Title XXVI, TRADE AND COMMERCE

409.1-105. Electronic records and signatures. — This act 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. Section 7001(c)) or authorize electronic…

409.1000. Business opportunities — definitions. — 1. For the purposes of sections 409.1000 to 409.1006, "business opportunity" means the sale or lease of any product, equipment, supplies or services which are sold or leased to a purchaser to enable the purchaser to start a busine…

409.1003. Practices prohibited — penalty. — 1. A business opportunity seller shall not: (1) Misrepresent, by failure to disclose or otherwise, the known required total investment for such business opportunity; (2) Misrepresent or fail to disclose efforts to sell or establish more…

409.1006. Civil remedies. — 1. If a business opportunity seller uses untrue or misleading statements in the sale of a business opportunity, fails to give the proper disclosures, or fails to deliver the equipment, supplies or products necessary to begin substantial operation of th…

409.107. Investment firms, legal firms, other persons shall not be involved with issuance of bonds, when. — No investment firm, legal firm offering bond counsel services, or any persons having an interest in any such firms shall be involved in the issuance of bonds authorized by …

409.108. Tampering with securities documents or impeding investigations prohibited. — It is unlawful for any person, in any investigation or other proceeding under this chapter, to alter, destroy, mutilate, conceal, make a false entry in, or by any means falsify, remove from any …

409.109. Penalty. — A person who willfully violates section 409.108 shall upon conviction be fined not more than five hundred thousand dollars or imprisoned not more than ten years, or both. The proper prosecuting attorney with or without a criminal reference from the commissione…

409.111. Commissioner of securities may investigate violations. — The commissioner of securities may conduct pursuant to the authorization of section 409.6-602 such investigations as the commissioner considers necessary to determine whether a person has violated, is violating, or…

409.112. Commissioner of securities may seek relief for violations, when. — 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 sections 409.108 to 409.114, or any order,…

409.113. Commissioner of securities may issue orders, when. — 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 sections 409.108 to 409.114, or any order, rule or reg…

409.114. Duties and powers of commissioner of securities. — Sections 409.108 to 409.114 shall be administered by the commissioner of securities. The commissioner of securities is hereby empowered to promulgate, alter, amend or revoke rules and regulations pursuant to section 409.…

409.2-201. Exempt securities. — The following securities are exempt from the requirements of sections 409.3-301 to 409.3-306 and 409.5-504: (1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. 230.131 ) adopted under the Securiti…

409.2-202. Exempt transactions. — The following transactions are exempt from the requirements of sections 409.3-301 to 409.3-306 and 409.5-504: (1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not; (2) A nonissuer transaction by or through …

409.2-203. Additional exemptions and waivers. — A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of sections 409.3-301 to…

409.2-204. Denial, suspension, revocation, condition, or limitation of exemptions. — (a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this act may deny, suspend application of, condition, limit, or revoke …

409.3-301. Securities registration requirement. — It is unlawful for a person to offer or sell a security in this state unless: (1) The security is a federal covered security; (2) The security, transaction, or offer is exempted from registration under sections 409.2-201 to 409.2-…

409.3-302. 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. Section 77r(b)(2)), that is not otherwise exempt under sections 409.2-201 to 409.2-203, a rule adopted or order issued under this ac…

409.3-303. Securities registration by coordination. — (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 registration statement and acco…

409.3-304. Securities registration by qualification. — (a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in section 409.3-305, a consent to service of process com…

409.3-305. 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 act. (b) A person filing a registration statement shall pay a filing fee of one hun…

409.3-306. 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 int…

409.3-307. Waiver and modification. — The commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 409.3-302, 409.3-303, and 409.3-304(b) or the requirement of any information or record in a registration statement or in a periodic report f…

409.4-401. Broker-dealer registration requirement and exemptions. — (a) It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this act as a broker-dealer or is exempt from registration as a broker-dealer under subs…

409.4-402. 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 act as an agent or is exempt from registration as an agent under subsection (b). (b) The …

409.4-403. 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 act as an investment adviser or is exempt from registration as an invest…

409.4-404. 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 act as an investment adviser repr…

409.4-405. 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 …

409.4-406. 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 proce…

409.4-407. 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, …

409.4-408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association. — (a) If an agent registered under this act terminates employment by or association with a broker-dealer or issuer, or if an investment ad…

409.4-409. 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 days after the filing…

409.4-410. Filing fees. — (a) 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 one hundred dollars when filing a renewal of registration as a broker-dealer. If the filing results in a denial or w…

409.4-411. Postregistration requirements. — (a) Subject to Section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(h)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-22), a rule adopted or order issued under this act may establish…

409.4-412. Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration. — (a) If the commissioner finds that the order is in the public interest and subsection (d) authorizes the action, an order issued under this act may deny an application,…

409.5-501. 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 materia…

409.5-502. Prohibited conduct in providing investment advice. — (a) 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, …

409.5-503. Evidentiary burden. — (a) In a civil action or administrative proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) In a criminal proceeding under this act, a person cl…

409.5-504. Filing of sales and advertising literature. — (a) Except as otherwise provided in subsection (b), a rule adopted or order issued under this act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertisin…

409.5-505. 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 act, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleadin…

409.5-506. Misrepresentations concerning registration or exemption. — The filing of an application for registration, a registration statement, a notice filing under this act, the registration of a person, the notice filing by a person, or the registration of a security under this…

409.5-507. 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 repre…

409.5-508. Criminal penalties. — (a) A person commits the crime of criminal securities fraud when such person willfully violates section 409.5-501. (b) A person commits a criminal securities violation when such person willfully violates any other provision of this act, or a rule …

409.5-509. Civil liability. — (a) Enforcement of civil liability under this section is 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 409.3-301 or, by means of an u…

409.5-510. Rescission offers. — A purchaser, seller, or recipient of investment advice may not maintain an action under section 409.5-509 if: (1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (A) An offer stating t…

409.500. Short title. — Sections 409.500 to 409.566 may be cited as the "Missouri Takeover Bid Disclosure Act". ­­-------- (L. 1978 S.B. 820 § 1, A.L. 1986 H.B. 1667)

409.506. Definitions. — As used in sections 409.500 to 409.566, the following terms shall have the following meanings: (1) "Takeover bid", the acquisition of or offer to acquire by an offeror from an offeree, pursuant to a tender offer or request or invitation for tenders, any eq…