hb 0753

CHAPTER 194

HB 753 - FINAL VERSION

AN ACT relative to exemptions from issuer-dealer licenses for the sale of securities.

SPONSORS: Rep. Hess, Merr 11

This bill simplifies the application process for issuer-dealer licenses for certain securities sales and allows the secretary of state to issue orders exempting otherwise non-exempt sales of securities from the issuer-dealer licensing requirements under certain circumstances.

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Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

AN ACT relative to exemptions from issuer-dealer licenses for the sale of securities.

Be it Enacted by the Senate and House of Representatives in General Court convened:

194:1 New Paragraphs; Applications for Issuer-Dealer Licenses for Certain Securities Sales. Amend RSA 421-B:6 by inserting after paragraph I the following new paragraphs:

I-a. In connection with an offering of securities made pursuant to section 18(b)(4)(D) of the Securities Act of 1993 that requires only a notice filing in this state pursuant to RSA 421-B:11, I-a(e), a completed application for licensure as an issuer-dealer, an agent of an issuer-dealer and for an agent of the issuer, or authorization without licensure for an officer or director pursuant to RSA 421-B:2, II(e), shall be filed with the secretary of state no later than 15 days after the first sale of securities in this state, and the license or authorization will become effective without further action or review by the secretary of state. Provided that the application is complete and accompanied by the appropriate fees, the effective date of the license or authorization shall for all purposes be the date of first sale.

I-b. The issuer-dealer applications referred to in paragraph I-a shall set forth and be limited to the name of the issuer, the state of the issuer's formation, a description of the securities sold, the date of first sale of such securities in this state, the name or names of the representative or representatives of the issuer who are engaged in the sale of the securities, and confirmation that no agent has been convicted of a felony. The applications need only be signed by that person or those persons who are authorized to do so by the issuer's board of directors or other governing body. At the same time, the issuer shall submit a consent to service of process pursuant to RSA 421-B:30, VII, and shall pay the fees required by RSA 421-B:31. Each application shall be on a form prescribed by the secretary of state, consistent with the provisions of this section.

194:2 New Paragraph; Exemptions From Issuer-Dealer Licensing Requirements by Secretary of State. Amend RSA 421-B:6 by inserting after paragraph VII the following new paragraph:

VII-a. The secretary of state shall have the authority to issue orders exempting otherwise non-exempt sales of securities from the issuer-dealer and issuer-dealer agent licensing requirements of RSA 421-B:6 if the secretary of state determines:

(a) That all or substantially all of the proposed sales of securities fall within one or more of the exemptions set forth in:

(b) That granting the exemption will be consistent with the purposes fairly intended by the policy and provisions of this title.

194:3 Securities Sales Transactions Exempted From Registration. Amend RSA 421-B:17, II(a) to read as follows:

(a) Any isolated sales, whether or not effected through a broker-dealer, provided that no person shall make more than 5 sales, in total, of securities of the same issuer, in all jurisdictions combined, other than those designated in RSA 421-B:17, I(h), II(g), II(l) and II(p)(1), during any period of 12 consecutive months; provided further that in the case of sales by an issuer, except sales of securities registered under the Securities Act of 1933 or exempted by section 3(b) of that act, the seller reasonably believes that all buyers are purchasing for investment. The secretary of state, on a case by case basis, may by rule or order increase the number of persons to whom sales may be made under this exemption.