Title 17, Title 17 — Corporations, Partnerships And Associations

Short title. This act may be cited as the "Wyoming Uniform Securities Act."

Definitions. (a) In this act, unless the context otherwise requires: (i) "Administrator" means the secretary of state; (ii) "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securitie…

References to federal statutes. As used in this act: "Securities Act of 1933" (15 U.S.C. § 77a et seq.), "Securities Exchange Act of 1934" (15 U.S.C. § 78a et seq.), "Public Utility Holding Company Act of 1935" (15 U.S.C. § 79 et seq.), "Investment Company Act of 1940" (15 U.S.C.…

References to federal agencies. A reference in this act to an agency or department of the United States is also a reference to a successor agency or department.

Electronic records and signatures; applicability. (a) 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. § 7001(c)) or authorize electronic…

Exempt securities. (a) The following securities are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504: (i) 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 19…

Exempt transactions. (a) The following transactions are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504: (i) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not; (ii) A nonissuer transaction by or through a broker-d…

Intrastate crowdfunding exemption. (a) Except as otherwise provided in this act, an offer or sale of a security by an issuer is exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 if the offer or sale meets all of the following requirements: (i) The issuer…

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 W.S. 17-4-301 through 17-4-306 and…

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 an exemption …

Securities registration requirement. (a) It is unlawful for a person to offer or sell a security in this state unless: (i) The security is a federal covered security; (ii) The security, transaction, or offer is exempted from registration under W.S. 17-4-201 through 17-4-204; or (…

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. § 77r(b)(2)), that is not otherwise exempt under W.S. 17-4-201 through 17-4-204, a rule adopted or order issued under this act may require the fi…

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 accompanying reco…

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 W.S. 17-4-305, a consent to service of process complying with W.S. …

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-fiftieth of one …

Denial, suspension, and revocation of securities registration. (a) The secretary of state may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the secretary of state finds that the order is in the public inte…

Waiver and modification. The secretary of state may waive or modify, in whole or in part, any or all of the requirements of W.S. 17-4-302, 17-4-303, and 17-4-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant …

Broker-dealers 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 subsection (b) o…

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) of this section. (b) T…

Investment adviser registration requirement. (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 investment adviser under subsectio…

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 representative or…

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 federal cover…

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 complying …

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 federal…

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 adviser represe…

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 (60) days after the filing of the …

Filing fees. (a) A person shall pay a fee of two hundred fifty dollars ($250.00) when initially filing an application for registration as a broker-dealer and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as a broker- dealer. If the filing resu…

Post registration requirements. (a) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this act may establish minimum financial requi…

Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration. (a) If the secretary of state 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 app…

General fraud. (a) It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (i) To employ a device, scheme, or artifice to defraud; (ii) To make an untrue statement of a material fact or to omit to state a material fact n…

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 selling se…

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 claiming an exe…

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 act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other adverti…

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 misleading in a materi…

Misrepresentations concerning registration or exemption. (a) 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 act does…

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 representative for…

Criminal penalties. (a) A person that willfully violates this act, or a rule adopted or order issued under this act, except W.S. 17-4-504 or the notice filing requirements of W.S. 17-4-302 or 17-4-405, or that willfully violates W.S. 17-4-505 knowing the statement made to be fals…

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 W.S. 17-4-301 or, by means of an untrue statement o…

Rescission offers. (a) A purchaser, seller, or recipient of investment advice may not maintain an action under W.S. 17-4-509 if: (i) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted: (A) An offer stating the respect in…

Administration. (a) The secretary of state shall administer this act. (b) It is unlawful for the secretary of state or an officer, employee, or designee of the secretary of state to use for personal benefit or the benefit of others records or other information obtained by or file…

Investigations and subpoenas. (a) The secretary of state may: (i) Conduct public or private investigations within or outside of this state which the secretary of state considers necessary or appropriate to determine whether a person has violated, is violating, or is about to viol…

Civil enforcement. (a) If the secretary of state 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 that a person has, is, or is…

Administrative enforcement. (a) If the secretary of state 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 that a person has …

Rules, forms, orders, interpretative opinions, and hearings. (a) The secretary of state may: (i) 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 governin…

Administrative files and opinions. (a) The secretary of state 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…

Public records; confidentiality. (a) Except as otherwise provided in subsection (b) of this section, records obtained by the secretary of state or filed under this act, including a record contained in or filed with a registration statement, application, notice filing, or report, …

Uniformity and cooperation with other agencies. (a) The secretary of state shall, in his discretion, cooperate, coordinate, consult, and, subject to W.S. 17-4-607, share records and information with the securities regulator of another state, Canada, a Canadian province or territo…

Judicial review. A final order issued by the secretary of state under this act is subject to judicial review in accordance with Wyoming Administrative Procedure Act.

Jurisdiction. (a) W.S. 17-4-301, 17-4-302, 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501, 17-4-506, 17-4-509, and 17-4-510 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 or the offer to pu…

Service of process. (a) A consent to service of process complying with W.S. 17-4-611 required by this act must be signed and filed in the form required by a rule or order under this act. A consent appointing the secretary of state the person's agent for service of process in a no…