(1) The following transactions are exempted from sections 11-51-301 and 11-51-305:
(a) Any isolated nonissuer transaction, whether or not effected through a broker-dealer; (b) Any nonissuer distribution of an outstanding security:
If a recognized securities manual contains the name of the issuer, the names of theissuer's officers and directors, a balance sheet of the issuer as of a date within the eighteenmonth period immediately preceding the date of the distribution, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations;
If the security has a fixed maturity or a fixed interest or dividend provision and therehas been no default by the issuer during the current fiscal year or within the three preceding fiscal years, or during the existence of the issuer and any predecessors if less than three years, in the payment of principal, interest, or dividend on any security of the issuer;
If any class of securities of the issuer is registered under section 12 of the federal"Securities Exchange Act of 1934";
If the issuer is an investment company registered under the federal "InvestmentCompany Act of 1940"; or
If the issuer of the security has filed and maintained with the securities commissioner, for not less than ninety days next preceding the transaction, such information as the securities commissioner may specify by rule and has paid an exemption fee to be determined and collected as provided in section 11-51-707;
Any nonissuer transaction effected by or through a licensed broker-dealer pursuant toan unsolicited order or offer to buy, if either the confirmation of the transaction delivered to the customer clearly states that the transaction was unsolicited or the broker-dealer obtains a written acknowledgment signed by the customer that the transaction was unsolicited and a copy of the confirmation or the acknowledgment is preserved by the broker-dealer for such period as the securities commissioner may, by rule, require;
Any transaction between the issuer or other person on whose behalf the offering ismade and an underwriter or among underwriters;
Any transaction in a bond or other evidence of indebtedness secured by a mortgage,security interest, or deed of trust or by an agreement for the sale of real estate or chattels, if the entire mortgage, security interest, deed of trust, or agreement together with all the bonds or other evidences of indebtedness secured thereby is offered and sold as a unit;
Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee inbankruptcy, guardian, or conservator;
Any transaction executed by a bona fide pledgee without any purpose of evading theprovisions of this article;
Any offer or sale to a financial or institutional investor or to a broker-dealer, whetherthe purchaser is acting for itself or in some fiduciary capacity;
Any transaction not involving any public offering;
Any transaction pursuant to an offering of securities directed by the offeror to notmore than twenty persons (other than those designated in paragraph (h) of this subsection (1)) in this state and sold to not more than ten buyers (other than those designated in paragraph (h) of this subsection (1)) in this state during any period of twelve consecutive months, whether or not the offeror or any of the offerees or buyers is then present in this state, if:
The seller reasonably believes that all the buyers in this state (other than those designated in paragraph (h) of this subsection (1)) are purchasing for investment; and
No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in this state (other than those designated in paragraph (h) of this subsection (1)) except to a licensed broker-dealer or a licensed sales representative;
Any offer or sale of a preorganization certificate or subscription if no commission orother remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, if the number of subscribers does not exceed twenty-five, and if no payment is made by any subscriber;
Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants, or transferable warrants exercisable within not more than ninety days of their issuance, if no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this state except to a licensed or exempt broker-dealer;
A transaction involving an offer to sell, but not a sale, of a security if:
A registration or offering statement or similar document as required under the federal"Securities Act of 1933" has been filed with the securities and exchange commission, but is not effective;
A registration statement, if required, has been filed under section 11-51-303, but isnot effective; and
No stop order of which the offeror is aware has been entered by the securities commissioner or the securities and exchange commission;
(n) A transaction involving an offer to sell, but not a sale, of a security if:
A registration statement has been filed under section 11-51-304 but is not effective;and
No stop order of which the offeror is aware has been entered by the securities commissioner;
A transaction described in section 11-51-201 (13)(g); and
Any offer or sale of a security in compliance with an exemption from registrationwith the securities and exchange commission under section 3(b)(1) or 4(a)(2) of the federal "Securities Act of 1933", as amended, 15 U.S.C. secs. 77c (b)(1) and 77d (a)(2), pursuant to regulations adopted in accordance with the federal act by the securities and exchange commission; except that an offer or sale of a security in compliance with an exemption from registration with the securities and exchange commission under regulation A, codified at 17 CFR 230.251 to 17 CFR 230.263 and adopted pursuant to section 3(b) of the federal "Securities Act of 1933", as amended, is not exempted under this section. The issuer shall file with the securities commissioner a notification of exemption, in a form prescribed by the securities commissioner, and pay an exemption fee to be determined and collected pursuant to section 11-51-707.
Source: L. 90: Entire article R&RE, p. 717, § 1, effective July 1. L. 2015: (1)(p) amended, (SB 15-104), ch. 177, p. 578, § 5, effective May 11; (1)(p) amended, (SB 15-264), ch. 259, p. 944, § 14, effective August 5.
Editor's note: (1) This section is similar to former § 11-51-113 as it existed prior to 1990.
(2) Amendments to this section by SB 15-104 and SB 15-264 were harmonized.
Cross references: For the "Securities Exchange Act of 1934", see Pub.L. 73-291, codified at 15 U.S.C. § 78a et seq.; for the "Investment Company Act of 1940", see Pub.L. 76768, codified at 15 U.S.C. § 80a-1 et seq.; for the "Securities Act of 1933", see Pub.L. 73-22, codified at 15 U.S.C. § 77a et seq.