ConnecticutHB 068752025 Regular SessionHouse

AN ACT CONCERNING THE CONNECTICUT UNIFORM SECURITIES ACT.

Sponsored By: Banking Committee

Signed by Governor

Summary

To: (1) Exempt merger and acquisition broker-dealers and certain individuals representing such broker-dealers from certain registration requirements; (2) provide that the Banking Commissioner may censure or impose a bar upon any registrant, any partner, officer or director of any registrant or any other person directly or indirectly controlling any registrant; and (3) establish various requirements for "Tier 2" offerings.

banking

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Bill Overview

Analyzed Economic Effects

3 provisions identified: 1 benefits, 1 costs, 1 mixed.

Stronger oversight of securities firms

Connecticut's securities commissioner can formally reprimand or bar registered securities firms and certain people connected to them. This includes partners, officers, directors, and people who directly or indirectly control a registered firm. The commissioner must find that the order serves the public interest and that a legal ground for action applies.

New filing fees for securities issuers

Issuers selling covered Regulation A Tier 2 securities in Connecticut must file a state notice and pay $250. The filing is due at least 21 calendar days before the first Connecticut sale. Issuers must include consent to receive legal papers and provide requested SEC documents. The notice lasts 12 months. Continuing offerings require renewal before expiration, with another $250 fee for each additional 12-month period.

Company-sale brokers get limited registration relief

Qualifying company-sale brokers and their representatives are exempt from Connecticut broker-dealer and branch-office registration. They must work only on transfers of eligible private companies with no federal securities-registration or periodic-reporting requirement. In the fiscal year before the broker is first hired, the company must meet either financial limit: less than $25 million in earnings before interest, taxes, depreciation, and amortization, or less than $250 million in revenue. The SEC can set different limits. Brokers must reasonably believe buyers will control and actively manage the business. Buyers offered securities must receive, or have reasonable access to, required financial and business information before becoming legally bound. This includes a balance sheet dated no more than 120 days before the offer. Brokers cannot handle deal money or securities, bind a party to the sale, or serve passive buyers. The exemption excludes specified public offerings, most shell-company deals, broker-assisted buyer groups, and brokers facing specified sanctions. Brokers cannot provide or arrange financing directly or through affiliates; help obtaining outside financing requires legal compliance and written disclosure of compensation. Representing both sides requires clear written disclosure and written consent from both parties.

Sponsors & Cosponsors

Sponsor

  • Banking Committee

    Affiliation unavailable

Cosponsors

There are no cosponsors for this bill.

Roll Call Votes

All Roll Calls

Yes: 195 • No: 0

Senate vote • 3/6/2025

Senate Roll Call Vote 372

Yes: 36 • No: 0

House vote • 3/6/2025

House Roll Call Vote 279

Yes: 147 • No: 0

House vote • 3/6/2025

BA Vote Tally Sheet (Joint Favorable)

Yes: 12 • No: 0

Actions Timeline

  1. Signed by the Governor

    6/23/2025legislature
  2. Transmitted by Secretary of the State to Governor

    6/16/2025legislature
  3. Transmitted to the Secretary of State

    6/16/2025legislature
  4. Public Act 25-85

    6/10/2025legislature
  5. On Consent Calendar / In Concurrence

    6/3/2025legislature
  6. Senate Passed

    6/3/2025Senate
  7. Rules Suspended

    6/3/2025legislature
  8. Senate Calendar Number 597

    6/3/2025Senate
  9. Favorable Report, Tabled for the Calendar, Senate

    6/3/2025Senate
  10. Transmitted Pursuant To Joint Rule 17

    6/2/2025legislature
  11. House Passed

    6/2/2025House
  12. File Number 188

    3/24/2025legislature
  13. House Calendar Number 141

    3/24/2025House
  14. Favorable Report, Tabled for the Calendar, House

    3/24/2025House
  15. Reported Out of Legislative Commissioners' Office

    3/24/2025legislature
  16. Referred to Office of Legislative Research and Office of Fiscal Analysis 03/24/25 12:00 PM

    3/17/2025legislature
  17. Filed with Legislative Commissioners' Office

    3/6/2025legislature
  18. Joint Favorable

    3/6/2025legislature
  19. Public Hearing 02/13

    2/7/2025legislature
  20. Referred to Joint Committee on Banking

    2/6/2025legislature

Bill Text

  • Public Act No. 25-85

    6/2/2025

  • File No. 188

    3/24/2025

  • BA Joint Favorable

    3/6/2025

  • Raised Bill

    2/6/2025

  • BA Joint Fav. Rpt

  • BA Vote Tally Sheet (Joint Favorable)

  • Bill Analysis For File Copy 188

  • Fiscal Note For File Copy 188

  • House Roll Call Vote 279

  • Senate Roll Call Vote 372

  • Summary for Public Act No. 25-85

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