(Acts 1959, No. 542, p. 1318, §22; Acts 1990, No. 90-527, p. 772, §1.)
When used in this article, unless the context otherwise requires, the
following terms shall have the meanings respectively ascribed to them by this
section:
(1) Commission or Securities Commission. The
securities commission.
(2) Agent. Any individual other than a
dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents
an issuer in:
-
Effecting a transaction in a security exempted by
subdivisions (1), (2), (3), (4), (9) or (10) of Section 8-6-10;
-
Effecting transactions exempted by Section 8-6-11; or
-
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.
A partner, officer, or director of a dealer or issuer is an
agent if he otherwise comes within this definition.
(3) Dealer. Any person engaged in the
business of effecting transactions in securities for the account of others or
for his own account. Such term does not include:
-
An agent, issuer, bank, savings institution, savings
and loan association, credit union, or trust company, or
-
A person who has no place of business in this state if
he effects transactions in this state exclusively with or through the
issuers of the securities involved in the transactions and other dealers.
(4) Guaranteed. Guaranteed as to
payment of principal, interest, or dividends.
(5) Issuer. Every person who proposes
to issue, has issued, or shall hereafter issue any security. Any person who acts
for a compensation or a consideration as a promoter for or on behalf of a
corporation, trust, unincorporated association, or partnership of any kind to be
formed shall be deemed to be an issuer.
(6) Nonissuer. Not directly or
indirectly for the benefit of the issuer.
(7) Person. Such term shall include a
natural person, a corporation created under the laws of this or any other state,
country, sovereignty, or political subdivision thereof, a partnership, an
association, a joint-stock company, a trust, and any unincorporated
organization. As used herein the term "trust" shall not include a
trust created or appointed under or by virtue of a last will and testament, by
instrument of declaration or appointment by any person for the benefit of
himself, relatives, friends, servants, or employees, by a court or any public
charitable trust.
(8) Sale, Sell, Offer and Offer to sell.
"Sale" and "sell" includes every contract of sale of,
contract to sell, or disposition of a security or interest in a security for
value. "Offer" or "offer to sell" includes every attempt to
offer or dispose of, or solicitation of an offer to buy, a security or interest
in a security for value. Any security given or delivered with, or as a bonus on
account of, any purchase of securities or any other thing is considered to
constitute part of the subject of the purchase and to have been offered and sold
for value. A purported gift of assessable stock is considered to involve an
offer and sale. Every sale or offer of a warrant or right to purchase or
subscribe to another security of the same or another issuer, as well as every
sale or offer of a security which gives the holder a present or future right or
privilege to convert into another security of the same or another issuer, is
considered to include an offer of the other security.
(9) Securities Act of 1933, Securities Exchange Act
of 1934, Public Utility Holding Company Act of 1935, Investment Company Act of
1940, and Investment Advisers Act of 1940. The federal statutes of
those names as amended at any time.
(10) Security. Any note, stock,
treasury stock, bond, debenture, evidence of indebtedness, certificate of
interest or participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of deposit for a
security, certificate of interest or participation in an oil, gas, or mining
title or lease or in payments out of production under such a title or lease,
annuity contract unless issued by an insurance company, bankers' shares,
trustees' shares, investment participating bonds, investment trust debentures,
units, shares, bonds and certificates in, for, respecting, or based upon any
form of securities or collateral, subscriptions and contracts covering or
pertaining to the sale or purchase on the installment plan of any security as
herein defined, or subscription or contracts covering or pertaining to the sale
or purchase of beneficial interest in title to property, profits or earnings, or
any right to subscribe to any of the foregoing, or any instrument of any kind
commonly known as a security.
(11) State. Any state, territory, or
possession of the United States, as well as the District of Columbia and Puerto
Rico.
(12) Underwriter. A person who agrees
to take or contracts to dispose of a stipulated amount of securities, or a
portion thereof, at a fixed price.
(13) Broker. A dealer, as hereinabove
defined.
(14) Suspend. When used in relation to
the registration of either a security, a dealer, an investment adviser, an
agent, or an investment adviser representative, such term shall mean the
temporary cessation or inoperativeness of such registration, whether by reason
of operation of law or by reason of an order of the securities commission.
(15) Revoke. To vacate the registration
of either a security, a dealer, an investment adviser, an agent, or an
investment adviser representative for cause by order of the securities
commission.
(16) Cancel. To terminate the
registration of either a security, a dealer, an investment adviser, an agent, or
an investment adviser representative upon application filed therefore as
follows:
-
In the case of a security, upon application therefore
filed by the issuer thereof or the person who secured the registration of
said security;
-
In the case of a dealer, upon the application therefore
filed by such dealer;
-
In the case of an investment adviser, upon the
application therefore filed by such investment adviser;
-
In the case of an agent, upon the application therefore
filed by either the issuer or dealer employing such agent; and
-
In the case of an investment adviser representative,
upon application therefore filed by the investment adviser employing such
investment adviser representative.
(17) Fraud, Deceit and Defraud. These
terms are not limited to common-law deceit.
(18) Investment adviser. Any person,
who, for compensation, engages in the business of advising others, either
directly or through publications or writings, as to the value of securities or
as to the advisability of investing in, purchasing, or selling securities, or
who, for compensation and as a part of a regular business, issues or promulgates
analyses or reports concerning securities. "Investment adviser" also
includes financial planners and other persons who, as an integral component of
other financially related services, provide the foregoing investment advisory
services to others for compensation and as part of a business or who hold
themselves out as providing the foregoing investment advisory services to others
for compensation. "Investment adviser" does not include:
-
An investment adviser representative;
-
A depository institution, which term includes a person
organized, chartered, or holding an authorization certificate under the laws
of this state or the United States which authorizes the person to receive
deposits including a savings, share, certificate, or deposit account, and
which is supervised and examined for the protection of depositors by an
official or agency of this state or the United States; and a trust company
or other institution authorized by federal or Alabama law to exercise
fiduciary powers of the type a national bank is permitted to exercise under
the authority of the Comptroller of the Currency and is supervised and
examined by an official or agency of this state or the United States; but
which does not include an insurance company or other organization primarily
engaged in the insurance business, or a Morris Plan bank, industrial loan
company, or a similar bank or company unless its deposits are insured by a
federal agency;
-
A lawyer, accountant, engineer, or teacher whose
performance of investment advisory services is solely incidental to the
practice of that person's profession;
-
A broker-dealer or its agent whose performance of
investment advisory services is solely incidental to the conduct of its
business as a broker-dealer and who receives no special compensation for the
investment advisory services;
-
A publisher, employee, or columnist of a newspaper,
news magazine, or business or financial publication, or an owner, operator,
producer, or employee of a cable, radio or television network, station, or
production facility if the financial or business news published or
disseminated is made available to the general public and the content does
not consist of rendering advice on the basis of the specific investment
situation of each client;
-
An insurance company, its employees, or agents who are
engaged exclusively in the sale or distribution of life, health, or casualty
insurance or insurance related products.
(19) Investment adviser representative.
Any partner, officer, director of (or a person occupying a similar status or
performing similar functions) or other individual employed by or associated with
an investment adviser, except clerical or ministerial personnel, who:
-
Makes any recommendation or otherwise renders advice
regarding securities,
-
Manages accounts or portfolios of clients,
-
Determines which recommendation or advice regarding
securities should be given,
-
Solicits, offers, or negotiates for the sale of or
sells investment advisory services, unless the solicitation, offering, or
selling activities are solely incidental to his or her profession and such
person is a dealer or salesman registered under Section 8-6-3 and the person
would not be an investment adviser representative except for the performance
of activities described in subdivision (18)d. of this section, or
-
Supervises employees who perform any of the foregoing.
(20) Officer. A president,
vice-president, treasurer, secretary, comptroller, or any other person
performing similar functions with respect to any organization whether
incorporated or unincorporated.
(21) Applicant. A person, natural or
otherwise, executing or submitting an application for registration.
(22) Registrant. An applicant for whom
a registration has been declared effective by the commission.
(23) Affiliate. A person that directly,
or indirectly through one or more intermediaries, controls, or is controlled by,
or is under common control with, an applicant or registrant.
(24) Controlling person, Control, Controlling,
Controlled by, Under common control with. The possession,
directly, or indirectly, or the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.
(25) Salesman. An agent, as hereinabove
defined. |
Section 8-6-3
Registration and bonds of dealers, agents, investment advisers, etc.
(a) It is
unlawful for any person to transact business in this state as a dealer or agent
for securities unless he or she is registered under this article. It is unlawful
for any dealer or issuer to employ an agent unless the agent is registered.
(b) It is
unlawful for any person to transact business in this state as an investment
adviser or as an investment adviser representative unless:
(1) He or
she is so registered under this article;
(2) His or
her only clients in this state are investment companies as defined in the
Investment Company Act of 1940, other investment advisers, broker-dealers,
banks, trust companies, savings and loan associations, insurance companies,
employee benefit plans with assets of not less than $1,000,000, and governmental
agencies or instrumentalities, whether acting for themselves or as trustees with
investment control, or other institutional investors as are designated by rule
or order of the commission; or
(3) He or
she has no place of business in this state and during any period of 12
consecutive months does not direct business communications in this state in any
manner to more than five clients, other than those specified in subdivision (2),
whether or not he, she, or any of the persons to whom the communications are
directed is then present in this state.
(c) It is
unlawful for any investment adviser required to be registered to employ an
investment adviser representative unless the investment adviser representative
is registered under this article. The registration of an investment adviser
representative is not effective during any period when he or she is not employed
by an investment adviser registered under this article. When an investment
adviser representative begins or terminates employment with an investment
adviser, the investment adviser shall promptly notify the commission.
(d) A
dealer, agent, investment adviser, or investment adviser representative may
apply for registration by filing with the securities commission, or its
designee, an application, together with a consent to service of process pursuant
to Section 8-6-12 and payment of the fee prescribed in subsection (h) of this
section. The application shall contain whatever information the commission
requires concerning such matters as:
(1) The
applicant's form and place of organization;
(2) The
applicant's proposed method of doing business;
(3) The
qualifications and business history of the applicant and, in the case of a
dealer or investment adviser, any partner, officer, or director, any person
occupying a similar status or performing similar functions, or any person
directly or indirectly controlling the dealer or investment adviser;
(4) Any
injunction or administrative order or conviction of a misdemeanor involving
moral turpitude, a security or any aspect of the securities business, any
conviction of a felony;
(5) The
applicant's financial condition and history; and
(6) Any
information to be furnished or disseminated to any client or prospective client,
if the applicant is an investment adviser.
(e) The
commission shall by rule or order require all or any class of applicants to post
surety bonds, or cash, in an amount not less than $50,000, and shall determine
their conditions.
(f) If no
order to the contrary is in effect and no proceeding is pending under subsection
(j) of this section, registration becomes effective at 5:00 P.M. on the sixtieth
day after an application is filed. The Securities Commission may specify an
earlier effective date, and it may by order defer the effective date until 5:00
P.M. of the sixtieth day after the filing of any amendment. The commission shall
require as conditions of registration that:
(1) All or
any class of applicants and, in the case of a corporation or partnership, the
officers or partners, pass an examination, either written or oral, the form,
content, and conduct of which the commission shall prescribe by rule or order.
(2) A
dealer shall have and maintain a minimum net capital as the commission shall
prescribe by rule or order. The commission may by rule establish minimum
financial requirements for investment advisers, which may include different
requirements for those investment advisers who maintain custody of clients'
funds or securities or who have discretionary authority over same and those
investment advisers who do not.
(3) Every
registration expires December 31 unless renewed as hereinafter provided.
(g)
Registration of a dealer, agent, investment adviser, or investment adviser
representative may be renewed by filing with the Securities Commission, or its
designee, prior to the expiration thereof, a renewal application. The renewal
application shall contain such information as the commission may require to
indicate any material change in the information contained in the original
application or any renewal application for registration filed with the
commission, or its designee, by the applicant, payment of the prescribed fee and
a bond as provided in subsection (e) of this section, if the financial condition
of the registrant requires such bond. In order to continue the effectiveness of
registration and to entitle the dealer or adviser to a renewal thereof, such
registrant shall file a financial statement prepared in accordance with
generally accepted accounting principles and certified by an independent
certified public accountant showing the financial condition of such registrant
at the close of its fiscal period. This statement shall be filed with the
commission, or its designee, within 60 days after the close of the registrant's
fiscal period unless an extension of time is granted by the commission. The
commission shall accept for filing a financial statement in the form required to
be filed with the United States securities and exchange commission from those
registrants who are registered therewith.
(h) The
fee for initial or renewal registration shall be two hundred fifty dollars
($250) for a dealer, sixty dollars ($60) for an agent, two hundred fifty dollars
($250) for an investment adviser and sixty dollars ($60) for an investment
adviser representative. The fee for initial or renewal registration of an
investment adviser or investment adviser representative shall be deposited in
the Alabama Securities Commission Fund in the State Treasury to be drawn upon by
the commission for its use in administration of this article. When an
application is denied or withdrawn, the Securities Commission shall retain the
fee.
(i) Every
registered dealer and investment adviser shall make and keep such accounts and
other records as the Securities Commission by rule prescribes. All records so
required shall be preserved for five years unless the commission prescribes
otherwise for particular types of records. The commission may require that
certain information be furnished or disseminated by a registrant as necessary or
appropriate in the public interest or for the protection of investors and
advisory clients. To the extent determined by the commission in its discretion,
information furnished to clients or prospective clients of an investment adviser
pursuant to the Investment Advisers Act of 1940 and the rules thereunder may be
used in whole or partial satisfaction of this requirement. All the records of
any registrant are subject at any time or from time to time to such reasonable
periodic, special, or other examinations by representatives of the commission,
within or without this state, as the commission deems necessary or appropriate
in the public interest or for the protection of investors.
(j) The
Securities Commission may by order deny, suspend, or revoke any registration, or
censor or bar any applicant or registrant or any officer, director, partner, or
person occupying a similar status or performing similar functions for a
registrant, from employment with a dealer or investment adviser, or restrict or
limit a registrant as to any function or activity of the business for which
registration is required in this state if the commission finds that the order is
in the public interest and that the applicant or registrant or, in the case of a
dealer or investment adviser, any partner, officer or director, any person
occupying a similar status or performing similar functions, or any person
directly or indirectly controlling the dealer or investment adviser:
(1) Has
filed an application for registration under this section which, as of its
effective date or as of any date after filing in the case of an order denying
effectiveness, was incomplete in any material respect or contained any statement
which was, in the light of the circumstance under which it was made, false or
misleading with respect to any material fact;
(2) Has
willfully violated or willfully failed to comply with any provisions of this
article, or a predecessor act, or any rule or order under this article, or a
predecessor act;
(3) Has
been convicted of any misdemeanor involving moral turpitude, a security, or any
aspect of the securities business or any felony;
(4) Is
permanently or temporarily enjoined by any court of competent jurisdiction from
engaging in or continuing any conduct or practice involving any aspect of the
securities business;
(5) Is the
subject of an order of the commission denying, suspending, or revoking
registration as a dealer, agent, investment adviser, or investment adviser
representative;
(6) Is the
subject of an order, adjudication, or determination entered within the past 10
years by a securities or commodities agency or a national securities exchange or
association registered under the Securities Exchange Act of 1934, or an
administrator of another state, or a court of competent jurisdiction that the
person has violated the Securities Act of 1933, the Securities Exchange Act of
1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940,
the Commodity Exchange Act, or the federal mail and wire fraud statutes, or the
securities, investment adviser, or commodities law of any other state; but the
commission may not enter any order under this subsection on the basis of an
order unless that order was based on facts which would currently constitute a
ground for an order under this section;
(7) Has
engaged in dishonest or unethical practices in the securities business;
(8) Is
insolvent, either in the sense that his or her liabilities exceed his or her
assets or in the sense that he or she cannot meet his or her obligations as they
mature, but the commission may not enter an order against a dealer or investment
adviser under this subsection without a finding of insolvency as to the dealer
or investment adviser;
(9) Has
not complied with a condition imposed by the commission under subsection (f) of
this section, or is not qualified on the basis of such factors as training,
experience, or knowledge of the securities business;
(10) Has
failed reasonably to supervise his or her agents or employees if he or she is a
dealer, or his or her investment adviser representatives or employees if he or
she is an investment adviser to assure their compliance with this article; or
(11) Has
failed to pay the proper filing fee, but the commission may enter only a denial
order under this subsection, and it shall vacate any such order when the
deficiency has been corrected.
The
commission may by order summarily postpone or suspend registration pending final
determination of any proceeding under this subsection.
(k) If the
Securities Commission finds that any registrant or applicant for registration is
no longer in existence, has ceased to do business as a dealer, agent, investment
adviser, or investment adviser representative, is subject to an adjudication of
mental incompetence or to the control of a committee, conservator, or guardian,
or cannot be located after reasonable search, the commission may by order cancel
the registration or application.
(Acts
1959, No. 542, p. 1318, §2; Acts 1969, No. 605, p. 1093, §1; Acts 1971, No.
2243, p. 3598, §§1, 2; Acts 1979, No. 79-462, p. 827, §1; Acts 1988, 1st. Ex.
Sess., No. 88-722, p. 112; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774, §1.) |
Section 8-6-5
Registration of securities — Registration by notification.
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by
coordination under Section 8-6-6:
(1) Any security whose issuer and any predecessors have been in continuous operation for at least five years if:
a. There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of
principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed
interest or dividend provision; and
b. The issuer and any predecessors during the past three fiscal years have had average net earnings determined in
accordance with generally accepted accounting practices which are applicable to all securities without a fixed
maturity or a fixed interest or dividend provision and which:
1. Equal at least five percent of the amount of securities without a fixed maturity or a fixed interest or dividend provision
outstanding at the date the registration statement is filed, (as measured by the maximum offering price or the market
price on a day selected by the registrant within 30 days before the date of filing the registration statement, whichever
is higher, or, if there is neither a readily determinable market price nor an offering price, book value on a day selected
by the registrant within 90 days of the date of filing the registration statement); or
2. If the issuer and any predecessors have not had any securities without a fixed maturity or a fixed interest or dividend
provision outstanding for three full fiscal years, equal at least five percent of the amount (as measured by the maximum
public offering price) of such securities which will be outstanding if all the securities being offered or proposed to be
offered, whether or not they are proposed to be registered or offered in this state, are issued.
(2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out
of production under such a title or lease, registered for nonissuer distribution if any security of the same class has
ever been registered under this article, or a predecessor act, or the security being registered was originally issued
pursuant to an exemption under this article, or a predecessor act.
(3) Any national market system security under Section 11A of the Securities Exchange Act of 1934, including any other
security of the same issuer which is of senior or substantially equal rank, any security called for by subscription rights
or warrants so designated or approved, and any warrant or right to purchase or subscribe to any of the foregoing; provided,
however, that the Securities Commission may by rule limit the application of this subdivision (3) if it finds such action
to be in the public interest.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents,
in addition to payment of the registration fee prescribed in Section 8-6-8 and, if required under Section 8-6-12, a consent to service
of process meeting the requirements of that section:
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer, its name, address, and form of organization, the state or foreign jurisdiction and the date of its organization,
and the general character and location of its business;
(3) A description of the securities being registered;
(4) Total amount of securities to be offered and amount of securities to be offered in this state;
(5) The price at which the securities are to be offered for sale to the public, any variation therefrom at which any portion of the offering
is to be made to any person other than an underwriting and selling discounts or commissions, and the estimated maximum aggregate
underwriting and selling discounts or commissions and finders' fees, including cash, securities, or anything else of value;
(6) Names and addresses of the managing underwriters and a description of the plan of distribution of any securities which are to be
offered otherwise than through an underwriter;
(7) Description of any options outstanding or to be created in connection with the securities being offered;
(8) Any adverse order or judgment previously entered in connection with the offering by any court or the securities and exchange commission;
(9) A copy of an offering circular or prospectus to be used in connection with the offering;
(10) In the case of any registration under subdivision (a) (2) of this section which does not also satisfy the conditions of subdivision
(a) (1) of this section, a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement
and a summary of earnings for each of the two fiscal years preceding the date of the balance sheet and for any period between
the close of the last fiscal year and the date of the balance sheet or for the period of the issuer's and any predecessor's existence
if less than two years.
(c) If no order to the contrary is in effect and no proceeding is pending under Section 8-6-9, a registration statement under this section
automatically becomes effective at 3:00 P.M. central standard time on the fifth full business day after the filing of the registration
statement or the last amendment, or at such earlier time as the Securities Commission determines.
(Acts 1959, No. 542, p. 1318, §4; Acts 1990, No. 90-527, p. 772, §1.)
Registration of securities —
Registration of certain securities by coordination. |
(a) Any security for which a registration statement has been filed under the
Securities Act of 1933 in connection with the same offering may be registered by
coordination.
(b) A registration statement under this section shall contain the following
information and be accompanied by the following documents, in addition to
payment of the registration fee prescribed in Section 8-6-8:
(1) Two copies of the prospectus
filed under the Securities Act of 1933, together with all amendments thereto;
(2) If the Securities Commission
requests, any other information or copies of any other documents filed under the
Securities Act of 1933;
(3) The amount of securities to be
offered in this state;
(4) The states in which a
registration statement or similar document in connection with the offering has
been or is expected to be filed;
(5) Any adverse order or judgment
previously entered in connection with the offering by any court or the
Securities and Exchange Commission;
(6) An undertaking to forward
promptly all amendments to the federal registration statement, other than an
amendment which merely delays the effective date.
(c) A registration statement under this section automatically becomes
effective at the moment the federal registration statement becomes effective if
all the following conditions are satisfied:
(1) No order to the contrary is in
effect;
(2) The registration statement has
been on file with the securities commission for at least five full business
days; and
(3) A statement; of the maximum
and minimum proposed offering prices and the maximum underwriting discounts and
commissions has been on file for one full business day, or such shorter period
as the commission permits by rule or otherwise, and the offering is made within
those limitations. The registrant shall promptly notify the commission by
telephone or telegram of the date and time when the federal registration
statement became effective and the content of the price amendment, if any, and
shall promptly file a posteffective amendment containing the information and
documents in the price amendment. "Price amendment" means the final
federal amendment which includes a statement of the offering price, underwriting
and selling discounts or commissions, amount of proceeds, conversion rates, call
prices, and other matters dependent upon the offering price.
(d) Upon failure to receive the required notification and posteffective
amendment with respect to the price amendment, the commission may enter an order
denying effectiveness to the registration statement or suspending its
effectiveness until compliance with subsection (c) of this section, if the
commission promptly notifies the registrant by telephone or telegram, and
promptly confirms by letter or telegram when it notifies by telephone, of the
issuance of the order. If the registrant proves compliance with the requirements
of subsection (c) of this section as to notice and posteffective amendment, the
order is void as of the time of its entry. The commission may by rule or
otherwise waive either or both of the conditions specified in subdivisions (c)
(2) and (c) (3) of this section. If the federal registration statement becomes
effective before all these conditions are satisfied and they are not waived, the
registration statement automatically becomes effective as soon as all the
conditions are satisfied. If the registrant advises the commission of the date
when the federal registration statement is expected to become effective, the
commission shall promptly advise the registrant by telephone or telegram at the
registrant's expense whether all the conditions are satisfied and whether it
then contemplates the institution of a proceeding under Section 8-6-9, but this
advice by the commission does not preclude the institution of such a proceeding
at any time.
(Acts 1959, No. 542, p. 1318, §5; Acts 1990, No. 90-527, p. 772, §1.)
|
Registration of securities — Registration by qualification. |
(a) Any security may be registered by qualification.
(b) A registration statement under this section shall contain the following
information and be accompanied by the following documents in addition to payment
of the registration fee prescribed in Section 8-6-8 and, if required under
Section 8-6-12, a consent to service of process meeting the requirements of that
section:
(1) With respect to the issuer and
any significant subsidiary, its name, address and form of organizations, the
state or foreign jurisdiction and date of its organization, the general
character and location of its business and a description of its physical
properties and equipment;
(2) With respect to every director
and officer of the issuer or person occupying a similar status or performing
similar functions, his name, address, and principal occupation for the past five
years, the amount of securities of the issuer held by him as of the date of the
offering and a record of any securities of the issuer held by him previous to
the filing of the application and the offering date and the remuneration paid to
all such persons in the aggregate during the past 12 months and estimated to be
paid during the next 12 months, directly or indirectly, by the issuer and its
predecessors, parents, and subsidiaries;
(3) With respect to any person not
named in subdivision (b) (2), owning of record, or beneficially if known, 10
percent or more of the outstanding shares of any class of equity security of the
issuer, the information specified in subdivision (b) (2) of this section other
than his occupation;
(4) With respect to every promoter
not named in subdivision (b) (2) of this section, if the issuer was organized
within the past three years, the information specified in subdivision (b) (2),
any amount paid to him and the consideration for any such payment;
(5) The capitalization and
long-term debt, on both a current and a pro forma basis, of the issuer and any
significant subsidiary, including a description of each security outstanding or
being registered or otherwise offered, and a statement of the amount and kind of
consideration, whether in the form of cash, physical assets, services, patents,
goodwill, or anything else, for which the issuer or any subsidiary has issued
any of its securities within the past two years or is obligated to issue any of
its securities;
(6) The kind and amount of
securities to be offered, the amount to be offered in this state, the proposed
offering price and any variation therefrom at which any portion of the offering
is to be made to any persons except as underwriting and selling discounts and
commissions, the estimated aggregate underwriting and selling discounts or
commissions and finders' fees, including separately cash, securities, or
anything else of value to accrue to the underwriters in connection with the
offering, the estimated amounts of other selling expenses and legal, engineering
and accounting expenses to be incurred by the issuer in connection with the
offering, the name and address of every underwriter and every recipient of a
finder's fee, a copy of any underwriting or selling group agreement pursuant to
which the distribution is to be made or the proposed form of any such agreement
whose terms have not yet been determined, and a description of the plan of
distribution of any securities which are to be offered otherwise than through an
underwriter;
(7) The estimated cash proceeds to
be received by the issuer from the offering, the purposes for which the proceeds
are to be used by the issuer, the amount to be used for each purpose, the order
or priority in which the proceeds will be used for the purpose stated, the
amounts of any funds to be raised from other sources to achieve the purposes
stated and the sources of any such funds and, if any part of the proceeds is to
be used to acquire any property, including goodwill, otherwise than in the
ordinary course of business, the names and addresses of the vendors and the
purchase price;
(8) A description of any stock
options or other security options outstanding or to be created in connection
with the offering, together with the amount of any such options held or to be
held by every person required to be named in subdivisions (b) (2), (b) (3), (b)
(4), (b) (5) or (b) (7) of this section and by any persons who hold or will hold
10 percent or more in the aggregate of any such options;
(9) The states in which a
registration statement or similar document in connection with the offering has
been or is expected to be filed;
(10) Any adverse order or judgment
previously entered in connection with the offering by any court or the
securities and exchange commission and a description of any pending litigation
or proceeding to which the issuer is a party and which materially affects its
business or assets, including any such litigation or proceeding known to be
contemplated;
(11) Six copies of any prospectus
or circular intended as of the effective date to be used in connection with the
offering;
(12) A specimen or copy of the
security being registered, a copy of the issuer's articles of incorporation and
bylaws as currently in effect, and a copy of any indenture or other instrument
covering the security to be registered;
(13) A signed or conformed copy of
an opinion of counsel as to the legality of the security being registered, which
shall state whether the security when sold will be legally issued, fully paid
and nonassessable, and, if a debt security, a binding obligation of the issuer;
(14) A balance sheet of the issuer
as of a date within four months prior to the filing of the registration
statement, a profit and loss statement and analysis of surplus for each of the
three fiscal years preceding the date of the balance sheet and for any period
between the close of the last fiscal year and the date of the balance sheet or
for the period of the issuer's and any predecessor's existence if less than
three years, and, if any part of the proceeds of the offering is to be applied
to the purchase of any business, the same financial statements which would be
required if that business were the registrant.
(c) A registration statement under this section becomes effective when the
securities commission so orders. The commission may require as a condition of
registration under this section that a prospectus containing any designated part
of the information specified in subsection (b) of this section to be sent or
given to each person to whom an offer is made before or concurrently with:
(1) The first written offer made
to him, otherwise than by means of a public advertisement, by or for the account
of the issuer or any other person on whose behalf the offering is being made, or
by any underwriter or dealer who is offering part of an unsold allotment or
subscription taken by him as a participant in the distribution,
(2) The confirmation of any sale
made by or for the account of any such person,
(3) Payment pursuant to any such
sale, or
(4) Delivery of the security
pursuant to any such sale, whichever first occurs; but the commission shall
accept for use under any such requirement a current prospectus or offering
circular regarding the same securities filed under the Securities Act of 1933 or
regulations thereunder.
(Acts 1959, No. 542, p. 1318, §6; Acts 1979, No. 79-462, p. 827, §2;
Acts 1990, No. 90-527, p. 772, §1.)
Registration of securities - Registration statement; conditions precedent; bond; notice of action; fees;
quarterly reports and financial statements; discharge from supervision. |
(a) A registration statement on securities may be filed by the issuer, any
other person on whose behalf the offering is to be made, or a registered dealer.
Any document filed under this article within five years preceding the filing of
a registration statement may be incorporated by reference in the registration
statement to the extent that the document is currently accurate. The commission
may permit, by rule or otherwise, the omission of any item of information or
document from any registration statement.
(b) The Securities Commission may require as a condition of registration by
qualification or coordination that: (1) proceeds from the sale of the registered
security be impounded until the issuer receives a specified amount, or (2) any
security issued within the past three years, or to be issued, to a promoter for
a consideration substantially different from the public offering price or to any
person for a consideration other than cash be delivered in escrow to him or her
or to some other depository satisfactory to him or her under an escrow agreement
that the owners of such securities shall not be entitled to sell or transfer
such securities or to withdraw such securities from escrow until all other
stockholders who have paid for their stock in cash shall have been paid a
dividend or dividends aggregating not less than six percent of the initial
offering price shown to the satisfaction of the commission to have been actually
earned on the investment in any common stock so held. The commission shall not
reject a depository solely because of location in another state. In case of
dissolution or insolvency during the time such securities are held in escrow,
the owner of such securities shall not participate in the assets until after the
owners of all other securities shall have been paid in full.
(c) The Securities Commission shall take official action on the application
for registration by qualification within 60 days after the application has been
filed and give written notice thereof, to the applicant or applicants. If the
application is denied, the notice shall state the grounds for denial or, if
action is delayed, the notice shall state the reasons for the delay.
(d) For the registration of securities there shall be paid to the Securities
Commission a filing fee of $40, plus a registration fee of one tenth of one
percent of the aggregate offering price of the securities which are to be
offered in this state, but the registration fee shall in no case be more than
one thousand five hundred dollars ($1,500) nor less than one hundred dollars
($100). When a registration statement is withdrawn before the effective date or
a pre-effective order is entered under Section 8-6-9, the commission shall
retain the filing and registration fees. An open-end management company, a face
amount certificate company, or a unit investment trust, as defined in the
Investment Company Act of 1940, may register an indefinite amount of securities
under a registration statement. Such registrant, at the time of filing, shall
pay the filing fee of one hundred dollars ($100) and a registration fee of one
thousand five hundred dollars ($1,500) and within 60 days after the end of each
year during which its registration statement is effective, the registrant shall
file a report on a form the commission, by rule, adopts, specifying its sale of
securities to persons in this state during such year. Such registrant shall pay
the same registration fee each year during which the registration statement
remains in effect.
(e) When securities are registered, they may be offered and sold by the
issuer, any other person on whose behalf they are registered, or by any
registered dealer. Every registration statement is effective for one year from
its effective date, or any longer period 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 any
underwriter or dealer who is still offering part of an unsold allotment or
subscription taken by him or her as a participant in the distribution, except
during the time an order is in effect under Section 8-6-9. All outstanding
securities of the same class as a registered security are considered to be
registered for the purpose of any nonissuer transaction: (1) so long as the
registration statement is effective, and (2) between the thirtieth day after the
entry of any order suspending or revoking the effectiveness of the registration
statement under Section 8-6-9, if the registration statement did not relate in
whole or in part to a nonissuer distribution, and one year from the effective
date of the registration statement. A registration statement which has become
effective may not be withdrawn for a period of one year from its effective date
if any securities of the same class are outstanding. A registration statement
may be withdrawn otherwise only in the discretion of the commission.
(f) The Securities Commission may require the person who filed the
registration statement to file reports, but not more often than quarterly, to
keep reasonably current the information contained in the registration statement
and to disclose the progress of the offering with respect to securities
registered by coordination and notification; provided, however, that where a
registration statement has been filed by a person other than the issuer or an
affiliate of the issuer, the commission may require such person to file such
reports on an annual basis only.
(g) Every issuer whose securities have been registered by qualification and
the registration of whose securities has not been cancelled and who has not been
discharged from filing further quarterly reports under the provisions of
subsection (i) of this section shall file within 30 days after the close of
business on December 31, March 31, June 30, and September 30 of each year and at
such other reasonable times as may be required by the Securities Commission, a
statement, verified under oath by some person having actual knowledge of the
facts therein stated, setting forth, in such form as may be prescribed by the
commission, the financial condition, the amount of assets and liabilities of
such issuer on the above date and such other information as the commission may
require. If any issuer subject to the provisions of this subsection shall
willfully fail or refuse to comply with any of the provisions of this subsection
and shall continue to so fail or refuse for 30 days after notice or demand, the
registration statement of the issuer's securities shall thereupon be revoked,
and it shall thereafter be unlawful for any such issuer, his or her agent or
agents, any dealer or salesman to sell such securities in this state.
(h) Any issuer, whose securities have been registered by qualification as
provided in Section 8-6-7, who has completed the sale of the securities so
registered, or who desires to discontinue the sale of said registered
securities, and who desires to be discharged from further supervision of the
Securities Commission or from further compliance with the Alabama securities law
may file with the commission a notice in writing to such effect, and the
commission may thereupon enter an order cancelling the registration of such
securities; and such issuer shall thereupon be discharged from filing any
financial report except as the commission may require up to and including the
date of the filing of the notice as hereinabove provided. No such notice may be
filed within one year after the effective date of the registration statement if
any securities of the same class as those registered are outstanding.
(Acts 1959, No. 542, p. 1318, §7; Acts 1969, No. 605, p. 1093, §2; Acts
1979, No. 79-462, p. 827, §3; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774,
§1.) |
Registration of securities — Denial, suspension and revocation of
registration. |
The Securities Commission shall issue an order denying effectiveness to, or
suspending or revoking the effectiveness of, any registration statement in the
sale of securities if it finds that the order is in the public interest and
that:
(1) The registration statement, as
of its effective date or as of any earlier date in the case of an order denying
effectiveness, is incomplete in any material respect or contains any statement
which was, in the light of the circumstances under which it was made, false or
misleading with respect to any material fact.
(2) Any provision of this article
or any rule, order, or condition lawfully imposed under this article has been
willfully violated in connection with the offering by:
a. Any person filing the
registration statement;
b. The issuer, any partner,
officer, or director of the issuer, any person occupying a similar status or
performing similar functions, or any person directly or indirectly controlling
or controlled by the issuer, but only if the person filing the registration
statement is directly or indirectly controlled by or acting for the issuer; or
c. Any underwriter.
(3) The issuer, any partner,
officer, or director of the issuer, any person occupying a similar status or
performing similar functions, or any person directly or indirectly controlling
the issuer, or any underwriter has:
a. Willfully violated or willfully
failed to comply with any provision of this article or any rule or order under
this article, or any predecessor act; or
b. Has been convicted of a felony
or any misdemeanor involving moral turpitude, a security, or any aspect of the
securities business.
(4) The security registered or
sought to be registered is the subject of a permanent injunction or temporary
restraining order of any court of competent jurisdiction entered under any other
federal or state act applicable to the offering, but:
a. The commission may not
institute a proceeding against an effective registration statement under this
subdivision more than one year from the date of the injunction relied on; and
b. It may not enter an order under
this subdivision on the basis of an injunction entered under any other state act
unless that order or injunction was based on facts which would currently
constitute a ground for a stop order under this section.
(5) The issuer's enterprise or
method of business includes or would include activities which are illegal where
performed.
(6) The offering has worked or
tended to work a fraud upon purchasers or would so operate.
(7) The offering is being made on
terms that are unfair, unjust, or inequitable.
(8) When a security is sought to
be registered by notification, it is not eligible for such registration.
(9) When a security is sought to
be registered by coordination, there has been a failure to comply with the
undertaking required by subdivision (b) (6) of Section 8-6-6.
(10) The offering has been or
would be made with unreasonable amounts of underwriters' and sellers' discounts,
commissions or other compensation, promoters' profits or participation, or
unreasonable amounts or kinds of options.
(11) The applicant or registrant
has failed to pay the proper registration fee, but the commission may enter only
a denial order under this subdivision, and it shall vacate any such order when
the deficiency has been corrected. |
(Acts 1959, No. 542, p. 1318, §8; Acts 1969, No. 605, p. 1093, §3; Acts
1990, No. 90-527, p. 772, §1.) |
Registration of securities —
Exempt securities. |
Sections 8-6-4 through 8-6-9 shall not apply to any of the following securities:
- Any security, including a revenue obligation, issued or guaranteed by the
United States, any state, any political subdivision of a state, any agency,
corporate, or other instrumentality of one or more of the foregoing; or any
certificate of deposit for any of the foregoing.
- Any security issued or guaranteed by Canada, any Canadian province, any
political subdivision of any province, any agency, corporate, or other
instrumentality of one or more of the foregoing or any other foreign government
with which the United States currently maintains diplomatic relations if the
security is recognized as a valid obligation by the issuer or guarantor.
- Any security issued by and representing an interest in or a debt of, or
guaranteed by, any bank organized under the laws of the United States or any
bank, savings institution, or trust company organized and supervised under the
laws of this state.
- Any security issued by and representing an interest in, a debt of, or
guaranteed by any federal savings and loan association or any building and loan
or similar association organized under the laws of this state.
- Any security issued or guaranteed by any federal credit union or any
credit union, industrial loan association, or similar association organized and
supervised under the laws of this state.
- Any security issued or guaranteed by any railroad, other common carrier,
public utility, or holding company which is any of the following:
a. Subject to the jurisdiction of the Interstate Commerce Commission.
b. A registered holding company under the Public Utility Holding Company Act
of 1935 or a subsidiary of a company within the meaning of that act.
c. Regulated in respect to its rates and charges by a governmental authority
of the United States or any state.
d. Regulated in respect to the issuance or guarantee of the security by a
governmental authority of the United States, any state, Canada, or any Canadian
province.
- Any national market system security under Section 11A of the Securities
Exchange Act of 1934 (including any other security of the same issuer which is
of senior or substantially equal rank; any security called for by subscription
rights or warrants so designated or approved; and any warrant or right to
purchase or subscribe to any of the foregoing) which is so designated or
approved for designation upon notice of issuance on an interdealer quotation
system operated by a national securities association registered under Section
15A of the Securities Exchange Act of 1934, or any security (including any other
security of the same issuer which is of senior or substantially equal rank; any
security called for by subscription rights or warrants so designated or
approved; and any warrant or right to purchase or subscribe to any of the
foregoing) which is listed or approved for listing upon notice of issuance on a
national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934, if the listing or designation criteria applicable to the
issuer of that security provide minimum corporate governance standards
substantially equivalent to those applicable to securities on the New York Stock
Exchange, the American Stock Exchange, or the National Association of Securities
Dealers National Market System as of January 1, 1991. The commission may by
order deny, revoke, or suspend the exemption of a specific issue of securities
or by rule any category of securities when necessitated by the public interest
and for the protection of investors.
- Any security issued by any person organized and operated not for private
profit but exclusively for religious, educational, benevolent, charitable,
fraternal, social, athletic, or reformatory purposes or as a chamber of
commerce, trade, or professional association, provided the issuer first files
with the commission a written notice specifying the terms of the offer and the
commission does not by order disallow the exemption within 15 days thereof.
- Any commercial paper which arises out of a current transaction or the
proceeds of which have been or are to be used for current transactions and which
evidences an obligation to pay cash within nine months of the date of issuance,
exclusive of days of grace, or any renewal of the paper which is likewise
limited or any guarantee of the paper or of any renewal.
- Any investment contract issued in connection with an employee's stock
purchase, savings, pension, profit-sharing, or similar benefit plan.
- A security issued by an issuer registered as an open-end management
investment company or unit investment trust under Section 8 of the Investment
Company Act of 1940 if:
a. The Securities Commission has received prior to the offer or sale of the
securities:
- A notice of intention to sell which has been executed by the issuer and
which sets forth the name and address of the issuer and the description of the
securities to be offered in this state; and
- A nonrefundable filing fee of three hundred fifty dollars ($350) for an
open-end management investment company with total net assets of $25,000,000 or
less; a nonrefundable filing fee of seven hundred dollars ($700) for an open-end
management investment company with total net assets of more than $25,000,000 but
less than $100,000,000; a nonrefundable filing fee of one thousand two hundred
dollars ($1,200) for an open-end management investment company with total net
assets equal to or greater than $100,000,000; or a nonrefundable filing fee of
$200 for a unit investment trust. Fees collected under this section shall be
deposited in the Alabama Securities Commission Fund in the State Treasury for
the use of the Alabama Securities Commission in the administration of this
article.
b. In the event any offer or sale of a security of an open-end management
investment company is to be made more than 12 months after the date notice under
paragraph (b) is received by the director, another notice and payment of the
applicable fee shall be required.
c. For the purpose of this subdivision an investment adviser is affiliated
with another investment adviser if it controls, is controlled by, or is under
common control with the other investment adviser.
(Acts 1959, No. 542, p. 1318, §10; Acts 1969, No. 605, p. 1093, §5; Acts
1990, No. 90-527, p. 772, §1; Acts 1991, No. 91-320, p. 584, §1; Acts 1992, No.
92-524, p. 1059, §1; Act 2009-774, §1.)
|
Registration of securities - Exempt transactions. |
(a) Except as hereinafter in this section expressly provided, §§8-6-3
through 8-6-9 shall not apply to any of the following transactions:
(1) Any
isolated nonissuer transaction, whether effected
through a dealer or not;
(2) Any
nonissuer transaction in an outstanding security by a
registered dealer if:
a. The issuer has a class of securities subject to registration
under Section 12 of the Securities Exchange Act of 1934 and has been subject to
the reporting requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934 for not less than 180 days before the transaction; or has filed and
maintained with the commission for not less than 180 days before the transaction
information, in such form as the commission, by rule, specifies, substantially
comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the
securities have been the subject of an effective registration statement within
180 days before the transaction, or the issuer is required to file and has
filed all reports under Section 13 of the Securities Exchange Act of 1934, or
the issuer is exempted from registration by Section 12(g)(3) of the Securities
Exchange Act of 1934, it or its predecessor in interest has been in existence
for at least five years, the security is listed for trading on a foreign
securities exchange and has been trading for at least six months and continues
to trade on such exchange, and the aggregate market value of shares, the
ownership of which is unrestricted, is not less than $500,000,000; or
b. The issuer is an investment company registered under the
Investment Company Act of 1940 and has been subject to the reporting
requirements of Section 30 of that act for not less than 180 days before the
transaction; or
c. The security has a fixed maturity or a fixed interest or
dividend provision and there has been no default during the current fiscal
year, 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 dividends on the security;
(3) Any nonissuer transaction effected
by or through a registered dealer pursuant to an unsolicited order or offer to
buy;
(4) Any transaction between the issuer or other person on whose
behalf the offering is made and an underwriter or among underwriters;
(5) Any transaction in a bond or other evidence of indebtedness
secured by a real or chattel mortgage or deed of trust or by an agreement for
the sale of real estate or chattels if the entire mortgage, deed of trust, or
agreement, together with all the bonds or other evidences of indebtedness
secured thereby, is offered and sold as a unit;
(6) Any sale or the offering for sale of any security at any
judicial, executor's, administrator's, guardian, or
conservator's sale, or at any sale by a receiver or trustee in insolvency or
bankruptcy;
(7) Any transaction executed by a bona fide pledge without any
purpose of evading this article;
(8) Any offer or sale to a bank, savings institution, credit
union, trust company, insurance company or investment company as defined in the
Investment Company Act of 1940, pension or profit-sharing trust, or other
financial institution or institutional buyer, or to a dealer, whether the
purchaser is acting for itself or in some fiduciary capacity;
(9) Any transaction which is part of an issue of which there are
no more than 10 purchasers [other than those designated in subdivision (a)(8) of this section] wherever located, of securities from
the issuer during any period of 12 consecutive months if:
a. The issuer reasonably believes that all the buyers are
purchasing for investment and not with a view to distribution, and such issuer
exercises reasonable care to assure this investment intent, which reasonable
care shall be presumed if the following conditions are satisfied:
1. Reasonable inquiry to determine if the purchaser is acquiring
the securities for himself or herself or for other persons;
2. Written disclosure to each purchaser prior to sale that the
securities have not been registered under the act and, therefore, cannot be
resold unless they are registered under the act or unless an exemption from
registration is available;
3. Placement of a legend on the certificate or other document
that evidences the securities stating that the securities have not been
registered under the act and setting forth or referring to the restrictions on
transferability and sale of the securities; and
b. No commission or other remuneration is paid or given
directly or indirectly for soliciting any prospective buyer; and
c. No public advertising or general solicitation is used in
connection with the issue of which the transaction in reliance on this
exemption is a part.
§§8-6-3 through 8-6-9 shall not
apply to any offer made pursuant to this subdivision (a)(9)
in which no sale results.
But the Securities Commission may by rule or
order, as to any security or transaction or any type of security or
transaction, withdraw or further condition this exemption or decrease or
increase the number of purchasers permitted, or waive the conditions in
paragraphs a. and b. of this subdivision (9) with or without the substitution
of a limitation on remuneration.
(10) 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 90 days of their issuance, if:
a. 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; or
b. The issuer first files a notice specifying the terms of the
offer and the Securities Commission does not by order disallow the exemption
within the next five full business days;
(11) Any offer, but not a sale, of a security for which registration
statements have been filed under both this article and the Securities Act of
1933 if no order of denial, suspension, or revocation is in effect and no
public proceeding or examination looking toward such an order is pending under
either act;
(12) The issuance of any stock dividend, whether the corporation
distributing the dividend is the issuer of the stock or not, if nothing of
value is given by stockholders for the distribution other than the surrender of
a right to a cash dividend where the stockholder can elect to take a dividend
in cash or stock;
(13) Any transaction incident to a right of conversion or a
statutory or judicially approved reclassification, recapitalization,
reorganization, quasi-reorganization, stock split, reverse stock split, merger,
consolidation, or sale of assets; or
(14) An offering of securities conducted solely
in this state to residents of this state in which:
a. The issuer of the security shall be a for-profit
corporation or other for-profit entity, or business cooperative with its
principal place of business in the state of Alabama and registered with the
secretary of state.
b. The transaction shall meet the requirements of
the federal exemption for intrastate offerings in section 3(a)(11)
of the Securities Act of 1933, 15 U.S.C. § 77c(a) (11), and SEC rule
147. As such, securities must be offered
to and sold only to persons who are residents of the state of Alabama at the
time of purchase. Prior to any offer or
sale pursuant to
this exemption, the seller shall obtain documentary evidence from each
prospective purchaser that provides the seller with a reasonable basis to
believe that such investor is a resident of the state of Alabama.
c. The sum of all cash and other consideration to
be received for all sales of the security in reliance upon this exemption shall
not exceed one million dollars ($1,000,000), less the aggregate amount received
for all sales of securities by the issuer within the twelve months before the
first offer or sale made in reliance upon this exemption.
d. The issuer shall not accept more than five
thousand dollars ($5,000) from any single purchaser unless the purchaser is an
accredited investor as defined by Rule 501 SEC regulation D, 17 C.F.R. 230.501.
e. The issuer must reasonably believe that all
purchasers of securities are purchasing for investment and not for sale in
connection with a distribution of the security.
f. A commission or remuneration shall not be paid
or given, directly or indirectly, for any person’s participation in the offer
or sale of securities for the issuer unless the person is registered as a
broker-dealer or agent under the Act.
g. All funds received from investors shall be
deposited into a bank or depository institution authorized to do business in
Alabama, and all the funds shall be used in accordance with representations
made to investors.
h. Not less than Ten days prior to the use of any
general solicitation or within fifteen days after the first sale of the security
pursuant to this exemption (provided no general solicitation has been used
prior to such sale), whichever comes first, the issuer shall provide a notice
to the commission in writing or electronically on Form CF1. The notice shall specify that the issuer is
conducting an offering in reliance upon this exemption and shall contain the
names and addresses of the following persons:
1. The issuer;
2. Officers, directors and any control person of
the issuer;
3. All persons who will be involved in the offer or
sale of securities on behalf of the issuer; and
4. The bank or other depository institution in
which investor funds will be deposited.
i. The issuer shall not be, either before or as a
result of the offering:
1. An investment company as defined in section 3 of
the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, 15 U.S.C. § 78m and 78o(d); or
2. An investment adviser as defined at Code of
Alabama, 1975, § 8-6-2(18), nor a person who otherwise provides investment
advice as a service or for a fee.
j. The issuer shall inform all purchasers that the
securities have not been registered under the act and, therefore, cannot be
resold unless the securities are registered or qualify for an exemption from
registration under Code of Alabama, 1975, §§8-6-4 through 8-6-11. In addition, the issuer shall make the
disclosures required by subsection (f) or SEC Rule 147, 17 C.F.R. 230.147(f).
k. This exemption shall not be used in conjunction
with any other exemption under the Act except the exemption to institutional
investors at § 8-6-11(a)(8) and for offers and
sales to controlling persons of the issuer.
Sales to controlling persons shall not count toward the limitation in
paragraph (14)c.
l. This exemption shall not be available if the
issuer, or any of its officers, controlling people or promoters is subject to a
disqualifier enumerated at Code of Alabama
1975, §8-6-9.
m. Nothing in this exemption shall be construed
to alleviate any person from the anti-fraud provisions at Code of Alabama,
1975, §8-6-17, nor shall such exemption be construed to provide relief from any
other provisions of this Article other than as expressly stated.
n. Every notice of exemption provided for in
paragraph h. above shall be accompanied by a non-refundable filing fee of
$150. Such filing fee shall be deposited
in the Alabama Securities Commission Fund in the State Treasury to be drawn
upon by the commission for its use in administration of this article.
But the
Securities Commission may be rule or order, as to any security or transaction
of any type of security or
transaction, withdraw, further condition or expand
this exemption.
(b) The Securities Commission may by order deny or revoke the
exemption specified in this section with respect to a specific security if it
finds the sale of such security would work or tend to work a fraud upon the
purchasers thereof. No order under this subsection may operate retroactively.
No person may be considered to have violated this article by reason of any
offer or sale effected after the entry of an order
under this subsection if he or she sustains the burden of proof that he or she
did not know and in the exercise of reasonable care could not have known of the
order. In any proceeding under this article, the burden of proving an exemption
from a definition is upon the person claiming it.
(c) Any individual, corporation, partnership, or association who
makes application to the Securities Commission for any exemption from full
registration under subdivision (a)(9) of this section
shall be assessed a filing fee in the amount of three hundred dollars ($300)
upon application for such exemption. The fee shall accompany the application
and shall not be refunded whether the application is approved or rejected. Fees
collected under this subsection shall be deposited in a special account in the
State Treasury for the use of the commission in the administration of this
article.
(Acts
1959, No. 542, p. 1318, §11; Acts 1971, No. 2244, p. 3600; Acts 1975, No. 1044,
p. 2095, §2; Acts 1979, No. 79-462, p. 827, §4; Acts 1990, No. 90-527, p. 772,
§1; Acts 1991, No. 91-320, p. 584, §1; Act 2009-774, §1.)
Registration of securities — Applicability of provisions of article;
consent to service of process on secretary of state. |
(a) The provisions of this article shall apply to persons who sell or offer
to sell when
(1) an offer to sell is made in
this state, or
(2) an offer to buy is made and
accepted in this state.
(b) The provisions of this article shall apply to persons who buy or offer to
buy when
(1) an offer to buy is made in
this state, or
(2) an offer to sell is made and
accepted in this state.
(c) An offer to sell or to buy is made in this state, whether or not either
party is then present in this state, when the offer
(1) originates from this state, or
(2) is directed by the offeror to
this state and received at the place to which it is directed (or at any post
office in this state in the case of a mailed offer).
(d) An offer to buy or to sell is accepted in this state when acceptance
(1) is communicated to the offeror
in this state, and
(2) has not previously been
communicated to the offeror, orally or in writing, outside this state; and
acceptance is communicated to the offeror in this state, whether or not either
party is then present in this state, when the offeree directs it to the offeror
in this state reasonably believing the offeror to be in this state and it is
received at the place to which it is directed (or at any post office in this
state in the case of a mailed acceptance).
(e)
(1) Every applicant for
registration as a dealer or salesman under this article and every issuer which
proposes to offer a security in this state through any person acting on an
agency basis in the common-law sense shall file with the security commission, in
such form as it prescribes, an irrevocable consent appointing the secretary of
state to be his attorney to receive service of any lawful process in any
noncriminal action or proceeding against him, or his successor, executor, or
administrator, which arises under this article or any rule or order hereunder
after the consent has been filed with the same force and validity as if served
personally on the person filing the consent.
(2) A person who has filed such a
consent in connection with a previous registration need not file another.
(3) Service may be made by leaving
a copy of the process in the office of the secretary of state, but it is not
effective unless:
a. The plaintiff, who may be the
securities commission, in an action or proceeding instituted by it, forthwith
sends notice of the service and a copy of the process by registered mail to the
defendant or respondent at his last address on file with the commission, and
b. The plaintiff's affidavit of
compliance with this clause is filed in the case on or before the return day of
the process, if any, or within such further time as the court allows; provided
however, that this subsection shall not apply to an issuer whose securities are
registered by coordination with the commission.
(Acts 1959, No. 542, p. 1318, §12; Acts 1979, No. 79-462, p. 827, §5;
Acts 1990, No. 90-527, p. 772, §1.) |
Filing or registration not finding of truth, completeness, etc., of
documents; representations concerning effect of registration or exemption. |
(a) Neither the fact that an application for registration under Section 8-6-3
or a registration statement under Sections 8-6-5, 8-6-6 or 8-6-7 has been filed,
nor the fact that a person or security is effectively registered constitutes a
finding by the Securities Commission that any document filed under this article
is true, complete, and not misleading.
(b) Neither any such fact nor the fact that an exemption or exception is
available for a security or a transaction means that the Securities Commission
has passed in any way upon the merits or qualifications of or recommended or
given approval to any person, security, or transaction.
(c) It is unlawful to make, or cause to be made, to any prospective
purchaser, customer, or client any representation inconsistent with this
section.
(Acts 1959, No. 542, p. 1318, §14; Acts 1990, No. 90-527, p. 772, §1.) |
Investigations and subpoenas by commission. |
(a) The Securities Commission, in its discretion, may:
(1) Make such public or private
investigations within or outside of this state as he deems necessary to
determine whether any registration in the sale of securities should be granted,
denied, or revoked, whether any person has violated or is about to violate any
provision of this article or any rule or order hereunder, to aid in the
enforcement of this article or in the prescribing of rules and forms hereunder;
(2) Require or permit any person
to file a statement in writing, under oath, or otherwise as the commission may
determine, as to all the facts and circumstances concerning the matter to be
investigated; and
(3) Publish information concerning
any violation of this article or any rule or order hereunder.
(b) For the purpose of any investigation or proceeding under this article,
the Securities Commission or any officer designated by it may administer oaths
and affirmations, subpoena witnesses, compel their attendance, take evidence,
and require the production of any books, papers, correspondence, memoranda,
agreements, or other documents or records which the commission deems relevant or
material to the inquiry.
(c) In case of contumacy by or refusal to obey a subpoena issued to any
person, any court of competent jurisdiction may issue, upon application by the
Securities Commission, to that person an order requiring him to appear before
the commission or the officer designated by it, there to produce documentary
evidence if so ordered or to give evidence touching the matter under
investigation or in question. Any failure to obey the order of the court may be
punished by the court as a contempt of court.
(d) No person is excused from attending and testifying or from producing any
document or record before the Securities Commission or in obedience to the
subpoena of the commission or any officer designated by it, in any proceeding
instituted by the commission, on the ground that the testimony or evidence,
documentary or otherwise, required of him may tend to incriminate him or subject
him to a penalty or forfeiture; but no individual may be prosecuted or subjected
to any penalty or forfeiture for, or on account of, any transaction, matter, or
thing concerning which he is compelled, after claiming his privilege against
self-incrimination, to testify or produce evidence, documentary or otherwise,
except that the individual so testifying shall not be exempt from prosecution
and punishment for perjury committed in so testifying.
(Acts 1959, No. 542, p. 1318, §15; Acts 1969, No. 605, p. 1093, §6;
Acts 1990, No. 90-527, p. 772, §1.) |
Administrative cease and desist authority to commission; injunctive relief;
appointment of receivers or conservators for defendants or defendants' assets;
court ordered rescission, restitution, or disgorgement for violations. |
Whenever it appears to the Securities Commission that any person has engaged
in or is about to engage in any act or practice constituting a violation of any
provision of this article or any rule or order hereunder, it may, in its
discretion, do either or both of the following:
(a) Issue a cease and desist
order, with or without a prior hearing, against the person or persons engaged in
the prohibited activities, directing them to cease and desist from engaging in
the act or practice.
(b) Bring an action in its
discretion in any court of competent jurisdiction to enjoin the act or practice
and to enforce compliance with this article or any rule or order issued
hereunder.
Upon a proper showing, a permanent
injunction, temporary restraining order, or writ of mandamus shall be granted
and a receiver or conservator may be appointed for the defendant or the
defendant's assets. In addition, upon a proper showing by the commission, the
court may enter an order of rescission, restitution, or disgorgement directed at
any person who has engaged in an act constituting a violation of this article or
any rule or order adopted or issued pursuant to this article. The Securities
Commission shall not be required to post a bond.
(Acts 1959, No. 542, p. 1318, §16; Acts 1990, No. 90-527, p. 772, §1;
Acts 1992, No. 92-524, p. 1059, §1.) |
Prohibited acts regarding offer, sale, or purchase of securities. |
(a) It is unlawful for any person, in connection with the offer, sale, or
purchase of any security, directly or indirectly, to:
(1) Employ any device, scheme, or
artifice to defraud;
(2) Make any untrue statement of a
material fact or to omit to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they are made,
not misleading; or
(3) Engage in any act, practice or
course of business which operates or would operate as a fraud or deceit upon any
person.
(b) It is unlawful for any person who receives, directly or indirectly, any
consideration from another person for advising the other person as to the value
of securities or their purchase or sale, whether through the issuance of
analyses or reports or otherwise,
(1) to employ any device, scheme,
or artifice to defraud the other person,
(2) to engage in any act,
practice, or course of business which operates or would operate as a fraud or
deceit upon the other person,
(3) acting as principal for his
own account, knowingly to sell any security to or purchase any security from a
client, or acting as broker for a person other than such client, knowingly to
effect any sale or purchase of any security for the account of such client,
without disclosing to such client in writing before the completion of such
transaction the capacity in which he is acting and obtaining the consent of the
client to such transaction. The prohibitions of this subdivision shall not apply
to any transaction with a customer of a dealer if such dealer is not acting as
an investment adviser in relation to such transaction; or
(4) to engage in dishonest or
unethical practices as the commission may define by rule.
(c) In the solicitation of advisory clients, it is unlawful for any person to
make any untrue statement of a material fact, or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they are made, not misleading.
(d) Except as may be permitted by rule or order of the commission, it is
unlawful for any investment adviser to enter into, extend, or renew any
investment advisory contract unless it provides in writing,
(1) that the investment adviser
shall not be compensated on the basis of a share of capital gains upon or
capital appreciation of the funds or any portion of the funds of the client;
(2) that no assignment of the
contract may be made by adviser without the consent of the other party to the
contract; and
(3) that the investment adviser,
if a partnership, shall notify the other party to the contract of any change in
the membership of the partnership within a reasonable time after the change.
(e) Subdivision (d)(1) does not prohibit an investment advisory contract
which provides for compensation based upon the total value of a fund averaged
over a definite period, or as of definite dates or taken as of a definite date.
"Assignment," as used in subdivision (d)(2), includes any direct or
indirect transfer or hypothecation of an investment advisory contract by the
assignor or of a controlling block of the assignor's outstanding voting
securities by a security holder of the assignor; but, if the investment adviser
is a partnership, no assignment of an investment advisory contract is considered
to result from the death or withdrawal of a minority of the members of the
investment adviser having only a minority interest in the business of the
investment adviser, or from the admission to the investment adviser of one or
more members who, after admission, will be only a minority of the members and
will have only a minority interest in the business.
(f) It is unlawful for any investment adviser to take or have custody of any
securities or funds of any client if,
(1) the commission by rule
prohibits custody; or
(2) in the absence of rule, the
investment adviser fails to notify the commission that he has or may have
custody.
(g) The commission may by rule or order adopt exemptions from subdivision
(b)(3) and subdivisions (d)(1), (d)(2) and (d)(3) where such exemptions are
consistent with the public interest and within the purposes fairly intended by
the policy and provisions of this act.
(Acts 1959, No. 542, p. 1318, §1; Acts 1990, No. 90-527, p. 772, §1.) |
Criminal penalties for violations of article; enforcement; scienter. |
a) A person who willfully violates Section 8-6-3 or Section 8-6-4, upon conviction, shall be guilty of a Class
C felony. A person that willfully violates subsection (a), (b), or (c) of Section 8-6-17, upon conviction, shall be
guilty of a Class B felony. The limitations period for any prosecution under this section does not commence
or begin to accrue until the discovery of the facts constituting the deception, after which the prosecution shall
be commenced within five years.
(b) A person who willfully violates any provision of this chapter, other than
those noted in subsection (a), or a rule adopted or order issued under this
chapter, upon conviction, shall be guilty of a Class A misdemeanor.
(c) The enforcement of the provisions of this article shall be vested in the
commission. It shall be the duty of the commission to see that its provisions
are at all times obeyed and to take such measures and to make such
investigations as will prevent or detect the violation of any provision thereof.
The commission shall at once lay before the district attorney of the proper
county any evidence which shall come to its knowledge of criminality under this
article. In the event of the neglect or refusal of the district attorney to
institute and prosecute such violation, the commission shall be authorized to
proceed therein with all the rights, privileges, and powers conferred by law
upon district or court attorneys including the power to appear before grand
juries and to interrogate witnesses before such grand juries.
(d) Nothing in this article limits the power of the state to punish any
person for any conduct which constitutes a crime by statute or at common law.
(e) In any proceeding under this article, scienter need not be alleged and
proved in prosecutions involving the sale of unregistered securities or in the
failure to register as a dealer, agent, investment adviser, or investment
adviser representative under this article.
(Acts 1959, No. 542, p. 1318, §17; Acts 1969, No. 605, p. 1093, §7; Acts 1971, No. 2243, p. 3598, §3;
Acts 1979, No. 79-462, p. 827, §6; Acts 1990, No. 90-527, p. 772, §1; Act 2009-774, §1; Act 2014-348, §1.) |
Civil liabilities of sellers, agents, etc.; remedies of purchasers. |
(a) Any person who:
(1) Sells or offers to sell a
security in violation of any provision of this article or of any rule or order
imposed under this article or of any condition imposed under this article, or
(2) Sells or offers to sell a
security by means of any untrue statement of a material fact or any omission to
state a material fact necessary in order to make the statements made, in the
light of the circumstances under which they are made, not misleading, the buyer
not knowing of the untruth or omission, and who does not sustain the burden of
proof that he did not know and in the exercise of reasonable care could not have
known of the untruth or omission,
is liable to the person buying the security from him who may bring an action
to recover the consideration paid for the security, together with interest at
six percent per year from the date of payment, court costs and reasonable
attorneys' fees, less the amount of any income received on the security, upon
the tender of the security, or for damages if he no longer owns the security.
Damages are the amount that would be recoverable upon a tender less the value of
the security when the buyer disposed of it and interest at six percent per year
from the date of disposition.
(b)
(1) Any person who engages in the
business of advising others, for compensation, either directly or through
publications or writings, as to the value of securities or as to the
advisability of investing in, purchasing, or selling securities, or who, for
compensation and as part of a regular business, issues or promulgates analyses
or reports concerning securities in violation of subsection (b), (c), (d), (e),
or (f) of Section 8-6-17, subsection (b) or (c) of Section 8-6-3, Section
8-6-14, is liable to that person, who may bring an action to recover the
consideration paid for such advice and any loss due to such advice, together
with interest at six percent per year from the date of payment of the
consideration plus costs and reasonable attorney's fees, less the amount of any
income received from such advice.
No person may maintain an action hereunder pursuant to a violation of
subsection (c) of Section 8-6-3 based solely on the fact that an investment
adviser representative other than the one from whom the person received advice
is unregistered.
(2) Any person who receives,
directly or indirectly, any consideration from another person for advice as to
the value of securities or their purchase or sale, whether through the issuance
of analyses, reports, or otherwise and employs any device, scheme, or artifice
to defraud such other person or engages in any act, practice, or course of
business which operates or would operate as a fraud or deceit on such other
person, is liable to that person, who may bring an action to recover the
consideration paid for such advice and any loss due to such advice, together
with interest at six percent per year from the date of payment of the
consideration plus costs and reasonable attorney's fees, less the amount of any
income received from such advice.
An action based on a violation of subsection (c) of Section 8-6-17 and this
section may not prevail where the person accused of the violation sustains the
burden of proof that he did not know, and in the exercise of reasonable care,
could not have known of the existence of the facts by reason of which the
liability is alleged to exist.
(c) Every person who directly or indirectly controls a person liable under
subsections (a) or (b) of this section, including every partner, officer, or
director of such a person, every person occupying a similar status or performing
similar functions, every employee of such a person who materially aids in the
conduct giving rise to the liability, and every dealer or agent who materially
aids in such conduct is also liable jointly and severally with and to the same
extent as the person liable under subsection (a) or (b), unless he is able to
sustain the burden of proof that he did not know, and in exercise of reasonable
care could not have known, of the existence of the facts by reason of which the
liability is alleged to exist.
(d) Any tender specified in this section may be made at any time before entry
of judgment.
(e) Every cause of action under this section survives the death of any person
who might have been a plaintiff or defendant.
(f) No person may obtain relief under this section in an action involving the
failure to register unless suit is brought within two years from the date of
sale. All other actions for relief under this section must be brought within the
earlier of two years after discovery of the violation or two years after
discovery should have been made by the exercise of reasonable care. No person
may bring an action under subsection (a) of this section:
(1) If the buyer received a
written offer, before the action and at a time when he owned the security, to
refund the consideration paid together with interest at six percent per year
from the date of payment, less the amount of any income received on the
security, and he failed to accept the offer within 30 days of its receipt, or
(2) If the buyer received such an
offer before the action and at a time when he did not own the security, unless
he rejected the offer in writing within 30 days of its receipt.
(g) No person who has made or engaged in the performance of any contract in
violation of any provision of this article or any rule or order hereunder or who
has acquired any purported right under any such contract with knowledge of the
facts by reason of which its making or performance was in violation, may base
any action on the contract.
(h) Any condition, stipulation, or provision binding any person acquiring any
security or receiving any investment advice to waive compliance with any
provision of this article or any rule or order hereunder is void.
(i) The rights and remedies provided by this article are in addition to any
other rights or remedies that may exist.
(j)
(1) The commission may by order,
if it finds such order to be in the public interest, impose an administrative
assessment upon any person who violates any provision of this article or any
rule or order issued under this article.
(2) Any administrative assessment
imposed under this section shall not exceed $5,000 for each act or
omission that constitutes the basis for an order issued under this section,
except that the amount of the administrative assessment may not exceed
$50,000 for any person subject to the order.
(3) For the purposes of
determining the amount or extent of an administrative assessment, if any, to be
imposed under this section, the commission shall consider among other factors,
the frequency, persistence, and willfulness of the conduct constituting a
violation of any provision of this article or any rule or order issued under
this article, and the number of persons adversely affected by the conduct.
(4) The administrative assessment
under this section is in addition to any other penalty, remedy, or sanction that
may be imposed under this article.
(5) All assessments collected
under this subsection (j) of Section 8-6-19 shall be deposited in the general
fund of the state.
(k)
(1) The commission may charge, in
addition to any administrative assessment, fine, penalty, remedy, or sanction
imposed under this article, the actual cost of any investigation resulting from
any violation of any provision of this article or any violation of any rule or
order issued under this article or the actual cost of any examination made by
the commission pursuant to this article, to the party or parties subject to such
investigation or examination. Such charge may include, but is not limited to, a
per diem prorated upon the salary cost of any employee of the commission
together with actual travel, housing and any and all other reasonable expenses
incurred as a result of such investigation or examination.
(2) All charges assessed for costs
involved pursuant to subdivision (1) of subsection (k) of Section 8-6-19 shall
be deposited in the Alabama Securities Commission Fund in the state treasury to
be drawn upon by the commission for its use in the administration of this
article.
(Acts 1959, No. 542, p. 1318, §18; Acts 1990, No. 90-527, p. 772, §1.) |
Commission authorized to swear out warrants of arrest; liability of commission for warrant. |
The Securities Commission is authorized and empowered to swear out warrants
of arrest against any person violating the criminal provisions of this article,
and it shall not be liable in damages or to an action for damages by reason of
swearing out warrants or for causing the arrest and detention or imprisonment of
any person or persons under such warrant or warrants.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Duties of director; director empowered to swear out warrants of arrest; liability of director for warrant. |
The Director of the Securities Commission shall keep the records of the
commission and generally perform such duties as the commission may direct. When
ordered by the commission, he shall be authorized and empowered to swear out
warrants of arrest against any person violating the criminal provisions of this
article. He shall not be liable in damages or to an action for damages by reason
of swearing out such warrant or warrants or for causing the arrest, detention,
or imprisonment of any person or persons under such warrant or warrants.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Making, amending, and rescinding rules and prescribing forms by commission. |
The Securities Commission may from time to time make, amend, and rescind such
rules and prescribe such forms as are necessary and desirable to carry out the
provisions of this article. No rules or forms may be made or prescribed unless
the commission finds that the action is necessary or appropriate in the public
interest or for the protection of investors and consistent with the purposes
fairly intended by the policy and provisions of this article. In prescribing
rules and forms the commission may cooperate with the securities administrators
of the other states and the securities and exchange commission with a view to
effectuating the policy of this article to achieve maximum uniformity in the
form and content of registration statements, applications, and reports wherever
practicable. All rules and forms of the commission shall be published.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Liability for acts done or omitted in good faith under rules, forms, or orders. |
No provision of this article imposing any liability applies to any act done or omitted in good faith in
conformity with any rule, form, or order of the Securities Commission, notwithstanding that the
rule or form may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Hearings to be public; requests for private hearings. |
Every hearing in an administrative proceeding shall be public unless the Securities Commission, in its discretion,
grants a request joined in by all the respondents that the hearing be conducted privately.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Document deemed filed when received. |
A document is deemed filed when it is received by the Securities Commission.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Commission to keep register; register to be open for public inspection. |
The Securities Commission shall keep a register of all applications for registration and registration statements which
are or have ever been effective under this article and all denial, suspension, or revocation orders which have ever
been entered under this article. The register shall be open for public inspection. The information contained in or
filed with any registration statement, application, or report may be made available to the public under such rules
as the commission prescribes.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Commission to furnish copies of register entries or documents; certified copy deemed prima facie evidence. |
Upon request and at such reasonable charges as it prescribes, the Securities Commission shall furnish to any person photostatic
or other copies, certified under its seal of office if requested, of any entry in the register or any document which is a matter
of public record. In any proceeding or prosecution under this article, any copy so certified is prima facie evidence of the
contents of the entry or document certified.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Interpretative opinions by commission. |
(a) The Securities Commission, in its discretion, may honor requests from
interested persons for interpretative opinions and no-action letters.
(b) Any person who makes application to the Securities Commission for an
interpretative opinion or no-action letter shall be assessed a non-refundable
filing fee of $150 upon application for such opinion or letter. Fees
collected under this section shall be deposited in the Alabama Securities
Commission Fund in the state treasury to be drawn upon by the commission for its
use in the administration of this article.
(Acts 1959, No. 542, p. 1318, §20; Acts 1990, No. 90-527, p. 772, §1.) |
Burden of proving exemption or exception from definition. |
In any proceeding under this article, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
(Acts 1959, No. 542, p. 1318, §21; Acts 1990, No. 90-527, p. 772, §1.) |
Commission may issue warnings to public and publish information regarding orders. |
The Securities Commission may issue and give warnings to the public concerning securities being sold in this state and
may in its discretion cause to be published information regarding any orders or rules issued by the commission in the
implementation of its duties, including, without limitation, information pertaining to specific orders denying registration
or prohibiting the sale of securities.
(Acts 1959, No. 542, p. 1318, §25; Acts 1990, No. 90-527, p. 772, §1.) |
Party aggrieved by order entitled to hearing before commission; appeals from action of commission. |
(a) Any person aggrieved by an order issued under this article shall be
entitled to a hearing pursuant to the provisions of the Alabama Administrative
Procedure Act (Section 41-22-1 et seq.) pertaining to "contested
cases," if such person, within 28 days after delivery of the order, submits
a written request for a hearing before the commission. The order shall disclose
the right to a hearing upon written request within 28 days after delivery of the
order. If no timely request for a hearing is made, the order shall constitute a
final order of the commission.
(b) Any appeal from any final order of the commission shall be made to the
circuit court of Montgomery County and shall be governed by the provisions of
the Alabama Administrative Procedure Act pertaining to judicial review.
(Acts 1959, No. 542, p. 1318, §19; Acts 1990, No. 90-527, p. 772, §1.) |
All moneys accruing to or collected by or through the Securities Commission
shall be deposited when collected into the state treasury to the credit of the
general fund, unless otherwise provided by law.
(Acts 1959, No. 542, p. 1318, §27; Acts 1969, No. 605, p. 1093, §8;
Acts 1971, No. 2243, p. 3598, §4; Acts 1990, No. 90-527, p. 772, §1.) |
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