Title 30, CORPORATIONS

30-14-101. Short title. This chapter shall be known and may be cited as the "Uniform Securities Act (2004)."

30-14-102. Definitions. In this chapter, unless the context otherwise requires: (1) "Administrator" means the director of the Idaho department of finance or his designee. (2) "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or a…

30-14-103. References to federal statutes. "Securities act of 1933" (15 U.S.C. 77a et seq.), "securities exchange act of 1934" (15 U.S.C. 78a et seq.), "public utility holding company act of 1935" (15 U.S.C. 79 et seq.), "investment company act of 1940" (15 U.S.C. 80a-1 et seq.),…

30-14-104. References to federal agencies. A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department.

30-14-105. 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 deliver…

30-14-201. Exempt securities. The following securities are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code: (1) A security, including a revenue obligation or a separate security as defined in rule 131 (17 CFR 230…

30-14-202. Exempt transactions. The following transactions are exempt from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code: (1) An isolated nonissuer transaction, whether or not effected by or through a broker-dealer; (2) A …

30-14-202A. Fairness hearing. (a) The administrator is expressly authorized to hold a hearing and consider the fairness of the terms and conditions of a transaction described in section 30-14-202(9), Idaho Code. This section 30-14-202A, Idaho Code, is intended to provide for a fa…

30-14-203. Additional exemptions and waivers. (1) A rule adopted or an order issued under this chapter may exempt a security, transaction or offer. (2) A rule adopted under this chapter may exempt a class of securities, transactions or offers from any or all of the requirements o…

30-14-204. Denial, suspension, revocation, condition or limitation of exemptions. (a) Enforcement related powers. 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,…

30-14-301. Securities registration requirement. It is unlawful for a person to offer or sell a security in this state unless: (a) The security is a federal covered security; (b) The security, transaction or offer is exempted from registration under sections 30-14-201 through 30-1…

30-14-302. Notice filing. (a) Required filing of records. 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 30-14-201 through 30-14-203, Idaho Code, a rule ad…

30-14-303. Securities registration by coordination. (a) Registration permitted. A security for which a registration statement has been filed under the securities act of 1933 in connection with the same offering may be registered by coordination under this section. (b) Required re…

30-14-304. Securities registration by qualification. (a) Registration permitted. A security may be registered by qualification under this section. (b) Required records. A registration statement under this section must contain the information or records specified in section 30-14-…

30-14-305. Securities registration filings. (a) Who may file. 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) Filing fee. A person filing a registration statement shall…

30-14-306. Denial, suspension, and revocation of securities registration. (a) Stop orders. The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in t…

30-14-307. Waiver and modification. The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 30-14-302, 30-14-303 and 30-14-304(b), Idaho Code, or the requirement of any information or record in a registration statement or in a period…

30-14-401. Broker-dealer registration requirement and exemptions. (a) Registration requirement. It is unlawful for a person to 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 a…

30-14-402. Agent registration requirement and exemptions. (a) Registration requirement. 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 un…

30-14-403. Investment adviser registration requirement and exemptions. (a) Registration requirement. 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 fr…

30-14-404. Investment adviser representative registration requirement and exemptions. (a) Registration requirement. 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 a…

30-14-405. Federal covered investment adviser notice filing requirement. (a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b) of this section, it is unlawful for a federal covered investment adviser to transact bus…

30-14-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative. (a) Application for initial registration. A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an applicati…

30-14-407. Succession and change in registration of broker-dealer or investment adviser. (a) Succession. 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…

30-14-408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association. (a) Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker-dealer or issue…

30-14-409. Withdrawal of registration of broker-dealer, agent, investment adviser and investment adviser representative. Withdrawal of registration by a broker-dealer, agent, investment adviser or investment adviser representative becomes effective sixty (60) days after the filin…

30-14-410. Filing fees. (a) Broker-dealers. A person shall pay a fee of two hundred dollars ($200) when initially filing an application for registration as a broker-dealer and a fee of two hundred dollars ($200) when filing a renewal of registration as a broker-dealer. If the fil…

30-14-411. Postregistration requirements. (a) Financial requirements. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. 80b-18a), a rule adopted or an order issued under this chapter…

30-14-412. Denial, revocation, suspension, withdrawal, restriction, condition or limitation of registration. (a) Disciplinary conditions — Applicants. If the administrator finds that the order is in the public interest and subsection (d) of this section authorizes the action, an …

30-14-501. General fraud. It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (1) To employ a device, scheme, or artifice to defraud; (2) To make an untrue statement of a material fact or to omit to state a material …

30-14-502. Prohibited conduct in providing investment advice. (a) Fraud in providing investment advice. It is 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 advisa…

30-14-503. Evidentiary burden. (a) Civil. 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) Criminal. In a criminal proceeding under thi…

30-14-504. Filing of sales and advertising literature. (a) Filing requirement. Except as otherwise provided in subsection (b) of this section, a rule adopted or an order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertiseme…

30-14-505. Misleading filings. It is 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 the light of the circumstances under which it is made, is false or mislead…

30-14-506. Misrepresentations concerning registration or exemption. 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 th…

30-14-507. Qualified immunity. 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 adviser represe…

30-14-508. Criminal penalties. (a) Criminal penalties. A person that willfully violates this chapter, or a rule adopted or an order issued under this chapter, except section 30-14-504, Idaho Code, or the notice filing requirements of section 30-14-302 or 30-14-405, Idaho Code, or…

30-14-509. Civil liability. (a) Securities litigation uniform standards act. Enforcement of civil liability under this section is subject to the securities litigation uniform standards act of 1998, as cited in section 30-14-103, Idaho Code. (b) Liability of seller to purchaser. A…

30-14-510. Rescission offers. A purchaser, seller, or recipient of investment advice may not maintain an action under section 30-14-509, Idaho Code, if: (a) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (1) An offe…

30-14-601. Administration. (a) Administration. The administration of the provisions of this chapter shall be under the general supervision and control of the administrator. (b) Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, o…

30-14-602. Investigations and subpoenas. (a) Authority to investigate. The administrator may: (1) Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violated, is vio…

30-14-603. Civil enforcement. (a) Civil action instituted by administrator. 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 rule adopted or an orde…

30-14-604. Administrative enforcement. (a) Issuance of an order or notice. 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 rule adopted or an ord…

30-14-605. Rules, forms, orders, interpretative opinions, and hearings. (a) Issuance and adoption of forms, orders, and rules. The administrator may: (1) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this cha…

30-14-606. Administrative files and opinions. (a) Public register of filings. 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 …

30-14-607. Public records — Confidentiality. (a) Presumption of public records. Except as otherwise provided in subsection (b) of this section, records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statemen…

30-14-608. Uniformity and cooperation with other agencies. (a) Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to section 30-14-607, Idaho Code, share records and information with the securities regulator of anothe…

30-14-609. Judicial review. Judicial review of orders. A final order issued by the administrator under this chapter is subject to judicial review in accordance with chapter 52, title 67, Idaho Code.

30-14-610. Jurisdiction. (a) Sales and offers to sell. Sections 30-14-301, 30-14-302, 30-14-401(a), 30-14-402(a), 30-14-403(a), 30-14-404(a), 30-14-501, 30-14-506, 30-14-509 and 30-14-510, Idaho Code, do not apply to a person that sells or offers to sell a security unless the off…

30-14-611. Service of process. (a) Signed consent to service of process. A consent appointing the administrator the person’s agent for service of process in a noncriminal action or proceeding against the person, or the person’s successor or personal representative under this chap…