Title 7, Title 7 Associations, and Partnerships

(a) A licensed broker-dealer or investment adviser may file an application for licensing of a successor, whether or not the successor is in existence, if the fee the director prescribes for the application is submitted with the application. (b) When a broker-dealer or investment …

(a) Without previous notice, the director may examine or investigate in a manner reasonable under the circumstances the records, within or without this state, of a broker-dealer, sales representative, investment adviser, or investment adviser representative licensed by the state …

(a) The director may by order: (1) Deny, suspend, or revoke a license; (2) Limit the securities activities that an applicant or licensed person may perform in this state; (3) Bar a broker-dealer or investment adviser from conducting any securities activities in this state; (4) Ba…

The director’s determination that an applicant or licensed person lacks qualification under § 7-11-212 is limited by the following provisions. The director: (1) May not enter an order against a broker-dealer on the basis of the lack of qualification of: (i) A person other than th…

(a) An application for a license may be withdrawn by the applicant without prejudice before the license becomes effective. (b) Withdrawal from licensing as a broker-dealer, sales representative, investment adviser, or investment adviser representative becomes effective thirty (30…

Unless prohibited by rule or order of the director, an investment adviser registered under this chapter may take or retain custody of securities or funds of a client.

A person may not offer to sell or sell a security in this state unless the security: (1) Is registered under this chapter; (2) The security or transaction is exempt under this chapter; or (3) It is a federal covered security.

(a) Securities for which a registration statement has been filed under the Securities Act of 1933, 15 U.S.C. § 77a et seq., in connection with the offering of the securities, may be registered by filing, whether or not they are also eligible for registration under § 7-11-303 or §…

(a) Securities for which a registration statement has been filed under the Securities Act of 1933, 15 U.S.C. § 77a et seq., in connection with the offering of the securities, may be registered by coordination. (b) A registration statement under this section contains the following…

(a) A security may be registered by qualification. (b) A registration statement under this section contains the following information and is accompanied by the following documents in addition to the information specified in § 7-11-305(c) and the consent to service of process requ…

(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) A person filing a registration statement shall pay a nonrefundable fee of one-tenth of one percent (0.1%) of the maximum aggreg…

(a) The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the director finds: (1) That the order is in the public interest; and (2) That: (i) The registration statement as of the effective date or…

(a) The director may require by rule or order the filing of any or all of the following documents with respect to a covered security under § 18(b)(2) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2): (1) Prior to the initial offer of a federal covered security in this state, …

The following securities are exempt from §§ 7-11-301 and 7-11-404: (1) A security, including a revenue obligation, issued, insured, or guaranteed by the United States, an agency or corporate or other instrumentality of the United States, an international agency or corporate or ot…

The following transactions are exempt from §§ 7-11-301 and 7-11-404: (1) An isolated nonissuer transaction, whether or not effected through a broker-dealer; (2) A nonissuer transaction in an outstanding security if the issuer of the security has a class of securities subject to r…

(a) The director may by order deny or revoke an exemption specified in § 7-11-401 or 7-11-402 regarding a specific security or transaction if the director reasonably believes, after inquiry, that there is about to be or has been a violation of this chapter and that the action is …

The director may require by rule or order the filing of a prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients o…

In connection with the offer to sell, sale, offer to purchase, or purchase of a security, a person may not, directly or indirectly: (1) Employ a device, scheme, or artifice to defraud; (2) Make an untrue statement of a material fact or omit to state a material fact necessary in o…

(a) Without limiting the general applicability of § 7-11-501, a person may not directly or indirectly: (1) Quote a fictitious price with respect to a security; (2) Effect a transaction in a security which involved no change in the beneficial ownership of the security for the purp…

An investment adviser, a federal covered adviser, or a person who represents an investment adviser or a federal covered adviser may not, directly or indirectly: (1) Employ a device, scheme, or artifice to defraud a client; (2) Engage in an act, practice, or course of business tha…

In a document filed with the director or in a proceeding under this chapter, no person may make or cause to be made any untrue statement of material fact or omit or cause to be omitted a material fact necessary in order to make the statements made, in light of the circumstances u…

(a) Neither the fact that a notice filing or an application for licensing or a registration statement has been filed under this chapter nor the fact that a person is licensed or a security is registered under this chapter constitutes a finding by the director that a document file…

(a) The director may make any investigation, within or without this state, as the director finds necessary to determine whether a person has violated, or is about to violate, this chapter or a rule or order of the director under this chapter or to aid in enforcement of this chapt…

(a) If the director reasonably believes, whether or not based upon an investigation conducted under § 7-11-601, that any person has engaged, is engaging, or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order un…

(a) Upon a showing by the director that a person has violated or is about to violate this chapter or a rule or order of the director under this chapter, the superior court may grant or impose one or more of the following appropriate legal or equitable remedies: (1) Upon a showing…

(a) A person who willfully violates a provision of this chapter, except § 7-11-504, or a rule of the director under this chapter, or who violates § 7-11-504, knowing the statement made or omitted to be false or misleading in any material respect, is guilty of a felony and upon co…

(a) A person who offers or sells a security in violation of § 7-11-201, 7-11-301(1) or (2), 7-11-305(k), 7-11-501, 7-11-503, or 7-11-505(b) is liable to the purchaser of the security from that person. Upon tender of the security, the purchaser may recover the consideration paid f…

No person may obtain relief under § 7-11-605 unless suit is brought within the earliest of one year after the discovery of the violation, one year after discovery should have been made by the exercise of reasonable care, or three (3) years after the act, omission, or transaction …

(a) No purchaser may obtain relief under § 7-11-605(a) if, before suit is commenced, the purchaser: (1) Receives a written offer: (i) Stating the respect in which liability under § 7-11-605 may have arisen and fairly advising the purchaser of the purchaser’s rights of rescission;…

(a) Except as provided in § 7-11-607, a tender required under this chapter may be made before entry of judgment. (b) The rights and remedies provided by this chapter are in addition to any other rights or remedies that exist at law or in equity, but this chapter does not create a…

This chapter is administered by the director. The general assembly shall annually appropriate any sums that it deems sufficient for the administration and enforcement of the provisions of this chapter; and the state controller is authorized and directed to draw his or her orders …

Neither the director nor an employee of the director may use, for personal gain or benefit, information filed with or obtained by the director that is not public information, nor may the director or an employee of the director conduct securities dealings based on information file…

(a) Except as provided in subsection (b), information and documents filed with or obtained by the director are public information and are available for public examination under the open records law of the state. (b) The following information and documents do not constitute public…

(a) To encourage uniform interpretation and administration of this chapter and effective securities regulation and enforcement, the director may cooperate with the securities agencies or administrators of one or more states, Canadian provinces or territories, or another country, …

(a) In addition to specific authority otherwise granted by this chapter, the director: (1) Shall adopt rules of practice describing the nature and requirements of all formal and informal procedures available to the public, including a description of all forms and instructions tha…

(a) Any person may petition the director for a declaratory order as to the applicability to specified circumstances of a statute, rule, or order under this chapter. The director may issue a declaratory order in response to a petition for that order unless the director determines …

No provision of this chapter imposing liability applies to an act done or omitted in good faith in conformity with: (1) A rule or order adopted by the director, notwithstanding that the rule or order is later amended, repealed, or determined by judicial or other authority to be i…

(a) An applicant for licensing or registration under this chapter, a federal covered adviser or an issuer who proposes to offer securities in this state through a person acting on an agency basis in the common law sense shall file with the director, in the form the director, by r…

(a) The director keeps one or more registers of: (1) All applications for licensing and registration under this chapter; (2) All licenses and registration statements that become effective under this chapter; (3) All disciplinary and enforcement orders issued and reports of invest…

(a) The director may commence an administrative proceeding under this chapter by entering a notice of intent to do a contemplated act. The notice of intent may be entered without notice, without opportunity for hearing, and need not be supported by findings of fact or conclusions…

(a) All actions of the director including administrative proceedings, adoption of rules, and issuance of orders are governed by the state administrative procedures act, except that: (1) The issue of a stop order under § 7-11-303(e) is governed by § 7-11-303(e); (2) The issue of a…

(a) The director may use emergency administrative proceedings in a situation involving an immediate danger to the public welfare requiring immediate action. (b) The director may take only the action that is necessary to prevent or avoid the immediate danger to the public welfare …

(a) Sections 7-11-201, 7-11-301, 7-11-307, 7-11-501, 7-11-502, 7-11-505, and 7-11-605 apply to a person who offers to sell a security if: (1) An offer to sell is made in this state; or (2) An offer to purchase is made and accepted in this state. (b) Sections 7-11-201, 7-11-307, 7…

(a) No person subject to this chapter who makes or engages in the performance of a contract in violation of this chapter or a rule or order of the director under this chapter, or who acquires a right under a contract with knowledge of the facts by which its making or performance …

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it and to coordinate the interpretation and administration of this chapter with the related federal laws and reg…

This chapter may be cited as the Rhode Island Uniform Securities Act (1990).