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15 USC § 77xxx - Unlawful representations 

---
identifier: "/us/usc/t15/s77xxx"
source: "usc"
legal_status: "official_prima_facie"
title: "15 USC § 77xxx - Unlawful representations"
title_number: 15
title_name: "COMMERCE AND TRADE"
section_number: "77xxx"
section_name: "Unlawful representations"
chapter_number: 2
chapter_name: "SECURITIES AND TRUST INDENTURES"
subchapter_number: "III"
subchapter_name: "TRUST INDENTURES"
positive_law: false
currency: "119-84"
last_updated: "2026-04-17"
format_version: "1.1.0"
generator: "[email protected]"
source_credit: "(May 27, 1933, ch. 38, title III, § 324, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176; amended Aug. 10, 1954, ch. 667, title III, § 305, 68 Stat. 688.)"
---

# § 77xxx. Unlawful representations

It shall be unlawful for any person in offering, selling or issuing any security to represent or imply in any manner whatsoever that any action or failure to act by the Commission in the administration of this subchapter means that the Commission has in any way passed upon the merits of, or given approval to, any trustee, indenture or security, or any transaction or transactions therein, or that any such action or failure to act with regard to any statement or report filed with or examined by the Commission pursuant to this subchapter or any rule, regulation, or order thereunder, has the effect of a finding by the Commission that such statement or report is true and accurate on its face or that it is not false or misleading.

---

**Source Credit**: (May 27, 1933, ch. 38, title III, § 324, as added Aug. 3, 1939, ch. 411, 53 Stat. 1176; amended Aug. 10, 1954, ch. 667, title III, § 305, 68 Stat. 688.)

## Editorial Notes

### Amendments

1954—Act , substituted “offering, selling, or issuing” for “issuing or selling”.

## 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 .