Title 26, Trade Regulation And Practice

[§485A-105] Electronic records and signatures. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede section 101(c) of that Act (15 U.S.C. 7001(c)) or authorize electronic deli…

PART II. EXEMPTIONS FROM REGISTRATION OF SECURITIES [§485A-201] Exempt securities. The following securities are exempt from the requirements of sections 485A-301 to 485A-305 and 485A-504:

§485A-202 Exempt transactions. (a) The following transactions are exempt from the requirements of sections 485A-301 to 485A-305 and 485A-504: (b) With respect to the exemption under paragraph (a)(13):

[§485A-203] Additional exemptions and waivers. A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of sections 485A-…

[§485A-204] Denial, suspension, revocation, condition, or limitation of exemptions. 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 a…

PART III. REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES [§485A-301] Securities registration requirement. It is unlawful for a person to offer or sell a security in this State unless:

[§485A-302] Notice filing. (a) With respect to a federal covered security, as defined in section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. 77r(b)(2)), that is not otherwise exempt under sections 485A-201 to 485A-203, the following records shall be filed with the commissio…

[§485A-303] Securities registration by qualification. (a) A security may be registered by qualification under this section. (b) A registration statement under this section shall contain the information or records specified in section 485A-304, a consent to service of process comp…

[§485A-304] Securities registration filings. (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 of one-…

[§485A-305] Denial, suspension, and revocation of securities registration. (a) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the commissioner finds that the order is in the public inte…

[§485A-306] Waiver and modification. The commissioner, in the commissioner's sole discretion, may waive or modify, in whole or in part, any or all of the requirements of sections 485A-302 and 485A-303(b) or the requirement of any information or record in a registration statement …

PART IV. BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS [§485A-401] Broker-dealer registration requirement and exemptions. (a) It is unlawful for a person to transact business in this State as a broker-deal…

§485A-402 Agent registration requirement and exemptions. (a) It is unlawful for an individual to 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 subsection (b). (b) The…

[§485A-403] Investment adviser registration requirement and exemptions. (a) It is unlawful for a person to transact business in this State as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an inv…

[§485A-404] Investment adviser representative registration requirement and exemptions. (a) It is unlawful for an individual to transact business in this State as an investment adviser representative unless the individual is registered under this chapter as an investment adviser r…

[§485A-405] Federal covered investment adviser notice filing requirement. (a) Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this State as a federal covered i…

[§485A-406] Registration by broker-dealer, agent, investment adviser, and investment adviser representative. (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 proces…

[§485A-407] Succession and change in registration of broker-dealer or investment adviser. (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, a…

[§485A-408] Termination of employment or association of agent and investment adviser representative; transfer of employment or association. (a) If an agent registered under this chapter terminates employment or association with a broker-dealer or issuer; or if an investment advis…

[§485A-409] Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative. The withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the fil…

[§485A-410] Filing fees. (a) A person shall pay a fee of $200 when initially filing an application for registration as a broker-dealer and a fee of $200 when filing a renewal of registration as a broker-dealer. (b) The fee for an individual is $50 when filing an application for r…

[§485A-411] Postregistration requirements. (a) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-22), a rule adopted or order issued under this chapter may establish minimum fina…

[§485A-412] Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration. (a) If the commissioner finds that it is in the public interest and subsection (d) authorizes the action, the commissioner, under this chapter may deny an application, o…

PART V. FRAUD AND LIABILITIES §485A-501 General fraud. (a) It shall be unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (b) Subsections (a)(5) and (7) shall not apply to any advertising matter that is covered by section…

§485A-502 Prohibited conduct in providing investment advice. (a) It shall be unlawful for 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, purchasin…

[§485A-503] Evidentiary burden. (a) In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion shall have the burden to prove the applicability of the claim. (b) In a criminal proceeding under this chapte…

[§485A-504] Filing of sales and advertising literature. (a) Except as otherwise provided in subsection (b) and section [485A-501(a)(7)], a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales…

[§485A-505] Misleading filings. It shall be unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter, a statement that, at the time and in light of the circumstances under which it is made, is false or misl…

[§485A-506] Misrepresentations concerning registration or exemption. (a) 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 und…

[§485A-507] Qualified immunity. A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative shall not be liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser …

[§485A-508] Criminal penalties. (a) Whoever violates this chapter shall be punished as follows: In addition to the above, whoever violates this chapter shall forfeit to the State any interest or property the person has acquired or maintained in violation of this chapter and any i…

[§485A-509] Civil liability. (a) Enforcement of civil liability under this section shall be subject to the Securities Litigation Uniform Standards Act of 1998. (b) A person is liable to the purchaser if the person sells a security in violation of section 485A-301 or, by means of …

[§485A-510] Rescission offers. A purchaser, seller, or recipient of investment advice may not maintain an action under section 485A-509 if:

PART VI. ADMINISTRATION AND JUDICIAL REVIEW [§485A-601] Commissioner of securities. (a) The administration of this chapter shall be vested in the commissioner. The director, with the approval of the governor, shall appoint the commissioner who shall not be subject to chapter 76. …

[§485A-602] Investigations and subpoenas. (a) The commissioner may: (b) For the purpose of an investigation under this chapter, the commissioner or its designee may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the fi…

[§485A-603] Civil enforcement. (a) If the commissioner 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 rule adopted or order issued under this chapter or that a person …

[§485A-603.5] Additional civil penalties for securities violations committed against elders. If a person commits a violation under this chapter and the violation is directed toward, targets, or is committed against a person who at the time of the violation is sixty-two years of a…

[§485A-604] Administrative enforcement. (a) If the commissioner 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 rule adopted or order issued under this chapter or tha…

[§485A-604.5] Additional administrative penalties for securities violations committed against elders. If a person commits a violation under this chapter and the violation is directed toward, targets, or is committed against a person who at the time of the violation is sixty-two y…

[§485A-605] Venue. Any action brought by the commissioner under this chapter may be brought in any circuit in the State at the commissioner's discretion. Any other action under this chapter shall be brought in the circuit of the plaintiff's residence or in the circuit in which th…

[§485A-606] Rules, forms, orders, [interpretative] opinions, and hearings. (a) The commissioner may adopt, amend, and repeal, pursuant to chapter 91, such rules as may be necessary to carry out the purposes of this chapter. Notwithstanding this subsection, the commissioner may ad…

[§485A-607] Administrative files and opinions. (a) The commissioner 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, inve…

[§485A-608] Public records; confidentiality. (a) Except as otherwise provided in subsection (b) or chapter 92F, records obtained by the commissioner or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or…

[§485A-609] Appeals to court, first circuit; time; bonds; costs; decree; further appeal. (a) An appeal may be taken by any aggrieved person from any final order of the commissioner to the circuit court of the first circuit in the manner provided in chapter 91. The appellant shall…

[§485A-610] Service of process. (a) A consent to service of process complying with this section shall be signed and filed in the form required by a rule or order under this chapter. A consent appointing the commissioner the person's agent for service of process in a noncriminal a…

PART VII. TRANSITION [§485A-701] Application of act to existing proceeding and existing rights and duties. (a) The predecessor act exclusively governs all actions or proceedings that are pending on July 1, 2008, or may be instituted on the basis of conduct occurring before July 1…