Title 09, Title 09: Commerce and Trade

§ 5307. Waiver and modification The Commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 5302 and 5303 and subsection 5304(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic …

§ 5401. 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 chapter as a broker-dealer or is exempt from registration as a broker-dealer under subsec…

§ 5402. 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 chapter as an agent or is exempt from registration as an agent under subsection (b) of this sec…

§ 5403. 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 chapter as an investment adviser or is exempt from registration as an investme…

§ 5404. 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 chapter as an investment adviser repres…

§ 5405. Federal covered investment adviser notice filing requirement (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 federa…

§ 5406. 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 process com…

§ 5407. 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, and a …

§ 5408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association (a) If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment advi…

§ 5409. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment representative Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the applicati…

§ 5410. Filing fees (a) A person shall pay a fee of $300.00 when initially filing an application for registration as a broker-dealer and a fee of $300.00 when filing a renewal of registration as a broker-dealer. A separate application in writing for branch office registration or …

§ 5411. Postregistration requirements (a) Subject to 15 U.S.C. § 78o(h) or 15 U.S.C. § 80b-22, a rule adopted or order issued under this chapter may establish minimum financial requirements for broker-dealers registered or required to be registered under this chapter and investme…

§ 5412. Denial, revocation, suspension, withdrawal, restriction, condition, or limitations of registration (a) If the Commissioner finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this chapter may deny …

§ 5501. General fraud It is unlawful for a person, in connection with the offer to sell, the offer to purchase, the sale, or the 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 f…

§ 5502. 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, or sel…

§ 5503. Evidentiary burden (a) 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) In a criminal proceeding under this chapter, a person …

§ 5504. Filing of sales and advertising literature (a) Except as otherwise provided in subsection (b) of this section, a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or ot…

§ 5505. 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 chapter, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading …

§ 5506. Misrepresentations concerning registration or exemption 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 c…

§ 5507. 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 representat…

§ 5508. Criminal penalties (a)(1) Upon conviction, any person shall be fined not more than $100,000.00 or imprisoned not more than five years, or both who: (A) willfully violates this chapter, or a rule adopted or order issued under this chapter, except section 5504 of this chapt…

§ 5509. 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 sections 5301, 5501, or 5502 of this chapter…

§ 5510. Rescission offers (a) Unless a purchaser, seller, or recipient of investment advice provides written notice of a dispute to the seller, purchaser, or provider of investment advice in conformity to subsection (b) of this section, such purchaser, seller, or recipient of inv…

§ 5601. Administration (a) The Commissioner shall administer this chapter. (b) It is unlawful for the Commissioner or an officer, employee, or designee of the Commissioner to use for personal benefit or the benefit of others records or other information obtained by or filed with …

§ 5602. Investigations and subpoenas (a) The Commissioner may: (1) conduct public or private investigations within or outside this State that the Commissioner considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this …

§ 5603. Civil enforcement (a) 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 this chapter or a rule adopted or order issued under this chapter or that a person has, …

§ 5604. Administrative enforcement (a) 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 this chapter or a rule adopted or order issued under this chapter or that a p…

§ 5605. Rules, forms, orders, interpretative opinions, and hearings (a) The Commissioner may: (1) issue forms and orders and, after notice and comment and in accordance with the provisions of 3 V.S.A. chapter 25 (Administrative Procedure Act), may adopt and amend rules necessary …

§ 5606. Administrative files and opinions (a) The Commissioner 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, investmen…

§ 5607. Public records; confidentiality (a) Except as otherwise provided in subsection (b) of this section, records obtained by the Commissioner or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or rep…

§ 5608. Uniformity and cooperation with other agencies (a) The Commissioner shall, in his or her discretion, cooperate, coordinate, consult, and, subject to section 5607 of this chapter, share records and information with the securities regulator of another state, Canada, a Canad…

§ 5609. Judicial review Any person aggrieved and directly affected by a final order issued by the Commissioner under this chapter may appeal to the Superior Court of Washington County. The appeal shall be heard by the court de novo. The filing of an appeal shall not stay enforcem…

§ 5610. Jurisdiction (a) Sections 5301 and 5302, subsections 5401(a), 5402(a), 5403(a), and 5404(a) and sections 5501, 5506, 5509, and 5510 of this chapter 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 this State …

§ 5611. Service of process (a) 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 Commissioner the person’s agent for service of process…

§ 5612. Severability clause 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, a…

§ 5613. Collection and disposition of fees (a) The fees provided for in this chapter shall be collected by the Commissioner and covered into the State Treasury except as provided in subsections (b) and (e) of this section. (b) There is hereby created a fund to be known as the Sec…

§ 5614. Recovery of expenses (a) Whenever it is necessary for the Commissioner to incur any expense in connection with any application, notification, registration, license, investigation, or administrative proceeding, the Commissioner may require that any person who is the subjec…

§ 5616. Vermont Financial Services Education and Victim Restitution Special Fund (a) Purpose. The purpose of this section is to provide: (1) funds for the purposes specified in subsection 5601(d) of this title; (2) restitution assistance to victims of securities violations who: (…

§ 5617. Vermont Whistleblower Award and Protection Act (a) Purpose. The purpose of this section is to provide: (1) protection from retaliation for whistleblowers and internal reporters who comply with the requirements in this section; and (2) monetary awards to whistleblowers who…

§ 6055. Unconscionable terms in standard-form contracts prohibited (a) Unconscionable terms. There is a rebuttable presumption that the following contractual terms are substantively unconscionable when included in a standard-form contract to which only one of the parties to the c…