Title 49, Title 49: SALE OF SECURITIES

49:3-51 Applicability of act. 4. (a) Sections 5, 8, subsection (a) of section 9, and sections 13 and 24 of P.L.1967, c.93 (C.49:3-52, 49:3-55, 49:3-56, 49:3-60 and 49:3-71) apply to persons who sell or offer to sell when (1) an offer to sell is made in this State, or (2) an offer…

49:3-52. Unlawful activities It shall be 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 st…

49:3-52.1 Prohibitions relative to securities. 5. (a) Without limiting the general applicability of section 5 of P.L.1967, c.93 (C.49:3-52), a person may not: (1) quote a fictitious price with respect to a security; (2) effect a transaction in a security which involves no change …

49:3-52.2 Sales of securities, misleading use of senior-specific certifications. 1. a. A person who uses a certification or professional designation to indicate or imply that the user has special training in advising or servicing senior citizens or retirees (hereinafter, a "senio…

49:3-53 Prohibited practices relative to investment adviser. 6. (a) It shall be unlawful for any person who receives, directly or indirectly, any compensation from another person for advising the other person as to the value of securities or their purchase or sale, whether throug…

49:3-54 False, misleading statements. 7. It is unlawful for any person to make or cause to be made, in any document filed with the bureau or in any proceeding, investigation or examination conducted under this act, any statement which is, at the time and in the light of the circu…

49:3-55 Determination of validity of filed document. 8. (a) Neither (1) the fact that an application for registration of any persons or a registration statement of any security has been filed nor (2) the fact that a person or security is effectively registered constitutes a findi…

49:3-56 Registration required. 9. (a) It shall be unlawful for any person to act as a broker-dealer, agent, investment adviser or investment adviser representative or Internet site operator in this State unless that person is registered or exempt from registration under this act;…

49:3-57 Obtaining initial, renewal registration. 10. (a) A broker-dealer, agent, investment adviser or investment adviser representative, or Internet site operator may obtain an initial or renewal registration by filing with the bureau an application together with a consent to se…

49:3-58 Denial, suspension, revocation of registration. 11. (a) The bureau chief may by order deny, suspend, or revoke any registration if he finds: (1) that the order is in the public interest; and (2) that the applicant or registrant or, in the case of a broker-dealer, investme…

49:3-59 Maintenance of records, examination. 12. (a) (Deleted by amendment, P.L.1997, c.276.) (b) Every registered broker-dealer and investment adviser shall make and keep those accounts, correspondence, memoranda, papers, books, and other records as the bureau chief by rule pres…

49:3-60 Offer or sale of securities, lawful; conditions. 13. It is unlawful for any security to be offered or sold in this State unless: (a) The security or transaction is exempt under section 3 of P.L.1967, c.93 (C.49:3-50); (b) (Deleted by amendment, P.L.1997, c.276.) (c) (Dele…

49:3-60.1 Documents required to be filed. 14. (a) The bureau chief, by rule or otherwise, may require the filing of any or all of the following documents with respect to a federal covered security under paragraph (2) of subsection (b) of section 18 of the "Securities Act of 1933,…

49:3-61 Registration of security by qualification. 14. (a) Subject to the provisions of this section and section 15 of P.L.1967, c.93 (C.49:3-62) any security may be registered by qualification. (b) A registration statement under this section shall contain the following informati…

49:3-61.1 Coordination with federal registration. 7. a. Any 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. b. A registration statement under this section shall …

49:3-61.2 Registration by notification. 8. The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under section 7 of P.L.1985, c.405 (C.49:3-61.1) or by qualification under section 14 of P.L.1967, c.93 (C…

49:3-62 Filing of registration statement, fee. 15. (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. (b) Every person filing a registration statement shall pay a filing fee for each…

49:3-63 Filing of materials distributed to prospective investors. 16. The bureau chief may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distr…

49:3-64 Issuance of stop order. 17. (a) The bureau chief may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds: (1) that the order is in the public interest: and (2) that: (i) The registration state…

49:3-65 Handling of filed documents. 18. (a) A document is filed when it is received in completed form by the bureau; (b) The bureau shall keep a register of all applications for registration and registration statements which are or have ever been effective under this act and all…

49:3-66 Administration of act. 19. (a) This act shall be administered by the Bureau of Securities in the Division of Consumer Affairs of the Department of Law and Public Safety. The principal executive officer of the bureau shall be a chief who is appointed by and serves at the p…

49:3-66.1 Continuation of "Securities Enforcement Fund," fees, annual accounting of transactions. 15. The "Securities Enforcement Fund" in the Division of Consumer Affairs of the Department of Law and Public Safety shall continue as a nonlapsing, revolving fund. All fees, penalti…

49:3-67 Rules, forms, orders from bureau chief. 20. (a) The bureau chief may from time to time make, amend and rescind such rules, forms and orders as are reasonably necessary to carry out the provisions of this act, including rules and forms governing applications and reports, a…

49:3-68 Powers of bureau chief. 21. (a) The bureau chief in his discretion (1) may make such private investigations within or outside of this State as he deems necessary to determine whether any person has violated or is about to violate any provision of this act or any rule or o…

49:3-68.1 Restraints ordered by bureau chief. 26. (a) In case of contumacy by, or refusal to obey a subpoena or order issued to, any person, the bureau chief may, in his discretion, summarily order restraints on the issuance, sale, offer for sale, purchase or offer to purchase, p…

49:3-69 Enforcement actions by bureau chief. 22. (a) If it appears to the bureau chief that any person has, or directly or indirectly controls another person who has engaged in, is engaging in, or is about to engage in any act or practice constituting a violation of any provision…

49:3-70 Violations, penalties. 23. (a) Any person who knowingly violates any provision of this act, except section 7 or 13 of P.L.1967, c.93 (C.49:3-54 or C.49:3-60), or who knowingly violates any rule or order under this act, or who willfully violates section 7 of P.L.1967, c.93…

49:3-70.1 Violations, civil penalties. 29. Any person who violates any of the provisions of this act or who violates any rule or order under this act, shall be liable for the first violation to a penalty of not more than $10,000; for a second violation to a penalty of not more th…

49:3-71 Action for deceit; liability. 24. (a) Any person who (1) Offers, sells or purchases a security in violation of subsection (b) of section 8, subsection (a) of section 9 or section 13 of P.L.1967, c.93 (C.49:3-55, 49:3-56, or 49:3-60), or (2) Offers, sells or purchases a se…

49:3-72 Nonapplicability of act. 25. No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form or order of the bureau chief, notwithstanding that the rule, form or order may later be amended or rescinded or …

49:3-73 Consent to bureau chief as attorney for service of process. 26. (a) Every broker-dealer, agent or investment adviser applicant for registration under this act and every issuer who is required to file with the bureau to claim an exemption from registration or to register a…

49:3-75 Construction of act. 28. This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact similar laws and to co-ordinate the interpretation and administration of this act with related federal regulations. The bureau …

49:3-76. Severability of provisions If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the law which can be given effect without the invalid provision or applic…

49:3-77 Information provided to prospective investors. 1. In order for a transaction to meet the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer seeking to offer securities that meet those requirements and the Internet site …

49:3-78 Agreements relative to exempted transaction. 2. For any exempted transaction which meets the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer shall execute an escrow agreement with a bank, savings bank, savings and lo…

49:3-79 Promulgation of legend, investor certification. 3. a. The bureau shall promulgate a legend that the issuer shall be required to provide to all prospective investors in exempted securities offered pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 …

49:3-80 Requirements for Internet site. 4. The following requirements apply to an Internet site through which an issuer offers or sells securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50): a. The Internet site operator shall…

49:3-81 Quarterly report to investors. 5. An issuer of securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50) shall provide, free of charge, a quarterly report to the issuer's investors. An issuer may satisfy the reporting requ…

49:3-82 Criteria for disqualifying issuers from claiming exemption. 6. The bureau shall establish by regulation criteria for disqualifying issuers of securities from claiming the exemption from registration pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.…

49:3-83 Regulations. 7. The bureau chief, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), may adopt regulations to effectuate the purposes of P.L.2015, c.128 (C.49:3-77 et al.) and to comply with the requirements of applicable federal law; ex…

49:3-84 Short title. 1. This act shall be known and may be cited as the "Safeguarding Against Financial Exploitation Act." L.2019, c.340, s.1.

49:3-85 Definitions relative to financial exploitation of vulnerable adults. 2. As used in this act: "Applicable county adult services provider" means the county adult services provider that services the county of residence of the eligible adult. "County adult protective services…

49:3-86 Notification to bureau, county adult protective services provider. 3. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, the broker-dealer or investment advis…

49:3-87 Notification of certain third party. 4. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, a qualified individual shall notify any third party previously desi…

49:3-88 Delay of transaction, disbursement. 5. a. A broker-dealer or investment adviser may delay a transaction in connection with, or a disbursement from, an account of an eligible adult or an account on which an eligible adult is a beneficiary if: (1) the qualified individual r…