# § 77fff. Securities not registered under Securities Act
**(a)** **Prohibitions affecting unregistered securities not issued under indenture** In the case of any security which is not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.] and to which this subsection is applicable notwithstanding the provisions of section 77ddd of this title, unless such security has been or is to be issued under an indenture and an application for qualification is effective as to such indenture, it shall be unlawful for any person, directly or indirectly—
**(1)** to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to sell such security through the use or medium of any prospectus or otherwise; or
**(2)** to carry or cause to be carried through the mails or in interstate commerce, by any means or instruments of transportation, any such security for the purpose of sale or for delivery after sale.
**(b)** **Prohibitions affecting unregistered securities issued under indenture** In the case of any security which is not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.], but which has been or is to be issued under an indenture as to which an application for qualification is effective, it shall be unlawful for any person, directly or indirectly—
**(1)** to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to carry or transmit any prospectus relating to any such security, unless such prospectus, to the extent the Commission may prescribe by rules and regulations as necessary and appropriate in the public interest or for the protection of investors, includes or is accompanied by a written statement that contains the information specified in subsection (c) of section 77eee of this title; or
**(2)** to carry or to cause to be carried through the mails or in interstate commerce any such security for the purpose of sale or for delivery after sale, unless, to the extent the Commission may prescribe by rules and regulations as necessary or appropriate in the public interest or for the protection of investors, accompanied or preceded by a written statement that contains the information specified in subsection (c) of section 77eee of this title.
**(c)** **Necessity of issuance under indenture; application for qualification** 15 U.S.C. 77asection 77ddd of this titlesection 77ggg(c) of this title
It shall be unlawful for any person, directly or indirectly, to make use of any means or instruments of transportation or communication in interstate commerce or of the mails to offer to sell through the use or medium of any prospectus or otherwise any security which is not registered under the Securities Act of 1933 [ et seq.] and to which this subsection is applicable notwithstanding the provisions of , unless such security has been or is to be issued under an indenture and an application for qualification has been filed as to such indenture, or while the application is the subject of a refusal order or stop order or (prior to qualification) any public proceeding or examination under .
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**Source Credit**: (May 27, 1933, ch. 38, title III, § 306, as added Aug. 3, 1939, ch. 411, 53 Stat. 1155; amended Aug. 10, 1954, ch. 667, title III, § 304, 68 Stat. 687.)
## Editorial Notes
### References in Text
The Securities Act of 1933, referred to in subsecs. (a) to (c), is , , which is classified generally to subchapter I (§ 77a et seq.) of this chapter. For complete classification of this Act to the Code, see and Tables.
### Amendments
1954—Subsec. (b). Act , authorized the Commission to prescribe the extent to which summaries of indenture provisions must be used in the sale of specified types of securities.
Subsec. (c). Act , added subsec. (c).
## Statutory Notes and Related Subsidiaries
### Effective Date of 1954 Amendment
Amendment by act , effective 60 days after , see note under .
## Executive Documents
### Transfer of Functions
For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Plan No. 10 of 1950, §§ 1, 2, eff. , 15 F.R. 3175, , set out under .