Title 45 — Trade and Commerce
49 chapters · 1,288 sections in this title.
AS 45.56.100 Securities registration requirement.
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A person may not offer or sell a security in this state unless (1) the security is a federal covered security; (2) the security is registered under this chapter; or (3) the security or transaction is exempt from registration under AS 45.56.110 — 45.56.160.
AS 45.56.110 Exempt securities.
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The following securities are exempt from the requirements of AS 45.56.100, 45.56.170 — 45.56.230, and 45.56.550: (1) a security, including a revenue obligation or a separate security as defined in 17 C.F.R. 230.131 adopted under 15 U.S.C. 77a — 77aa (Securities Act of 1933), issu…
AS 45.56.120 Exempt transactions.
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The following transactions are exempt from the requirements of AS 45.56.100, 45.56.170 — 45.56.230, and 45.56.550: (1) an isolated nonissuer transaction, whether effected by or through a broker-dealer, if the seller is not a promoter or controlling person; the administrator may d…
AS 45.56.130 Small intrastate securities offerings.
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(a) An offer or sale of securities conducted solely in this state to a person who has established residency in this state, by an issuer in a transaction that meets the requirements of this section, is exempt from the requirements of 45.56.100, 45.56.170 — 45.56.230, and 45.56.550…
AS 45.56.140 Disqualifier.
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Exemption from registration under AS 45.56.110 — 45.56.160 is not available for a security or transaction if the issuer, or any of its officers, controlling persons, or promoters, is subject to a disqualifier described in the regulations adopted under 15 U.S.C. 78c(a)(39) as of t…
AS 45.56.150 Waiver and modification.
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For any security or transaction or any type of security or transaction, the administrator may by order, waive, withdraw, or modify any of the requirements or conditions of AS 45.56.110 — 45.56.160.
AS 45.56.160 Denial, suspension, revocation, condition, or limitation of exemptions.
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(a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under AS 45.56.110(3)(C), (7), or (8), 45.56.120, or 45.56.1…
AS 45.56.170 Securities registration by coordination.
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(a) A security for which a registration statement has been filed under 15 U.S.C. 77a — 77aa (Securities Act of 1933) in connection with the same offering may be registered by coordination under this section. (b) A registration statement and accompanying records under this section…
AS 45.56.180 Securities registration by qualification.
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(a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in AS 45.56.190, a consent to service of process complying with AS 45.56.650, and the following information or r…
AS 45.56.190 Securities registration filings.
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(a) A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter. (b) A person filing a registration statement shall pay a filing fee established by a regulation adopted under this chapt…
AS 45.56.200 Notice filing of federal covered securities.
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(a) With respect to a federal covered security, as defined in 15 U.S.C. 77r(b) (Securities Act of 1933), that is not otherwise exempt under AS 45.56.110 — 45.56.160, a regulation adopted or order issued under this chapter may require the filing of any or all of the following reco…
AS 45.56.210 Viatical settlement interests.
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(a) Before the sale of a viatical settlement interest, an issuer shall provide a prospective buyer with information that is sufficient to make an informed investment decision. The issuer shall also provide the information to the administrator upon request if the issuer is not oth…
AS 45.56.220 Waiver and modification.
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The administrator may waive or modify, in whole or in part, any or all of the requirements of AS 45.56.170 and 45.56.190 or the requirement of any information or record in a registration statement or in a periodic report filed under AS 45.56.190(i).
AS 45.56.230 Denial, suspension, and revocation of securities registration.
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Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. (a) The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if …
AS 45.56.300 Broker-dealer registration requirement and exemptions.
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(a) A person may not transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from registration as a broker-dealer under (b) of this section. (b) The following persons are exempt from the registration re…
AS 45.56.310 Limited registration of Canadian broker-dealers and agents.
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(a) If a broker-dealer is registered under this section and its principal office is located in a province or territory of Canada that provides at least equivalent registration for a broker-dealer that is resident in the United States, a broker-dealer that is resident in Canada an…
AS 45.56.320 Registration exemption for merger and acquisition broker.
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(a) Except as provided in (b) and (c) of this section, a merger and acquisition broker is exempt from registration under AS 45.56.300. (b) A merger and acquisition broker is not exempt from registration under AS 45.56.300 if the broker (1) directly or indirectly, in connection wi…
AS 45.56.330 Agent registration requirement and exemptions.
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(a) An individual may not transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under (b) of this section. (b) The following individuals are exempt from the registration requiremen…
AS 45.56.340 Investment adviser registration requirement and exemptions.
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[Repealed or reserved.]
AS 45.56.350 Investment adviser representative registration requirement and exemptions.
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(a) An individual may not transact business in this state as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under (b) of thi…
AS 45.56.360 Federal covered investment adviser notice filing requirement.
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(a) Except with respect to a federal covered investment adviser described in (b) of this section, a federal covered investment adviser may not transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with (c) o…
AS 45.56.370 Registration by broker-dealer, agent, investment adviser, and investment adviser representative.
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(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with AS 45.56.650 and by paying the fee specified in AS 45.56.410 and any reasonable fees charged…
AS 45.56.380 Succession and change in registration of broker-dealer or investment adviser.
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(a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an inve…
AS 45.56.390 Termination of employment or association of agent and investment adviser representative and transfer of employment or association.
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(a) If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser or federal covered inv…
AS 45.56.400 Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative.
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Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by a regulation adopted or order issued under this cha…
AS 45.56.410 Fees.
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(a) The administrator shall establish fees by regulation for (1) an initial filing of an application as a broker-dealer and renewal of an application by a broker-dealer for registration; (2) an application for registration as an agent and renewal of registration as an agent; (3) …
AS 45.56.420 Post registration requirements.
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(a) Subject to 15 U.S.C. 78o(i) or 80b-18a, a regulation adopted or order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investment advisers registered or required to be regi…
AS 45.56.430 Protecting older and vulnerable adults from financial exploitation.
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(a) If a broker-dealer, investment adviser, or qualified individual reasonably believes that the financial exploitation of a covered adult may have occurred, may have been attempted, or is being attempted, the broker-dealer, investment adviser, or qualified individual shall notif…
AS 45.56.440 Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration.
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Article 3. Fraud and Liabilities. (a) If the administrator finds that the order is in the public interest and (d) of this section authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a brok…
AS 45.56.500 General fraud.
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A person may not, in connection with the offer, sale, or purchase of a security, directly or indirectly, (1) employ a device, scheme, or artifice to defraud; (2) make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in…
AS 45.56.510 Prohibited conduct in providing investment advice.
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(a) A person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, …
AS 45.56.520 Misleading filings.
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A person may not, in a document filed with the administrator or in a proceeding under this chapter, make or cause to be made an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances u…
AS 45.56.530 Misrepresentations concerning registration or exemption.
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The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the administrator that a…
AS 45.56.540 Evidentiary burden.
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(a) In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) In a criminal proceeding under this chapter, an exemption, exception, preemption,…
AS 45.56.550 Filing of sales and advertising literature.
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(a) Except as otherwise provided in (b) of this section, a regulation adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investm…
AS 45.56.560 Qualified immunity.
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Article 4. Administration and Judicial Review. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment…
AS 45.56.600 Administration.
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(a) The department shall administer this chapter. (b) The administrator or an officer, employee, or designee of the administrator may not use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that is not public …
AS 45.56.610 Administrative files and opinions.
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(a) The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisors, and investment adviser repres…
AS 45.56.620 Public records; confidentiality.
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(a) Except as otherwise provided in (b) of this section, records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report are public records and are available for publi…
AS 45.56.630 Uniformity and cooperation with other agencies.
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(a) The administrator may cooperate, coordinate, consult, and, subject to AS 45.56.620, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the Unit…
AS 45.56.640 Securities investor education and training fund.
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The securities investor education and training fund is created as a special fund in the general fund to provide funds for the purposes specified in AS 45.56.600(d). The legislature may appropriate 33 percent of the money received by this state from civil penalties under this chap…
AS 45.56.650 Service of process.
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(a) A consent to service of process complying with this section required by this chapter shall be signed and filed in the form required by a regulation adopted or order issued under this chapter. A consent appointing the administrator the person's agent for service of process in …
AS 45.56.660 Applicability of the chapter.
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(a) Unless the persons are exempt elsewhere in this chapter, this chapter applies to persons who buy or offer to buy when an offer to (1) buy is made in this state; or (2) sell is made and accepted in this state. (b) Unless the person is exempt elsewhere in this chapter, this cha…
AS 45.56.670 Regulations, forms, orders, interpretative opinions, and hearings.
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(a) The administrator may (1) issue forms and orders; after notice and comment, adopt and amend regulations necessary or appropriate to carry out this chapter; and repeal regulations, including regulations and forms governing registration statements, applications, notice filings,…
AS 45.56.680 Investigations and subpoenas.
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(a) The administrator may (1) conduct public or private investigations in or outside of this state that the administrator considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this chapter or a regulation adopted or or…
AS 45.56.690 Administrative enforcement.
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(a) If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a regulation adopted or order issued under this chapter or that a person has materially aided, …
AS 45.56.700 Civil enforcement.
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(a) If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a regulation adopted or order issued under this chapter, or that a person has engaged, is engagin…
AS 45.56.710 Civil liability.
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(a) Enforcement of civil liability under this section is subject to P.L. 105-353 (Securities Litigation Uniform Standards Act of 1998). (b) A person is liable to the purchaser if the person sells a security in violation of AS 45.56.100, or by means of an untrue statement of a mat…
AS 45.56.720 Rescission offers.
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(a) A purchaser, seller, or recipient of investment advice may not maintain an action under AS 45.56.710 if (1) the purchaser, seller, or recipient of investment advice receives, in a record, before the action is instituted, (A) an offer stating the respect in which liability und…
AS 45.56.730 Criminal enforcement.
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(a) A person who intentionally violates this chapter, except AS 45.56.550 or the notice filing requirements of AS 45.56.200 or 45.56.360, is guilty of a class C felony punishable by imprisonment under AS 12.55.125 or by a fine of not more than $100,000, or by both. (b) A person w…