Title 44 — Trade and Commerce

In this chapter and chapter 13 of this title, unless the context otherwise requires: 1. "Blind pool offering" means an offering in which either: (a) The offering materials do not describe specific operational plans. (b) Eighty percent or more of the net offering proceeds are not …

A. The commission shall appoint a director of securities, subject to removal at the pleasure of the commission, at compensation as determined pursuant to section 38-611, who shall, subject to the authority and under the supervision of the commission, be the administrator of the d…

The commission shall appoint an experienced assistant to the director of securities whose compensation shall be as determined pursuant to section 38-611 to assist in the proper discharge of the duties imposed upon the securities division.

A. The director, with the approval of the commission, may employ from time to time examiners, investigators who are commissioned peace officers, clerical employees and other officers and employees necessary for the administration of this chapter, and regulatory officers and emplo…

The director, and any person under the director's supervision shall be paid, in addition to that person's regular compensation, the transportation expense, board, lodging and other necessary traveling expenses actually incurred in the performance of that person's duties. Travelin…

The director shall cooperate with the administrators of the securities laws of other states and of the United States with a view to achieving maximum uniformity in the interpretation and enforcement of like provisions of the laws administered by them.

A. The commission may from time to time make, amend and rescind rules and regulations reasonably necessary to carry out the provisions of this chapter. B. The commission may from time to time in its discretion delegate such authority to the director of securities as is convenient…

The commission, the director or other agent or agents designated by the commission may make such public or private investigations within or outside of this state as the commission deems necessary to determine whether any person has violated or is about to violate any provisions o…

A. For the purpose of investigations or hearings which, in the opinion of the commission, are necessary and proper for the enforcement of this chapter, any member of the commission, the director or any officer or officers designated by the commission may administer oaths and affi…

A. The commission shall assess a charge at the rate of two hundred dollars a day for each examiner employed in examining a dealer. For a dealer maintaining an office outside this state, in addition to the examination assessment, the commission shall make an assessment equal to th…

A. In case of contumacy or refusal to obey a subpoena or citation issued by the commission, any member of the commission, the director or any officer designated by the commission, the superior court in Maricopa county, on application by the commission, shall issue to the person a…

A. The director may formally respond to written requests from interested persons for interpretative no-action letters that confirm that the division will not institute enforcement proceedings against certain specified persons for engaging in certain specified activities. B. A per…

A. It is unlawful to sell or offer for sale within or from this state any securities unless the securities have been registered pursuant to article 6 or 7 of this chapter or are federal covered securities if the securities comply with section 44-1843.02 or chapter 13, article 12 …

A. It is unlawful for any dealer to sell or purchase or offer to sell or buy any securities, or for any salesman to sell or offer for sale any securities within or from this state unless the dealer or salesman is registered as such pursuant to the provisions of article 9 of this …

A. Sections 44-1841 and 44-1842, section 44-1843.02, subsections B and C and sections 44-3321 and 44-3325 do not apply to any of the following classes of securities: 1. Securities issued or guaranteed by the United States, by any state, territory or insular possession of the Unit…

A. Notwithstanding section 44-1843, subsection A, paragraph 1, sections 44-1841 and 44-1842 apply to the following classes of securities that are issued by a person who is located in this state, unless the requirements of subsection B or C of this section are met. The requirement…

A. Any advertising and sales material, other than the notices required by law to be published or posted, that is used in connection with offers or sales to the public of any of the securities to which section 44-1843.01, subsection A applies shall be filed with the division three…

A. Except as provided in subsections B and C of this section, sections 44-1841 and 44-1842, section 44-1843.02, subsections B and C and sections 44-3321 and 44-3325 do not apply to any of the following classes of transactions: 1. Transactions by an issuer not involving any public…

A. The commission may by its rules, and subject to the terms and conditions prescribed in those rules, add any class of securities or transactions to the securities or transactions exempted as provided by sections 44-1843, 44-1843.01 and 44-1844, if it finds that registration of …

A. The commission may grant, in accordance with rules adopted by the commission, exemptions from registration of securities under articles 6 and 7 of this chapter on written petition and on a showing by the issuer satisfactory to the commission that registration is not essential …

The commission may from time to time, by rules and regulations and subject to terms and conditions prescribed therein, add any class of securities or transactions to the securities or transactions exempted as provided in sections 44-1843, 44-1843.01 and 44-1844, if it appears to …

A. A dealer or salesman who engages in transactions involving variable contracts, which are exempt under section 44-1843, subsection A, paragraph 4, must register with the commission pursuant to article 9 of this chapter. B. Notwithstanding any other law, the commission may by ru…

Before the disbursement of funds to any person, a dealer or issuer of a real property investment contract shall cause to be recorded with the recorder of the county in which the real property is located those documents necessary to secure the contract or note being made or sold.

A. Section 44-1841 does not apply to viatical or life settlement investment contracts if either: 1. The person who assigns, transfers, sells, devises or bequests any portion of the death benefit under or ownership of either an insurance policy or certificate of insurance does not…

A. By the affirmative vote of at least four commissioners, the commission may establish by rule an annual fee for the registration of a dealer or a salesman. The fee shall be remitted on or before the last working day of December, and the commission shall deposit the fee, pursuan…

A. If consent to service of process is required under this chapter, such consent shall be in the form prescribed by the commission, shall be irrevocable and shall provide that actions arising out of or involving the sale or purchase of any securities in violation of this chapter …

An electronic method acceptable to the commission may be used to make any filings relating to the sale or offer for sale of securities. The filing of documents and information using an electronic method is equivalent to paper filing of documents and information with the commissio…

A. Securities, except real property investment contracts, may be registered by description in the manner provided in sections 44-1872 through 44-1875 if either of the following applies: 1. If such securities are commodity investment contracts or commodity option contracts and the…

Securities qualified under section 44-1871 for registration by description shall be registered by payment of the registration fee prescribed in section 44-1861, subsection C, and filing of the following with the commission by the issuer or a registered dealer: 1. A registration s…

A. Upon the receipt of a registration statement and the registration fee, and, if required, a consent to service of process, the director shall record the registration of the securities by description in a register of securities. A registration statement filed under the provision…

Additional amounts of securities registered by description under sections 44-1871 through 44-1873 may with the consent of the commission be registered by payment of an additional registration fee, which shall be computed as provided in subsection C of section 44-1861 as a separat…

If at any time in the opinion of the commission or the director the information set forth in a registration statement filed under section 44-1872 is insufficient to establish the fact that the securities described therein are entitled to registration by description, the commissio…

A. Except as provided in section 44-1901, as a condition to registration of securities under this chapter, the commission may in its discretion by order require that securities issued for or which are intended to be issued for a patent right, copyright, trademark, process, formul…

Except as provided in section 44-1901, the commission may in its discretion by order require as a condition to registration of securities under this chapter that all treasury stock of the issuer, or other securities issued and thereafter acquired by the issuer, shall be subject t…

A. Except as provided in section 44-1901, as a condition to registration under this chapter of securities of a speculative nature the commission may by order impose reasonable restrictions and conditions upon the use and disbursement of funds to be derived from the sale of such s…

Securities required to be registered by qualification under this chapter before they may be sold in this state shall be registered as provided in this article.

Application for registration of securities by qualification shall be made by the issuer of the securities by filing with the commission the following documents: 1. An application for registration of securities by qualification as provided by section 44-1893. 2. A prospectus as pr…

A. The application for registration of securities by qualification as required under sections 44-1892 and 44-1901 shall include the following, together with other information the commission prescribes: 1. Name and address of issuer, and address of issuer's principal office in thi…

A. Except as provided in section 44-1901, the prospectus required by section 44-1892 shall be filed with the application, and shall include the following, together with other information the commission requires: 1. The name and address of the issuer, date of incorporation or orga…

Financial statements required under this article for registration of securities by qualification shall be: 1. Prepared in conformity with generally accepted accounting principles. 2. Examined in accordance with generally accepted auditing standards. 3. If reporting is necessary, …

A. If the securities being registered by qualification have been or are to be registered under the securities act of 1933, there may be filed in lieu of the prospectus prescribed in section 44-1894 the definitive prospectus of the issuer filed under the securities act of 1933, if…

In the absence of proceedings under section 44-1901 or article 8 of this chapter for denial, suspension or revocation of the registration of the securities, or with the consent of the commission after the institution of such proceedings, an applicant may at any time amend or with…

A. Except as provided in section 44-1901, the director shall within a reasonable time examine an application for registration of securities by qualification and all documents and exhibits filed therewith. When an applicant has fully complied with the provisions of this article re…

Registration by qualification under this article shall be effective for a period of one year and may be renewed for additional periods of one year by filing, by a date not later than fifteen days prior to expiration of the registration, of a prospectus meeting the requirements of…

Additional amounts of securities registered by qualification under this article may with the consent of the commission be registered by payment of an additional registration fee, which shall be computed as provided in paragraph 3 of section 44-1892 as a separate fee for each addi…

A. Subject to the limitations provided in subsections G and I of this section, securities shall be registered by qualification at the time prescribed in subsection K of this section if the requirements of subsections B, E and F of this section are met. B. To be registered by qual…

A. In accordance with rules adopted by the commission, the commission may register under this article certain securities in an aggregate amount not exceeding five million dollars in any twelve month period. B. The rules adopted by the commission pursuant to subsection A of this s…

Except as provided in section 44-1901, the commission may enter an order denying the registration of any securities to be registered by qualification, if, after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter, it finds that: 1. The applic…

Except for securities registered by qualification pursuant to section 44-1901, the commission may revoke the registration of any securities registered under this chapter if, after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter, it finds …

A. If, after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter, the commission finds grounds for denying or revoking registration of securities, it may enter an order denying or revoking the registration. The order shall state specifically …