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 pursuant to the New Mexico Uniform Securities Act.
B. A person filing a registration statement shall pay a filing fee of one-tenth of one percent of the maximum aggregate offering price at which the registered securities are to be offered in New Mexico, but not less than five hundred twenty-five dollars ($525) nor more than two thousand five hundred dollars ($2,500) or five hundred twenty-five dollars ($525) if the person is an issuer or a person acting on behalf of an issuer and is claiming an exemption from the registration requirements of federal law regarding small company offerings under Rule 504 of Regulation D (17 C.F.R. 230.504). If a registration statement is withdrawn before the effective date or a preeffective stop order is issued pursuant to Section 306 [58-13C-306 NMSA 1978] of the New Mexico Uniform Securities Act, the director shall retain the fee set forth in this subsection.
C. A registration statement filed pursuant to Section 303 [58-13C-303 NMSA 1978] or 304 [58-13C-304 NMSA 1978] of the New Mexico Uniform Securities Act shall specify:
(1) the amount of securities to be offered in New Mexico;
(2) the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and
(3) any adverse order, judgment or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission or a court.
D. A record filed pursuant to the New Mexico Uniform Securities Act or the predecessor act within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.
E. In the case of a nonissuer distribution, information or a record may not be required pursuant to Subsection I of this section or Section 304 of the New Mexico Uniform Securities Act, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.
F. A rule adopted or order issued pursuant to the New Mexico Uniform Securities Act may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in New Mexico be impounded until the issuer receives a specified amount from the sale of the security either in New Mexico or elsewhere. The conditions of any escrow or impoundment required pursuant to this subsection may be established by rule adopted or order issued pursuant to the New Mexico Uniform Securities Act, but the director shall not reject a depository institution solely because of its location in another state.
G. A rule adopted or order issued pursuant to the New Mexico Uniform Securities Act may require as a condition of registration that a security registered pursuant to that act be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed pursuant to that act or preserved for a period specified by the rule or order, which shall not be longer than five years.
H. Except while a stop order is in effect pursuant to Section 306 of the New Mexico Uniform Securities Act, a registration statement is effective for one year after its effective date, or for any longer period designated in an order pursuant to that act during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered pursuant to the New Mexico Uniform Securities Act are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement shall not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the director.
I. While a registration statement is effective, a rule adopted or order issued pursuant to the New Mexico Uniform Securities Act may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.
J. A registration statement may be amended after its effective date. The posteffective amendment becomes effective when the director so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay an additional registration fee of three times the fee otherwise payable, calculated in the manner specified in Subsection B of this section, with respect to the additional securities to be offered and sold, unless the maximum filing fee has been paid. If the maximum filing fee was paid at the time of filing the original registration statement, no additional filing fee is required to be paid with the amendment. A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.
History: Laws 2009, ch. 82, § 305.
ANNOTATIONSEffective dates. — Laws 2009, ch. 82, § 704 made the New Mexico Uniform Securities Act effective January 1, 2010.
Cases under prior law. — The pre-2010 cases below were decided under the former New Mexico Securities Act of 1986, Chapter 58, Article 13B. Due to the similarities between the two laws, the case annotations have been retained and included as annotations to the New Mexico Uniform Securities Act.
Knowledge not requisite for conviction for violation of this section. — The wording of former Section 58-13-43A NMSA 1978 shows that knowledge that an item was a security was not a requisite for a conviction for violating former Section 58-13-4 NMSA 1978. State v. Sheets, 1980-NMCA-041, 94 N.M. 356, 610 P.2d 760, cert. denied, 94 N.M. 675, 615 P.2d 992 (decided under former law).
Scienter is not element of crime of offering to sell or selling unregistered securities. State v. Shafer, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Reliance on attorney's advice is not defense to the crime of selling or offering to sell unregistered securities. State v. Shafer, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
"Sale". — Former Section 58-13-2F NMSA 1978 was controlling as to the proper definition of "sale" in a prosecution for the sale of unregistered securities under Subsection A of former Section 58-13-4 NMSA 1978. State v. Shafer, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Fourth-degree felony. — Because a violation of Subsection A of former Section 58-13-4 NMSA 1978 was declared to be a felony without degree, the offense was construed to constitute a fourth-degree felony under former Section 31-18-13C NMSA 1978. State v. Shafer, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Law reviews. — For article, "A Survey of the Securities Act of New Mexico," see 2 N.M.L. Rev. 1 (1972).
For comment, "Securities: Private Placements in New Mexico," see 7 N.M.L. Rev. 105 (1976-77).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 69A Am. Jur. 2d Securities Regulation - State §§ 74 et seq., 102, 232.
Application of blue sky laws to preincorporation subscriptions, 50 A.L.R.2d 1103.
What acts in connection with sale of unauthorized securities will render a person, other than officer or director of corporation, civilly liable under state securities acts (blue sky laws) for purchase price, 59 A.L.R.2d 1030.
Purchaser's right to set up invalidity of contract because of violation of state securities regulation as affected by doctrine of estoppel, 84 A.L.R.2d 479.