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New Jersey Uniform Securities Law - New Jersey …

PLEASE READ. The official text of New Jersey Statutes can be found through the home page of the New Jersey Legislature New Jersey Statutes Annotated ( ), published by Thomson West, provides the official annotated statutes for New Jersey . The statutes in PDF form provided on this website by the Division of Consumer Affairs are unofficial courtesy copies, which may differ from the official text. Although every effort is made to ensure that the text of the courtesy copies is identical to the official version, if any discrepancies exist between the text on this website and the official version, the official version will govern. New Jersey Uniform Securities Law Table of Contents 49:3-47.

New Jersey Uniform Securities Law LAW AND PUBLIC SAFETY Revised 5/26/2016 Page 4 (iii) a broker-dealer registered under this act; (iv) a publisher of any bona fide newspaper, news magazine, or business or financial

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Transcription of New Jersey Uniform Securities Law - New Jersey …

1 PLEASE READ. The official text of New Jersey Statutes can be found through the home page of the New Jersey Legislature New Jersey Statutes Annotated ( ), published by Thomson West, provides the official annotated statutes for New Jersey . The statutes in PDF form provided on this website by the Division of Consumer Affairs are unofficial courtesy copies, which may differ from the official text. Although every effort is made to ensure that the text of the courtesy copies is identical to the official version, if any discrepancies exist between the text on this website and the official version, the official version will govern. New Jersey Uniform Securities Law Table of Contents 49:3-47.

2 Title amended; "act" defined.. 2. 49:3-49. Definitions relative to Uniform Securities Law.. 2. 49:3-50. Exemptions of certain 7. 49:3-51. Applicability of act.. 12. 49:3-52. Unlawful activities .. 13. 49 Prohibitions relative to Securities .. 13. 49 Sales of Securities , misleading use of senior-specific certifications.. 14. 49:3-53. Prohibited practices relative to investment 15. 49:3-54. False, misleading statements.. 16. 49:3-55. Determination of validity of filed document.. 16. 49:3-56. Registration required.. 17. 49:3-57. Obtaining initial, renewal registration.. 19. 49:3-58. Denial, suspension, revocation of registration.. 21. 49:3-59. Maintenance of records, examination.. 24.

3 49:3-60. Offer or sale of Securities , lawful; conditions.. 25. 49 Documents required to be filed.. 25. 49:3-61. Registration of security by qualification.. 26. 49 Coordination with federal registration.. 29. 49 Registration by notification.. 31. 49:3-62. Filing of registration statement, fee.. 32. 49:3-63. Filing of materials distributed to prospective investors.. 33. 49:3-64. Issuance of stop order.. 33. 49:3-65. Handling of filed 36. 49:3-66. Administration of act.. 36. 49 Continuation of " Securities Enforcement Fund," fees, annual accounting of transactions.. 36. 49:3-67. Rules, forms, orders from bureau chief.. 37. 49:3-68. Powers of bureau chief.. 37. 49 Restraints ordered by bureau chief.

4 39. 49:3-69. Enforcement actions by bureau 40. 49:3-70. Violations, penalties.. 41. 49 Violations, civil penalties.. 42. 49:3-71. Action for deceit; 42. New Jersey Uniform Securities Law LAW AND PUBLIC SAFETY. 49:3-72. Nonapplicability of act.. 44. 49:3-73. Consent to bureau chief as attorney for service of process.. 44. 49:3-75. Construction of act.. 45. 49:3-76. Severability of 45. 49:3-77. Information provided to prospective investors.. 46. 49:3-78. Agreements relative to exempted 47. 49:3-79. Promulgation of legend, investor certification.. 47. 49:3-80. Requirements for Internet site.. 48. 49:3-81. Quarterly report to 49. 49:3-82. Criteria for disqualifying issuers from claiming exemption.

5 50. 49:3-83. Regulations.. 50. Revised 5/26/2016 Page 1. New Jersey Uniform Securities Law LAW AND PUBLIC SAFETY. 49:3-47. Title amended; "act" defined. This act amending and supplementing the " Uniform Securities Law (1967)" shall be known and may be cited as the " Uniform Securities Law (1997)." "Act" as used in this revision means this 1997 act amending and supplementing the " Uniform Securities Law (1967).". , , ; amended 1997, , 49:3-49. Definitions relative to Uniform Securities Law. When used in this act, unless the context requires otherwise: (a) "Bureau" means the agency designated in subsection (a) of section 19 of , ( :3- 66);. (b) "Agent" means any individual other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of Securities .

6 "Agent" does not include an individual who represents an issuer in (1) effecting transactions in a security exempted by paragraph (1), (2), (3), or (11) of subsection (a) of section 3 of , ( :3-50); (2) effecting transactions exempted by subsection (b) of section 3 of , ( :3-50); (3) effecting transactions with existing employees, partners, or directors of the issuer, if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this State; or (4) a broker-dealer in effecting transactions in this State limited to those transactions described in paragraph (2) of subsection (h) of section 15 of the " Securities Exchange Act of 1934," 15 (h)(2); or (5) such other persons not otherwise within the intent of this subsection (b), as the bureau chief may by rule or order designate.

7 A partner, officer, or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition. The bureau chief may by rule or order, as to any transaction, waive the requirement of agent registration. The bureau chief may by rule define classes of persons as "agents," if those persons are regulated as "agents" by the Securities and Exchange Commission or any self-regulatory organization established pursuant to the laws of the United States;. (c) "Broker-dealer" means any person engaged in the business of effecting or attempting to effect transactions in Securities for the accounts of others or for his own account.

8 "Broker-dealer" does not include (1) an agent, (2) an issuer, (3) a person who effects transactions in this State exclusively in Securities described in paragraphs (1) and (2) of subsection (a) of section 3 of , ( :3-50), (4) a bank, savings institution, or trust company, or (5) a person who effects transactions in this State exclusively with or through (i) the issuers of the Securities involved in the transactions, (ii) other broker-dealers, (iii) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the "Investment Company Act of 1940," pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees or (iv) such other persons not otherwise within the intent of this subsection (c), as the bureau chief may by rule or order designate.

9 (d) "Capital" shall mean net capital, as defined and adjusted under the formula established by the Securities and Exchange Commission in Rule 15c3-1, 17 , made pursuant to the " Securities Exchange Act of 1934," prescribing a minimum permissible ratio of aggregate indebtedness to net capital as such formula presently exists or as it may hereafter be amended;. Revised 5/26/2016 Page 2. New Jersey Uniform Securities Law LAW AND PUBLIC SAFETY. (e) "Fraud," "deceit," and "defraud" are not limited to common-law fraud or deceit. "Fraud,". "deceit" and "defraud" in addition to the usual construction placed on these terms and accepted in courts of law and equity, shall include the following, provided, however, that any promise, representation, misrepresentation or omission be made with knowledge and with intent to deceive or with reckless disregard for the truth and results in a detriment to the purchaser or client of an investment adviser: (1) Any misrepresentation by word, conduct or in any manner of any material fact, either present or past, and any omission to disclose any such fact.

10 (2) Any promise or representation as to the future which is beyond reasonable expectation or is unwarranted by existing circumstances;. (3) The gaining of, or attempt to gain, directly or indirectly, through a trade in any security, a commission, fee or gross profit so large and exorbitant as to be unconscionable, unreasonable or in violation of any law, regulation, rule, order or decision of the Securities and Exchange Commission, or the bureau chief; or to the extent that such law, regulation, rule or order directly applies to the person involved, the gaining of, or attempt to gain, directly or indirectly, through a trade in any security, a commission, fee or gross profit so large and exorbitant as to be in violation of any law, regulation, rule, order or decision of any other state or Canadian Securities administrator, or any self-regulatory organization established pursuant to the laws of the United States.


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