Title 71, Title 71 — Securities

This act shall be known and may be cited as the "Oklahoma Uniform Securities Act of 2004". Added by Laws 2003, c. 347, § 1, eff. July 1, 2004.

In this act, unless the context otherwise requires: 1. "Administrator" means the securities Administrator appointed by the Oklahoma Securities Commission; 2. "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effe…

"Securities Act of 1933" (15 U.S.C. Section 77a et seq.), "Securities Exchange Act of 1934" (15 U.S.C. Section 78a et seq.), "Public Utility Holding Company Act of 2005" (42 U.S.C. Section 16451 et seq.), "Investment Company Act of 1940" (15 U.S.C. Section 80a-1 et seq.), "Invest…

A reference in this act to an agency or department of the United States is also a reference to a successor agency or department. Added by Laws 2003, c. 347, § 4, eff. July 1, 2004.

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 delivery of any of the notices described in Sec…

The following securities are exempt from the requirements of Sections 1-301 and 1-504 of this title: 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 Securities Act of 1933, issued, insured, or guara…

The following transactions are exempt from the requirements of Sections 1-301 and 1-504 of this title: 1. An isolated nonissuer transaction, whether or not effected by or through a broker-dealer; 2. A nonissuer transaction by or through a broker-dealer registered, or exempt from …

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 1-301 through 1-305 and 1-504 of this title; and an order un…

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 an exemption created under subparagraph c or d…

It is unlawful and shall be deemed a Class C2 felony offense 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 1-201 through 1-203 of th…

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 1-201 through 1-203 of this title, the issuer shall file a notice with the Administrator prior t…

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 under this section must contain or be accompanied by the followi…

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 1-305 of this title, a consent to service of process complying with Section 1-611 of this title, and th…

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 the filing fee set forth in Section 1-612 of this title. If a registra…

registration statement. A. 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…

The Administrator may waive or modify, in whole or in part, any or all of the requirements of Sections 1-302, 1-303, and subsection B of Section 1-304 of this title or the requirement of any information or record in a registration statement or in a periodic report filed pursuant …

requirements. A. In addition to all other applicable registration provisions specified in this act, investment certificate issuers are subject to the provisions of this section. As used in this section: 1. "Investment certificate" means thrift certificates, certificates of deposi…

A. It is unlawful and shall be deemed a Class C2 felony offense 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 subsection B or D of this …

A. It is unlawful and shall be deemed a Class C2 felony offense 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 of this section. B. The fo…

exemptions. A. It is unlawful and shall be deemed a Class C2 felony offense 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 investment adviser und…

requirement and exemptions. A. It is unlawful and shall be deemed a Class C2 felony offense 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 representative or i…

requirement and exemptions. A. Except with respect to a federal covered investment adviser described in subsection B of this section, it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the fede…

A. A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application that contains: 1. The information required for the filing of a uniform application, a consent to service of process complying with Section 1-611…

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

investment adviser representative - 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 adviser representative registered under this act terminates employment b…

investment adviser, and investment adviser representative. 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…

A. Subject to Section 15(i) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-18a), a rule adopted or order issued under this act may establish minimum financial requirements for broker-d…

condition, or limitation of registration. A. If the Administrator finds that the order is in the public interest and subsection D of this section authorizes the action, an order issued under this act may deny an application, or may condition or limit registration: 1. Of an applic…

It is unlawful and shall be deemed a Class C2 felony offense 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…

A. It is unlawful and shall be deemed a Class C2 felony offense 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 securit…

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 exemption, exception, preemption, or exclusion. B. In a criminal proceeding under this act, a per…

A. Except as otherwise provided in subsection B of this section, it is unlawful for a person to distribute a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising communication relating to a security or investment advice, addressed or …

It is unlawful and shall be deemed a Class C2 felony offense 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…

The filing of an application for registration, a registration statement, or a notice filing under this act, or the registration of a person or security under this act, does not constitute a finding by the Administrator that a record filed under this act is true, complete, and not…

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. A person who willfully violates this act, or a rule adopted or order issued under this act, except Section 1-504 of this title or the notice filing requirements of Section 1-302 or 1-405 of this title, or that willfully violates Section 1-505 of this title knowing the statemen…

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 a purchaser if the person sells a security in violation of Section 1-301 of this title, or by means of an untrue statement of a mat…

A purchaser, seller, or recipient of investment advice may not maintain an action under Section 1-509 of this title if: 1. The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: a. an offer stating the respect in which liab…

Commission and Department of Securities. A. The Administrator shall administer the Oklahoma Uniform Securities Act of 2004. B. There are hereby created the Oklahoma Securities Commission and the Department of Securities. The Commission shall be the policy making and governing aut…

A. 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 act or a rule adopted or order is…

A. 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 act or a rule adopted or order issued under this act or constituting a dishonest or unethical practice or tha…

A. 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 act or a rule adopted or order issued under this act or constituting a dishonest or unethical practice or t…

hearings. A. 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 act and may repeal rules, including rules and forms governing registration statements, applications, notice filings, r…

A. 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, and investment adviser represe…

A. Except as otherwise provided in subsection B of this section, records obtained by the Administrator or filed under this act, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for …

A. The Administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to Section 1-607 of this title, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securiti…

A. Any person aggrieved by final order of the Administrator may obtain a review by the Commission by filing with the Administrator, within fifteen (15) days after the entry of the order, a written petition praying that the order be modified or set aside in whole or in part and st…

A. Sections 1-301 and 1-302, subsection A of Section 1-401, subsection A of Section 1-402, subsection A of Section 1-403, subsection A of Section 1-404, and Sections 1-501, 1-506, 1-509 and 1-510 of this title do not apply to a person that sells or offers to sell a security unles…

A. A consent to service of process required by this act must be signed and filed in the form required by a rule adopted or order issued under this act. A consent appointing the Administrator the person's agent for service of process in a noncriminal action or proceeding against t…

A. Unless otherwise provided for by law, the following shall be the fees charged pursuant to the provisions of this act: 1. Broker-dealer registration fee or renewal fee...............................$300.00 2. Broker-dealer or issuer agent or broker-dealer principal registration…