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Home » US Law » 2022 Colorado Code » Title 11 - Financial Institutions » Article 51 - Securities » Part 3 - Registration of Securities and Exemptions

§ 11-51-301. Requirement for Registration of Securities

It is unlawful for any person to offer to sell or sell any security in this state unless it is registered under this article 51; the security or transaction is exempted under section 11-51-307, 11-51-308, 11-51-308.5, or 11-51-309; or the security is a federal covered security for which a notice filing has been made pursuant […]

§ 11-51-302. General Registration Provisions

A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed or exempt under this article. Every registration statement filed under section 11-51-303 or 11-51-304 shall be accompanied by a registration fee, which shall be determined and collected pursuant to section […]

§ 11-51-303. Registration by Coordination

Securities for which a registration statement has been filed under the federal “Securities Act of 1933” or any securities for which filings have been made pursuant to the security and exchange commission’s regulation A, promulgated pursuant to section 3(b) of the federal “Securities Act of 1933”, in connection with the offering of the securities may […]

§ 11-51-304. Registration by Qualification

A security may be registered by qualification. A registration statement under this section shall contain full and fair disclosure of all material facts respecting the investment offered, including the following information, shall state the title of the security and the number or amount being registered under this article, and shall be accompanied by the following […]

§ 11-51-304.5. Notice Filing – Investment Companies

With respect to a security that is a federal covered security as defined in section 18 (b)(2) of the federal “Securities Act of 1933”, as amended, 15 U.S.C. sec. 77r (b)(2), that is not otherwise exempt under section 11-51-307, 11-51-308, 11-51-308.5, or 11-51-309, before the initial offer of the security, the issuer must file with […]

§ 11-51-305. Filing of Sales Literature

The securities commissioner may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature addressed or intended for distribution to prospective investors, unless: The security or the transaction is exempted by section 11-51-307, 11-51-308, or 11-51-309; or The security is subject to the filing requirements of […]

§ 11-51-306. Denial, Suspension, or Revocation of Registration

The securities commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement, if the securities commissioner finds violations of the escrow provisions in section 11-51-302 (5) or (6), or, in the case of any registration statement under section 11-51-304, if the securities commissioner finds that the […]

§ 11-51-307. Exempt Securities

The following securities are exempted from sections 11-51-301 and 11-51-305: Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporate or other instrumentality of one or more of any of them or any certificate of deposit for any of […]

§ 11-51-308. Exempt Transactions

The following transactions are exempted from sections 11-51-301 and 11-51-305: Any isolated nonissuer transaction, whether or not effected through a broker-dealer; Any nonissuer distribution of an outstanding security: If a recognized securities manual contains the name of the issuer, the names of the issuer’s officers and directors, a balance sheet of the issuer as of […]

§ 11-51-308.5. Crowdfunding – Intrastate Offering of Securities – Online Intermediaries – Rules – Fees – Short Title – Legislative Declaration

Short title. This act shall be known and may be cited as the “Colorado Crowdfunding Act”. Legislative declaration. The general assembly hereby: Finds that: Start-up companies play a critical role in expanding economic opportunities, creating new jobs, and generating revenues; and Lack of access to capital is an obstacle to starting and expanding small business, […]

§ 11-51-308.7. Colorado Digital Token Act – Legislative Declaration – Exemptions – Definitions – Rules

Short title. The short title of this section is the “Colorado Digital Token Act”. Legislative declaration. The general assembly: Finds that: Cryptoeconomic systems, which are protocols that govern the production, distribution, and consumption of goods and services in a decentralized digital economy, can be an important component of blockchain technology; Blockchain technology has the potential […]

§ 11-51-309. Discretionary Exemptions

The securities commissioner may, by rule or order and subject to such terms and conditions as prescribed therein, from time to time add any securities to the securities exempted in section 11-51-307 or add any transactions to the transactions exempted in section 11-51-308, if the securities commissioner finds that the application of sections 11-51-301 and […]

§ 11-51-310. Denial or Revocation of Exemptions

The securities commissioner may, by order, deny or revoke the exemption specified in section 11-51-307 (1)(g) with respect to a specific security or transaction if the securities commissioner finds that such order is necessary in the public interest and for the protection of investors. The securities commissioner may, by summary order under section 11-51-606 (3)(b), […]

§ 11-51-311. Coordination of Exemptions

In furtherance of the policy stated in section 11-51-101 (3), the exemptions under sections 11-51-307 to 11-51-309 shall be coordinated with exemptions for securities and transactions under the federal “Securities Act of 1933” so that an offering registered under the federal “Securities Act of 1933” shall be subject to registration by filing under this article […]