Title 75, Regulation of Trade, Commerce and Investments

(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 records. A registration statement and accompanying rec…

(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 75-71-305, a consent to service of process complying with S…

(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 pay a filing fee as set forth in Section 75…

(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 the public interest and that:(1) The registration statement as of its effec…

The administrator may waive or modify, in whole or in part, any or all of the requirements of Sections 75-71-302, 75-71-303, and 75-71-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to Section 75-71-305(i)…

(a) Required fees for notice filing for federal covered securities under Section 18(b)(2). The initial filing fee for a notice filing with respect to a federal covered security described in subsection (a) of Section 75-71-302 is One Thousand Dollars ($1,000.00). (b) Required fees…

(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 as a broker-dealer under subsection (b) or (d). (b) Exemptions from…

(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 under subsection (b). (b) Exemptions from registration. The …

(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 from registration as an investment adviser under subsection (b). (b) Exem…

(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 as an investment adviser representative or is exempt from registration as an investment…

(a) Notice filing requirement. 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 investment adviser unless the federal covered in…

(a) 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 75-71-611, and paying the fee specified in Sec…

(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 adviser, and a federal covered investment adviser may succeed to the current registratio…

(a) 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…

Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this cha…

(a) Fee established by administrator. The administrator shall establish fees by rule pursuant to the Mississippi Administrative Procedures Law for:(1) An initial filing of an application as a broker-dealer and renewal of an application by a broker-dealer for registration;(2) An a…

(a) Financial requirements. Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 USC Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 USC Section 80b-22), a rule adopted or order issued under this chapter may establish minimum financial req…

(a) Disciplinary conditions-applicants. If the administrator finds that the order is in the public interest and subsection (d) 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-…

(a) A broker-dealer registered or required to be registered under this chapter or an investment adviser registered or required to be registered under this chapter that is required to file a report with the Department of Human Services under the Mississippi Vulnerable Persons Act,…

(1) 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 …

(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 advisability of investing in, purchasing, or selling securities or t…

(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 this chapter, a person claiming a…

(a) Filing requirement. Except as otherwise provided in subsection (b), 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 o…

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, …

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 constitute a finding by the administrator that a…

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…

(a) Criminal penalties. A person that willfully violates this chapter except Section 75-71-504 or the notice filing requirements of Section 75-71-302 or Section 75-71-405, or that willfully violates Section 75-71-505 knowing the statement made to be false or misleading in a mater…

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

(1) A purchaser of a security, seller of a security, or recipient of investment advice may not maintain an action under Section 75-71-509 if:(1) The purchaser of a security, seller of a security, or recipient of investment advice receives in a record, before the action is institu…

(a) Administration. The administrator shall administer this chapter. (b) Unlawful use of records or information. It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of others records or other in…

(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 violating, or is about to violate this chapte…

(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 order issued under this chapter or th…

(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 order issued under this chapter or that a per…

(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 chapter and may repeal rules, including rules and forms governing registrati…

(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 broker-dealers, agents, investment advisers, a…

(a) Presumption of public records. Except as otherwise provided in subsection (b), records obtained by the administrator or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records …

(a) Objective of uniformity. The administrator may, in its discretion, cooperate, coordinate, consult, and, subject to Section 75-71-607, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction…

(a) Petition for judicial review of order; venue; scope of review. Any person aggrieved by a final order of the administrator may obtain a review of the order in the Chancery Court of the First Judicial District of Hinds County, Mississippi, by filing in court, within sixty (60) …

(a) Sales and offers to sell. Sections 75-71-301, 75-71-302, 75-71-401(a), 75-71-402(a), 75-71-403(a), 75-71-404(a), 75-71-501, 75-71-506, 75-71-509, and 75-71-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in thi…

(a) Signed consent to service of process. A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the administrator the person’s agent for servic…

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provision…

(a) Amount of civil disciplinary penalties imposed – registrants. The amount of the civil penalty or fine described in Section 75-71-412(c) is a maximum of Twenty-five Thousand Dollars ($25,000.00) for each violation. (b) Amount of criminal penalties under Section 75-71-508. The …

(a) Applicability of predecessor chapter to pending proceedings and existing rights. The predecessor chapter exclusively governs all actions or proceedings that are pending on January 1, 2010, or may be instituted on the basis of conduct occurring before January 1, 2010, but a pr…

Sections 75-72-101 through 75-72-121 may be cited as the “Mississippi Business Tender Offer Law of 1980.”

(a) The following words and phrases shall have the meanings ascribed herein, unless the context clearly otherwise requires:(a) “Affiliate” of a person means a person controlling, controlled by, or under common control with that person.(b) “Associate” of a person means a person ac…

(a) The following transactions are exempted from the registration requirements of this chapter.(a) Any offer made by an issuer to purchase its own equity securities or the equity securities of a subsidiary at least two-thirds (⅔) of the equity securities of which are owned either…