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Home › Research › Securities & Capital Markets › Securities Act registration (Section 5)
Kingsfield · Research · Securities & Capital Markets

Does the Securities Act require securities to be registered before sale?

Published 2026-06-23 · U.S. federal law

Yes. Section 5 of the Securities Act of 1933 (15 U.S.C. 77e) makes it unlawful to offer or sell a security through interstate commerce or the mails unless a registration statement is in effect, subject to the Act’s exemptions.

The rule

15 U.S.C. § 77e(a) provides that unless a registration statement is in effect as to a security, it is unlawful to use any means of interstate commerce or the mails to sell that security or to carry it for the purpose of sale or delivery after sale.

A citation to watch

A brief might cite 15 U.S.C. § 77d for the registration duty. That citation does not hold up: Section 4 lists the transactions exempted from Section 5. It is the exemptions from the requirement, not the requirement itself — so the judge rejects it.

How these citations were verified

Ruled 2026-06-23

Every citation in the answer above was submitted to the Kingsfield judge and ruled against the primary-law corpus — Accept, Reject, or Inconclusive, per citation. These are live verdicts, not editorial. Each card shows the verbatim authority text the verdict was rendered against.

Accept15 U.S.C. § 77e(a)

Proposition: Unless a registration statement is in effect as to a security, it is unlawful to use the means of interstate commerce or the mails to sell that security.

“Unless a registration statement is in effect as to a security, 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…”

Cite found; proposition supported by the cited text.

Reject15 U.S.C. § 77d

Proposition: Section 4 of the Securities Act requires that securities be registered before they may be offered or sold to the public.

Cite found, but the cited text does not support the proposition. 15 U.S.C. 77d (Section 4) lists transactions exempted from Section 5 — the exemptions from the registration requirement, not the requirement, which is at 15 U.S.C. 77e. Regenerate with the correct authority.

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This page is legal information, not legal advice, and does not create an attorney-client relationship. Verdicts reflect the cited authority in the Kingsfield corpus as of the verification date shown above.

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