The Uniform Securities Act - Registration
exempt transactions include (11)
1. isolated non-issuer transactions 2. non-issuer transactions by registered agents at registered BD 3. non-issuer transactions effected through a registered BD pursuant to an unsolicited offer to buy 4. fiduciary transactions 5. bona fide pledges of securities 6. underwriter transactions 7. transactions with financial institutions 8. private placements sold to no more than 10 persons other than institutional investors during 12 month period 9. mortgage bond transactions issued as a unit 10. pre-organization subscription transactions 11. rights, warrants, & convertible securities transactions
An Administrator may require the filing of advertising and sales literature for which of the following securities? [A] An oil lease certificate of interest [B] Common stock offered to existing shareholders [C] Insurance company guaranteed bonds [D] Mutual fund shares
A. Certificates of an interest in an oil lease would be a non-exempt security which MUST be registered and is subject to the advertising filing requirements. Securities that are guaranteed by an insurer are exempt securities and are exempt from registration and the filing of advertisements. Issuing securities to existing shareholders is an exempt transaction. Investment company shares (mutual fund shares) are considered federal covered securities and are exempt from the registration requirements of the Uniform Securities Act.
Under the Uniform Securities Act which two of the following securities are not exempt from registration? Securities issued by Bank Holding Companies Corporate bonds issued by a company which does not have common stock listed on an exchange Common stock listed and traded on the New York Stock Exchange Corporate bonds issued by a company which has common stock listed and traded on NASDAQ [A] I & II only [B] I & III only [C] II & III only [D] II & IV only
A. Securities issued by Bank HOLDING COMPANIES are not exempt under the USA (securities issued by U.S. Banks are exempt). Corporate bonds issued by companies which do not have common stock listed or traded on a registered stock exchange or NASDAQ would NOT be exempt whereas corporation bonds issued by companies which DO have common stocks listed and traded on a registered stock exchange or NASDAQ would be exempt.
Coordination is used to register securities with a state and an agent is talking to a prospective buyer about these securities. The Uniform Securities Act permits which of the following statements regarding this situation? [A] The agent may state that by accepting the registration by coordination, the Administrator stands behind the issue of securities. [B] The agent may state that no assessment or judgment has been made by the Administrator with regards to the viability of the company or security. [C] The agent may state that by accepting the registration by coordination, the Administrator believes that all aspects of the company and security are in order. [D] The agent may state that there were no false or inaccurate statements included in the registration, otherwise the Administrator would have denied registration.
B. Administrators, SROs, and government agencies such as the SEC will NEVER "pass on", "endorse", "stand by", or "guarantee" the viability of a company or security. It is also unacceptable for an agent to state that the Administrator has found that all statements and information contained in a registration statement is "true" or is "accurate" or for the agent to state that a registration statement would not have been approved if there were any inaccuracies.
An administrator may deny or revoke an exemption from registration under the USA for which of the following types of securities? Municipal Bonds Stock issued by a bank that is headquartered in another state A security issued by a non-profit corporation that has been organized for the exclusive purpose of athletics [A] I only [B] III only [C] I and III only [D] I, II, and III
B. As a general rule, the Administrator is not permitted to deny or revoke federal exemptions. Exceptions to this general rule are made with regards to exchange-listed securities, the securities of non-profit organizations, certain investment contracts associated with employee benefit plans, and exempt transactions. Here, the Administrator is permitted to deny the exemption for the securities of the non-profit organization, but would not be permitted to deny the exemptions for the municipal bonds or the stock issued by the bank outside of the Administrator's state. These federal exemptions over-ride the Administrator's authority.
agents of BD must renew their registration by when
Dec. 31st of each years
renewal applications for Canadian broker-dealers and agents must be filed annually by when
December 1st
agents who have discretionary authority over their clients accounts may be required to have (2 things) but do not have
Surety bond qualification examination agents do not have minimum capital requirements
notice filing is
form of registration generally used by federal covered securities or by an established company which has a registration statement on file with the SEC
Which of the following are NOT exempt from the sections of the Uniform Securities Act which require registration and filing of advertising materials? Secured bonds issued by a common carrier such as a railroad company. Equity options related to a stock that trades over-the-counter. Bonds issued by the country of Cuba. Debentures issued by a bank or federal credit union. [A] I and III only [B] I and IV only [C] II and III only [D] II and IV only
C. Under the Uniform Securities Act, equity options that are not listed or tied to a listed security would not be exempt from registration and filing of advertising materials. As well, bonds issued by the country of Cuba would not qualify for any exemptions. Securities issued by common carriers, banks, and federal credit unions do qualify for exemptions under the Uniform Securities Act.
a buyer of securities in private placement (reg D) receive what type of securitues
unregistered securities
termination of agents and IAR's is reported on what
Form U-5
if investment advisor is required to register with a state and not the SEC it is accomplished by
filing Form ADV with the state (filing a copy with the SEC is not required)
registration of securities is generally effective for how long
one year
minimum capital requirements apply at what level
the firm level, agents and IARs would NOT have minimum capital requirements, only BD and IA's do
investment advisor representatives are registered with who
the state only
exempt securities (12 of them)
1. U.S. Govern. securities (Treasury bonds, notes, bills, and U.S. Govern. Agency Issues) 2. Municipal securities 3. securities issued or guaranteed by Canada 4. securities issued by U.S. banks, savings institutions, or trust companies 5. securities issued by federal savings and loan association 6. securities issued by Credit Unions 7. securities issued by insurance companies 8. any security listed on the a registered stock exchange such as NYSE or NASDAQ 9. non-profit issues 10. promissory notes, commercial paper, or commercial bills 11. public utility and common carrier securities (railroad companies) 12. investment contracts in connection with employee stock purchase, savings, pension, or profit sharing plans
in order to register by notice filing, what conditions have to be met
1. must be actively engaged in business operations in the U.S. for a period of at least 36 consecutive months 2. must have a class of securities held by 500 or more persons 3. must have a total net worth of $4M
According to the Uniform Securities Act, all of the following are true of registration of securities by filing EXCEPT: [A] The total net worth of the issuer must be $2 million and the issuer also must have achieved net income from operations before allowances for a minimum of 3 of the last 4 preceding fiscal years. [B] The issuer must have a total net worth of $4 million or more. [C] At least one class of securities must be carried by the issuer and held by 500 people or more. [D] For a minimum of 36 months, the issuer must be actively engaged in business operations within the United States.
A. Section 302 of the Uniform Securities Act requires an issuer to be actively in business in the United States for at least 36 consecutive months immediately before the filing of the registration statement. The issuer must have a net worth of $4 million, securities held by 500 or more people, or net income from operations before allowances for at least 2 of the 3 preceding fiscal years, NOT 3 OF 4.
Which of the following would be considered a financial institution or institutional buyer which would fall within the scope of the exemptions for transactions under the Uniform Securities Act? Banks and savings institutions Trust companies and insurance companies Pension or profit-sharing trusts Broker/dealers
All 4 Under Section 402 of the 1956 version of the Uniform Securities Act, all of these entities are listed as financial institutions that qualify for exempt transactions. The list also includes investment companies defined under the Investment Company Act of 1940 and other financial institutions or institutional buyers.
customers have to receive the Final Prospectus with what
their purchase confirmation, or if required, before the sale of a security
when initial registration is filed with the Administrator is filed, what must be included
application registration fee consent to service of process bond or surety bond as the Amin. may prescribe (when BD agents and IA's have custody or discretionary authority over clients funds or securities)
when an agent at a broker dealer begins or terminates a connection with a broker dealer or issuer, who notifies the Administrator and when
both the agent and broker dealer should notify the Administrator promptly
if an investment advisor must register with the SEC it is done how
by filing Form ADV with the SEC
registration is requires for ____________________ & _____________________ of corporate securities where more than 10 investors will participate
interests in limited partnerships & intrastate offerings
institutional clients that do not require investment advisors to be registered at the state level (11)
investment companies other investment advisors federal covered advisors broker-dealers banks trust companies savings and loan associations insurance companies employee benefit plans with assets of $1M or more government agencies other institutional investors as are designated by rule or order of the Administrator
is an investment advisor does register with the SEC they will have to do a what with the state
make a notice filing of their Form ADV with the state
investment advisors who have custody of client funds or securities or have discretionary authority may be required to have
minimum capital surety bond examination of books and records as determined by the Administrator
exempt securities and transactions are only exempt from
registration requirements filing of advertising and sales literature
exempt transactions are
transactions that do not include issuers or underwriters involved in a public offering and are exempt from the registration and advertising filing requirements
Investment afvisors must register with either
the SEC (fed covered advisors) or the state in which they have a place of business or any state they have 6 or more retail clients
after a registration of securities become effective the registration statement may only be amended to change
the amount of securities to be offered or sold, nothing else can be changed
if a security is exempt from state registration it means
the issuer does not have to file a registration statement or advertising material with the state. an exemption can be for the securities themselves
when a BD or IA firm first files for registration, the initial registration is active for how ling
the remainder of the current year until December 31st and then will be renewed annually
qualification is used to register new issues when
the securities will not be registered with the SEC but only in the state of issuance
