Section 421-B:1-101 – Short Title.

    421-B:1-101 Short Title. – This chapter may be cited as the New Hampshire Uniform Securities Act. Source. 2015, 273:1, eff. Jan. 1, 2016.

Section 421-B:1-102 – Definitions.

[Subsection (35-a) effective January 1, 2023.]     421-B:1-102 Definitions. – In this chapter, unless the context otherwise requires: (1) " Advertisement " means any notice, circular, letter, or other written communication that is given to more than one person or any other announcement in any publication, by radio, television, or other electronic media, that offers: […]

Section 421-B:1-103 – References to Federal Statutes.

    421-B:1-103 References to Federal Statutes. – "Securities Act of 1933" (15 U.S.C. section 77a et seq.), "Securities Exchange Act of 1934" (15 U.S.C. section 78a et seq.), "Public Utility Holding Company Act of 1935" (15 U.S.C. section 79 et seq. ), "Investment Company Act of 1940" (15 U.S.C. section 80a-1 et seq.), "Investment Advisers […]

Section 421-B:1-104 – References to Federal Agencies.

    421-B:1-104 References to Federal Agencies. – A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department. Source. 2015, 273:1, eff. Jan. 1, 2016.

Section 421-B:1-105 – Electronic Records and Signatures.

    421-B:1-105 Electronic Records and Signatures. – This chapter is subject to UETA. This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by an order issued under this chapter, in a manner consistent with UETA. Source. 2015, 273:1, eff. Jan. 1, 2016.

Section 421-B:2-201 – Exempt Securities.

    421-B:2-201 Exempt Securities. – The following securities are exempt from the requirements of RSA 421-B:3-301 through RSA 421-B:3-306 and RSA 421-B:5-504: (1) a security, including a revenue obligation or a separate security as defined in Rule 131 adopted under the Securities Act of 1933, 17 C.F.R. section 230.131, issued, insured, or guaranteed by the […]

Section 421-B:2-202 – Exempt Transactions.

[Subsection (25) effective January 1, 2023.]     421-B:2-202 Exempt Transactions. – The following transactions are exempt from the requirements of RSA 421-B:3-301 through RSA 421-B:3-306 and RSA 421-B:5-504: (1) an isolated nonissuer transaction, whether effected by or through a broker-dealer or not, provided that no person shall make sales to more than 5 purchasers (as […]

Section 421-B:2-202-A – Implementing Provisions.

    421-B:2-202-A Implementing Provisions. – (1) Counting of purchasers. The following principles shall be used to calculate the number of purchasers to whom sales of the issuer’s securities are made pursuant to RSA 421-B:2-202(1) and RSA 421-B:2-202(11) and (14): (A) Exclusions. The following purchasers shall be excluded: (i) Any relative, spouse, or relative of the […]

Section 421-B:2-203 – Additional Exemptions and Waivers.

    421-B:2-203 Additional Exemptions and Waivers. – An order issued by the secretary of state under this chapter may exempt a security, transaction, or offer; an order by the secretary of state under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of RSA 421-B:3-301 through […]

Section 421-B:2-204 – Denial, Suspension, Revocation, Conditions, or Limitation of Exemptions.

    421-B:2-204 Denial, Suspension, Revocation, Conditions, or Limitation of Exemptions. – (a) Enforcement related powers. Except with respect to securities or a transaction preempted by section 18(b) of the Securities Act of 1933, an order by the secretary of state under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created […]

Section 421-B:3-301 – Securities Registration Requirement.

    421-B:3-301 Securities Registration Requirement. – (a) It is unlawful for a person to offer or sell a security in this state unless: (1) the security is a federal covered security; (2) the security, transaction, or offer is exempted from registration under RSA 421-B:2-201 through RSA 421-B:2-203; or (3) the security is registered under this […]

Section 421-B:3-302 – Notice Filing.

    421-B:3-302 Notice Filing. – (a) Required filing of records. Any person offering a federal covered security, that is not a security described in section 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C. section 77r(b)(4)(F), and is not exempt under RSA 421-B:2-201 through RSA 421-B:2-203, shall file all of the following records: (1)(A) before […]

Section 421-B:3-303 – Securities Registration by Coordination.

    421-B:3-303 Securities Registration by Coordination. – (a) Registration permitted. A 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 under this section. (b) Required records. A registration statement and accompanying records under this section must contain or […]

Section 421-B:3-304 – Securities Registration by Qualification.

    421-B:3-304 Securities Registration by Qualification. – (a) Registration permitted. A security may be registered by qualification under this section. (b) Required records. A registration statement under this section must contain the information or records specified in RSA 421-B:3-305, a consent to service of process complying with RSA 421-B:6-611, and the following information or records, […]

Section 421-B:3-305 – Securities Registration Filings.

    421-B:3-305 Securities Registration Filings. – (a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter. (b) Filing fee. A person filing a registration statement shall pay a filing fee. If a registration statement […]

Section 421-B:3-306 – Denial, Suspension, and Revocation of Securities Registration.

    421-B:3-306 Denial, Suspension, and Revocation of Securities Registration. – (a) Stop orders. The secretary of state may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the secretary of state finds that the order is in the public interest and that: (1) the registration statement […]

Section 421-B:3-307 – Waiver and Modification.

    421-B:3-307 Waiver and Modification. – The secretary of state may waive or modify, in whole or in part, any or all of the requirements of RSA 421-B:3-302, RSA 421-B:3-303, and RSA 421-B:3-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to RSA 421-B:3-305(i). […]

Section 421-B:4-401 – Broker-Dealer Registration Requirements and Exemptions.

[Subsection (b)(3) effective January 1, 2023.]     421-B:4-401 Broker-Dealer Registration Requirements and Exemptions. – (a) Registration requirement. It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from registration as a broker-dealer under subsection (b) or […]

Section 421-B:4-402 – Agent Registration Requirements and Exemptions.

    421-B:4-402 Agent Registration Requirements and Exemptions. – (a) Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b). (b) Exemptions from registration. The following individuals […]

Section 421-B:4-403 – Investment Adviser Registration Requirements and Exemptions.

    421-B:4-403 Investment Adviser Registration Requirements and Exemptions. – (a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b). (b) Exemptions from […]