Title XXV, Business and Financial Institutions

When used in this chapter, unless the context otherwise requires: (1) "Agent" means any individual other than a broker-dealer who represents a broker- dealer or issuer in effecting or attempting to effect purchases or sales of securities; (2) "Broker-dealer" means any person enga…

(1) KRS 292.320(1), 292.330, 292.340, 292.450, and 292.480 apply to persons who sell or offer to sell when an offer to sell is made in this state, or an offer to buy is made and accepted in this state. (2) KRS 292.320(1), 292.330, and 292.450 apply to persons who buy or offer to …

(1) It is unlawful for any person, in connection with the offer, sale, or purchase of any security, directly or indirectly: (a) To employ any device, scheme, or artifice to defraud; (b) To make any untrue statement of a material fact or to omit to state a material fact necessary …

(1) There is hereby created in the State Treasury a trust and revolving fund designated as the "securities fraud prosecution and prevention fund." (2) The commissioner may designate that all or a portion of the civil fines imposed for violations of this chapter or administrative …

order of commissioner. (1) Except as otherwise provided in this section, the commissioner may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature, radio, television, or other advertising communication ad…

(1) The commissioner may require the filing of any of the following documents with respect to a covered security under Section 18(b)(2) of the Securities Act of 1933: (a) Prior to the initial offer of such covered security in this state, all documents that are part of a current f…

investment adviser representatives. (1) It is unlawful for any 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 under subsection (2) of this section. (2) The following…

(1) As used in this section: (a) "3(c)(1) fund" means a qualifying private fund that is eligible for the exclusion from the definition of an investment company under Section (3)(c)(1) of the Investment Company Act of 1940, 15 U.S.C. sec. 80a-3(c)(1), as amended; (b) "Private fund…

(1) A person shall apply for registration as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application containing the information required in a form designated by administrative regulation or order under this chapter, by filing a co…

(1) It is unlawful for a covered adviser to transact business in this state as a covered adviser unless the covered adviser has made a notice filing under subsection (2) of this section or is exempt from the requirement to make a notice filing under subsection (3) of this section…

or amendment to registration or notice filing -- Name change by registrant. (1) Pursuant to subsection (2) or (3) of this section, a broker-dealer or investment adviser may succeed to the unexpired portion of the current registration of another broker-dealer or investment adviser…

registration or application by commissioner -- Temporary registration -- Withdrawal of registration or notice filing. (1) If an agent registered under this section terminates employment by or association with a broker-dealer or issuer, then the broker-dealer or issuer shall promp…

(1) The fee for initial or renewal registration shall be, for: (a) A broker-dealer, one hundred twenty dollars ($120); (b) An investment adviser, one hundred dollars ($100); (c) An agent, fifty dollars ($50); (d) An investment adviser representative, fifty dollars ($50); and (e) …

commissioner -- Administrative regulations -- Central depository system for documents -- Investment advisers -- Required policies and procedures. (1) (a) Every registered broker-dealer, firm employing issuer agents, and investment adviser shall make and keep all accounts, corresp…

and for disciplinary action -- Summary order -- Emergency hearing -- Order in accordance with KRS Chapter 13B. (1) The commissioner may deny, refuse to renew, suspend, or revoke the registration of any broker-dealer, agent, investment adviser, or investment adviser representative…

(1) As used in this section: (a) "Approved IAR continuing education content" means the materials, written, oral, or otherwise: 1. That have been approved by NASAA or its designee; and 2. Which make up the educational program provided to an investment adviser representative under …

(1) It is unlawful for any person to offer or sell any security in this state, unless the security is registered under this chapter, or the security or transaction is exempt under this chapter, or the security is a covered security. (2) (a) A business that offers to provide staki…

(1) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under KRS 292.360: (a) Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if: 1. There …

(1) Any security for which a registration statement under the Securities Act of 1933 or an offering statement under Regulation A of the Securities Act of 1933 has been filed with the Securities and Exchange Commission in connection with the same offering may be registered by coor…

(1) Any security may be registered by qualification. (2) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in KRS 292.380 and, if required un…

(1) Except as otherwise expressly provided in this chapter, a registration statement under this chapter becomes effective when the commissioner so orders. The commissioner may require as a condition of registration under this chapter that a prospectus containing any designated pa…

(1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds that the order is in the public interest and that: (a) The registration statement as of its effective date or as of any ear…

KRS 292.340 to 292.390 shall not apply to any of the following: (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 corporate or other instrumentality of one (1) or more of …

Appeal. (1) Except as expressly provided, KRS 292.330 to 292.390 shall not apply to any of the following transactions: (a) Any isolated nonissuer transaction, whether effected through a broker-dealer or not; (b) Any nonissuer distribution of an outstanding security by a registere…

January 1, 2015 -- Conditions -- Application of KRS 292.410(3) and (4). (1) Except as expressly provided in this section and KRS 292.412, KRS 292.330 to 292.390 shall not apply to the offer or sale of a security after July 1, 2015, by the issuer of the security if all of the foll…

(1) This section applies to registrants operating an Internet Web site pursuant to KRS 292.411(1)(r). (2) Broker-dealers registered pursuant to KRS 292.330 and operating an Internet Web site, pursuant to KRS 292.411(1)(r), shall make an annual notice filing with the department on…

(1) Before any security may be issued as an exempt security under KRS 292.400(9) or (12), a claim of exemption must first be filed with the commissioner and the commissioner by order shall not have determined that the exemption is unavailable within the next ten (10) full busines…

(1) In any proceeding under this chapter, the burden of proving an exemption or an exception from a definition is upon the person claiming it. (2) The commissioner may require any person, who is selling or offering for sale or who is about to sell or offer for sale or who has sol…

(1) Every applicant for registration as a broker-dealer, agent, investment adviser, or investment adviser representative under 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 shall…

It is unlawful for any person to make or cause to be made, in any document filed with the commissioner or the commissioner's designee or in any proceeding under this chapter, any statement which is, at the time and in the light of the circumstances under which it is made, false o…

(1) Neither the fact that an application for registration under KRS 292.330 or a registration statement under KRS 292.350, 292.360, or 292.370 has been filed, nor the fact that a person or security is effectively registered, constitutes a finding by the commissioner that any docu…

(1) The commissioner in his or her discretion: (a) May make such public or private investigations within or outside of this state as he deems necessary to determine whether any registration should be granted, denied, or revoked, or whether any person has violated or is about to v…

Whenever it appears to the commissioner 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 under this chapter, the commissioner may in his or her discretion bring any or all of th…

(1) Any person, who offers or sells a security in violation of this chapter or of any rules or orders promulgated hereunder or offers or sells a security by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the st…

Any person aggrieved by a final order of the commissioner may obtain a review of the order by filing in accordance with KRS Chapter 13B in the Franklin Circuit Court, within thirty (30) days after the entry of the order, a written petition praying that the order be modified or se…

(1) The administration of the provisions of this chapter shall be under the Department of Financial Institutions. (2) It is unlawful for the commissioner or any of his or her officers or employees to use for personal benefit any information which is filed with or obtained by the …

(1) The purpose of this chapter is to: (a) Protect investors by preventing investment fraud and related illegal conduct or, if this fraud or illegal conduct has already occurred, remedying, where possible, the harm done to investors through active implementation and application o…

All effective registrations under prior law and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect if they had become effective under this chapter. They are considered to have been filed, entered, or imposed under this ch…

Interest charged by a broker or dealer registered under the Securities Exchange Act of 1934, as amended, or registered under KRS 292.330, as now or hereafter amended, on a debit balance in an account for a customer, shall be exempt from the provisions of KRS Chapter 360 if such d…

This chapter may be cited as the Securities Act of Kentucky.

In KRS 292.6501 to 292.6512, unless the context otherwise requires: (1) "Beneficiary form" means a registration of a security which indicates the present owner of the security and the intention of the owner regarding the person who will become the owner of the security upon the d…

Only individuals whose registration of a security shows sole ownership by one (1) individual or multiple ownership by two (2) or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registere…

A security may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity's principal office, the office of its transfer agent, or its office mak…

A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners.

Registration in beneficiary form may be shown by the words "transfer on death" or the abbreviation "TOD," or by the words "pay on death" or the abbreviation "POD," after the name of the registered owner and before the name of a beneficiary.

The designation of a TOD beneficiary on a registration in beneficiary form has no effect on ownership until the owner's death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then-surviving owners without the consen…

On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners and compliance with any applicable requirements of the reg…

(1) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given…

(1) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and KRS 292.6501 to 292.6512 and is not testamentary. (2) KRS 292.6501 to 292.6512 does not lim…

(1) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests for registrations in beneficiary form, and for implementation of registrations in beneficiary form, including requests for can…