Title 6, Commerce and Trade

§ 73-201. Employment of manipulative and deceptive devices. It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) To employ any device, scheme or artifice to defraud; (2) To make any untrue statement of a materi…

§ 73-202. Registration of and notice filing for securities. It is unlawful for any person to offer or sell any security in this State unless: (1) It is registered under this chapter; (2) The security or transaction is exempted under § 73-207 of this title; or (3) It is a federal …

§ 73-203. Registration of securities by coordination. (a) Any security for which a registration statement has been filed under the Securities Act of 1933 [15 U.S.C. § 77a et seq.] in connection with the same offering may be registered by coordination. (b) A registration statement…

§ 73-204. Registration of securities by qualification. (a) Any security may be registered by qualification. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specifi…

§ 73-205. Provisions applicable to registration of securities generally. (a) A registration statement may be filed by the issuer, and the other person on whose behalf the offering is to be made, or a registered broker-dealer. (b) Every registration statement shall specify the amo…

§ 73-206. Stop orders. (a) Subject to § 73-208(e) of this title, the Director may issue a stop order prohibiting the offering and sale of a security, or the Director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration …

§ 73-207. Exemptions. (a) The following securities are exempted from §§ 73-202, 73-208 and 73-211 of this title: (1) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporat…

§ 73-208. Federal covered securities. (a) The Director, by rule or order, may require the filing of any or all of the following documents with respect to a covered security under § 18(b)(2) of the Securities Act of 1933 [15 U.S.C. § 77r(b)(2)]: (1) Prior to the initial offer of s…

§ 73-209. Misleading filings [Repealed].6 Del. C. 1953, § 7310; 59 Del. Laws, c. 208, § 1; 78 Del. Laws, c. 175, §§ 95, 118; 79 Del. Laws, c. 182, § 3; repealed by 84 Del. Laws, c. 230, § 8, effective Sept. 21, 2023.;

§ 73-210. Unlawful representations concerning registration, notice filing or exemption. (a) Neither the fact that a notice filing under this chapter, an application for registration under this chapter, or a registration statement under this chapter has been filed, nor the fact th…

§ 73-211. Filing of sales and advertising literature. The Director may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement or other sales literature or advertising communication addressed or intended for distribution to prospectiv…

§ 73-301. Unlawful conduct for broker-dealers, agents, investment advisers, federal covered advisers and investment adviser representatives. (a) It is unlawful for any person to transact business in this State as a broker-dealer or agent unless the person is registered under this…

§ 73-302. Registration and notice filing procedure for broker-dealers, agents, investment advisers, federal covered advisers and investment adviser representatives. (a) A broker-dealer, agent, investment adviser or investment adviser representative may obtain an initial registrat…

§ 73-303. Post-registration provisions for broker-dealers, investment advisers and federal covered advisers. (a) Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books and other records as the Director pre…

§ 73-304. Denial, revocation, suspension, cancellation and withdrawal of registration of broker-dealers, agents, investment advisers and investment adviser representatives. (a) The Director may by order deny, suspend or revoke any registration or take such other action authorized…

§ 73-305. Advisory activities. (a) It is unlawful for an investment adviser, federal covered adviser or investment adviser representative, all as defined in this chapter, to employ any device, scheme or artifice to defraud another person, or to engage in any act, practice or cour…

§ 73-306. Trading markets. (a) It is unlawful for any broker-dealer, agent, investment adviser or investment adviser representative to effect transactions in, trade or quote any security unless such security is covered by regulations under the Securities Exchange Act of 1934 [15 …

§ 73-307. Protection of vulnerable adults from financial exploitation. (a) If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, the qualified individual shall promptly, bu…

§ 73-401. Authority to investigate. The Director, in the Director’s own discretion, may make such public or private investigations within or outside of this State as the Director deems necessary to determine whether any person has violated or is about to violate any provision of …

§ 73-402. Subpoena power. For the purpose of any investigation or proceeding under this chapter, the Director, or any officer designated by the Director, may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production …

§ 73-403. Failure to comply with subpoena. In case of contumacy by, or refusal to obey a subpoena issued to, any person, the Court of Chancery, upon application by the Director, may issue to the person an order requiring that person to appear before the Court of Chancery or the d…

§ 73-404. Immunity from prosecution. No person is excused from attending and testifying or from producing any document or record before the Director, or in obedience to the subpoena of the Director or any designated officer or in any proceeding instituted by the Director, on the …

§ 73-501. Authority to prosecute administrative enforcement proceedings. The Investor Protection Unit, under the direction of the Director, shall have the authority to prosecute administrative proceedings to enforce the provisions of this chapter or any rule or order hereunder.78…

§ 73-502. Judicial review. (a) Any party aggrieved by an order of the Director may appeal such order to the Court of Chancery as follows: (1) The party must file a notice of appeal with the Court, and serve a copy thereof on the Director, within 30 days of the date the notice of …

§ 73-503. Statute of limitations. (a) In any administrative, civil or criminal action brought by the Director seeking registration suspension or revocation, fines, costs, restitution or imprisonment, no more than 5 years shall have passed from the date of the violation to the dat…

§ 73-601. Administrative remedies. (a) In any administrative proceeding before the Director, the Director may issue orders providing for the following remedies: cease and desist; fine; assessment of costs; restitution to investors; conditional or probationary registration; suspen…

§ 73-602. Injunctions. Whenever it appears to the Director that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order hereunder, the Director may in the Director’s own discretion bring an…

§ 73-603. Escrow of funds. Whenever the Director shall deem it necessary in the public interest the Director may require that the proceeds of sale of the securities of an issuer be held intact until such proceeds aggregate a fixed amount and that such proceeds be held intact unde…

§ 73-604. Criminal penalties; class E, F, and G felonies. (a) Fraud of $50,000 or more; class E felony. — Any person who wilfully violates § 73-201 of this title, thereby causing any investor or investors to lose $50,000 or more, shall upon conviction be fined not more than $200,…

§ 73-605. Civil liabilities. (a) Any person who: (1) Offers or sells a security in violation of § 73-302, § 73-301 or § 73-210(b) of this title, or of any rule or order under § 73-211 of this title which requires the affirmative approval of sales literature before it is used, or …

§ 73-701. Administrative files. (a) A document is filed when it is received by the Director or a designee as stipulated by rule or order. Other than filing fees, the Director may waive document filing requirements. (b) The information contained in or filed with any registration s…

§ 73-702. Service of process. Every applicant for registration under this chapter, every person making a notice filing pursuant to this chapter, and every issuer which proposes to offer a security in this State through any person acting on an agency basis in the common-law sense …

§ 73-703. Investor protection fund. (a) All moneys as described in subsection (b) of this section shall be credited by the State Treasurer to a fund to be known as the “Investor Protection Fund.” (b) The Investor Protection Fund will be a revolving fund and shall be funded as fol…

§ 73-704. Liability of Attorney General. In no case shall the Attorney General or the Director, or any person designated by them, in the administration of this chapter incur any official or personal liability by instituting an injunction or any judicial proceeding, or administrat…