Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede §101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b…

All of the following securities are exempt from the requirements of sections 502.301 through 502.306 and 502.504 : 1. United States government and municipal securities. A security, including a revenue obligation or a separate security as defined in rule 131, 17 C.F.R. §230.131 , …

The following transactions are exempt from the requirements of sections 502.301 through 502.306 and 502.504 : 1. Isolated nonissuer transactions. An isolated nonissuer transaction, whether effected by or through a broker-dealer or not. 2. Nonissuer transactions in specified outst…

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 502.301 through 502.306 and 502.504 ; and an order u…

1. 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, condition, limit, or revoke an exemption created under section 502.201, subsection…

It is unlawful for a person to offer or sell a security in this state unless one of the following applies: 1. The security is a federal covered security. 2. The security, transaction, or offer is exempted from registration under sections 502.201 through 502.203 . 3. The security …

1. 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 502.201 through 502.203 , a rule adopted or order issued under this chapter m…

1. Registration permitted. a. 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. A proposed sale pursuant to the exemption contained in “Regul…

1. Registration permitted. A security may be registered by qualification under this section . 2. Required records. A registration statement under this section must contain the information or records specified in section 502.305 , a consent to service of process complying with sec…

1. Registration permitted. A security meeting the conditions set forth in this section may be registered by filing as provided in this section . 2. Conditions of the issuer. In order to register under this section , the issuer must meet all of the following conditions: a. The iss…

1. 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 . 2. Filing. Except as provided in section 502.302, subsection 3, and section 502.304A, subsection 3 , parag…

1. 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 the public interest and that any of the following apply: a. The registration…

The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 502.302 , 502.303 , and 502.304, subsection 2 , or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 502…

For the purposes of this article , unless the context otherwise requires: 1. “Associate” means a person acting jointly or in concert with another for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to the equity securities of a target c…

1. Takeover filing required. It is unlawful for a person to make a takeover offer or to acquire any equity securities pursuant to the offer unless the offer is valid under this article . A takeover offer is effective when the offeror files with the administrator a registration st…

Copies of all advertisements, circulars, letters, or other materials disseminated by the offeror or the target company, soliciting or requesting the acceptance or rejection of a takeover offer, shall be filed with the administrator and sent to the target company or offeror not la…

An offeror, target company, affiliate or associate of an offeror or target company, or broker-dealer acting on behalf of an offeror or target company shall not engage in a fraudulent, deceptive, or manipulative act or practice in connection with a takeover offer. For purposes of …

1. Same terms required. A takeover offer shall contain substantially the same terms for shareholders residing within and outside this state. 2. Offeree withdrawal of securities. An offeror shall provide that any equity securities of a target company deposited or tendered pursuant…

1. Exemption authority. The administrator may by rule or order exempt from any provision of this article the following: a. A proposed takeover offer or a category or type of takeover offer which the administrator determines does not have the purpose or effect of changing or influ…

The administrator shall charge a nonrefundable filing fee of two hundred fifty dollars for a registration statement filed by an offeror. The fee shall be deposited as provided in section 505.7 . 2004 Acts, ch 1161, §23, 68 ; 2009 Acts, ch 181, §60 Referred to in §502.321B

If the target company is a public utility, public utility holding company, national banking association, bank holding company, or savings and loan association which is subject to regulation by a federal agency and the takeover of such company is subject to approval by the federal…

All of the provisions of this chapter which are not in conflict with this article apply to any takeover offer involving a target company. 2004 Acts, ch 1161, §25, 68 Referred to in §502.701

1. 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 as a broker-dealer under subsection 2 or 4 . 2. Exemptions from regi…

1. 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 under subsection 2 . 2. Exemptions from registration. The fol…

1. 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 from registration as an investment adviser under subsection 2 . 2. Exempti…

1. 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 as an investment adviser representative or is exempt from registration as an investment …

1. Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection 2 , it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered inve…

1. Application for initial registration. 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 section 502.611 , and paying the fee specified in secti…

1. 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 adviser, and a federal covered investment adviser may succeed to the current registration…

1. Notice of termination. 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 …

1. Withdrawal of registration. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or o…

1. Broker-dealers. A person shall pay a fee of two hundred dollars when initially filing an application for registration as a broker-dealer and a fee of two hundred dollars when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, …

1. Financial requirements. 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 financial requirements …

1. Disciplinary conditions — applicants. If the administrator finds that the order is in the public interest and subsection 4 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 broker-d…

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 fact necessary in order to m…

A broker-dealer or agent shall not effect a transaction in, or induce or attempt to induce the purchase or sale of, any security in this state by means of any manipulative, deceptive, or other fraudulent scheme, device, or contrivance, fictitious quotation, or in violation of thi…

1. 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 advisability of investing in, purchasing, or selling securities or th…

1. 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. 2. Criminal. In a criminal proceeding under this chapter , a person claiming a…

1. Filing requirement. Except as otherwise provided in subsection 2 , a rule 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 …

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 misleading in a material respect, or,…

1. Certain representations not allowed. 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 constit…

It is unlawful for any person to make or cause to be made, in any public report or press release, or in other information which is either made generally available to the public or used in opposition to a tender offer, any statement of a material fact relating to a target company …

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 representative for defamation relating…

1. Criminal penalties. a. Except as provided in paragraph “b” , a person who willfully violates any provision of this chapter , or any rule adopted or order issued under this chapter , is guilty of a class “D” felony. b. A person who willfully violates section 502.501 or section …

1. Securities Litigation Uniform Standards Act. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. 2. Liability of seller to purchaser. A person is liable to the purchaser if the person sells a security in viol…

A purchaser, seller, or recipient of investment advice may not maintain an action under section 502.509 if all of the following apply: 1. The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted, any of the following: a. An of…