§ 71-1-402. Agent registration requirement and exemptions.

A.  It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection B of this section.

B.  The following individuals are exempt from the registration requirement of subsection A of this section:

1.  An individual who represents a broker-dealer in effecting transactions in this state limited to those described in Section 15(h)(2) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78o(h)(2));

2.  An individual who represents a broker-dealer that is exempt under subsection B or D of Section 18 of this act;

3.  An individual who represents an issuer with respect to an offer or sale of the issuer’s own securities or those of the issuer’s parent or any of the issuer’s subsidiaries to existing employees, partners, members or directors of the issuer or the issuer’s parent or any of the issuer’s subsidiaries, and who is not compensated in connection with the individual’s participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

4.  An individual who represents an issuer and who effects transactions in the issuer’s securities exempted by Section 7 of this act, other than paragraphs 11 and 14 of Section 7 of this act;

5.  An individual who represents an issuer who effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under Section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(3) or 77r(b)(4)(D)) is not exempt if  the individual is compensated in connection with the agent’s participation by the payment of commissions or other  remuneration based, directly or indirectly, on transactions in those securities;

6.  An individual who represents a broker-dealer registered in this state under subsection A of Section 18 of this act or exempt under subsection B of Section 18 of this act in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of One Hundred Million Dollars ($100,000,000.00) acting for the account of others pursuant to discretionary authority in a signed record;

7.  An individual who represents an issuer in connection with the purchase of the issuer’s own securities;

8.  An individual who represents an issuer and who restricts participation to performing ministerial or clerical work; or

9.  Any other individual exempted by rule adopted or order issued under this act.

C.  The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this act or an issuer that is offering, selling or purchasing its securities in this state.

D.  It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection A of this section or exempt from registration under subsection B of this section.

E.  Unless prohibited by rule adopted or order issued under this act, an individual may act as an agent for more than one broker-dealer or more than one issuer at a time.

F.  It is unlawful for an individual acting as an agent, directly or indirectly, to conduct business in this state on behalf of a broker-dealer or issuer if the registration of the individual as an agent is suspended or revoked under this act; or the individual is barred from employment or association with a broker-dealer by an order under this act, the Securities and Exchange Commission, or a self-regulatory organization; or the individual is subject to an order of a court of competent jurisdiction temporarily, preliminarily or permanently enjoining such individual from conducting business in this state on behalf of a broker-dealer or issuer.

Added by Laws 2003, c. 347, § 19, eff. July 1, 2004.