2E Relating to securities, enacting and modifying the 2002 uniform securities act of the national conference of commissioners on uniform state laws

ARTICLE 1 - UNIFORM SECURITIES ACT

GENERAL PROVISIONS

"Uniform Securities Act (2002)"; defining certain terms and certain references to federal statutes and agencies; modifying, limiting and superseding the federal electronic signatures in global and national commerce act, exceptions

EXEMPTIONS FROM REGISTRATION OF SECURITIES

Exempting certain securities and certain transactions from registration requirements; providing for denial, suspension or revocation of or conditions or limits on exemptions

REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

Specifying certain securities registration and filing requirements; providing separate registration requirements for certain qualifying small corporate offerings, specifying certain registration statement content requirements; providing for the registration of certain securities by coordination or by qualification; specifying certain requirements for the filing of registration statements; providing for the denial, suspension or revocation of registrations, authorizing the issuance of stop orders under certain conditions; authorizing securities administrators to waive or modify certain registration requirements

BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES AND FEDERAL COVERED INVESTMENT ADVISERS

Specifying certain registration requirements and exemptions for securities broker-dealers, agents and investment advisers and certain notice filing requirements of federal covered investment advisers; authorizing certain registration successions and changes; specifying certain notice requirements of agents upon the termination of employment or association and regulating the registration of agents transferring employment or association; providing for the withdrawal or termination of registrations; regulating certain fees and expenses; specifying certain postregistration requirements; providing for the denial, revocation, suspension or withdrawal of and the placement of restrictions, conditions or limits on registrations and enumerating grounds for discipline

FRAUD AND LIABILITIES

Prohibiting general fraud and fraud in providing investment advice; providing for burden of proof in civil and criminal actions; regulating the filing of sales and advertising literature; prohibiting misleading filings and certain misrepresentations; providing qualified immunity for broker-dealers, agents and investment advisers for defamation; imposing criminal penalties for willful violations and providing for enforcement; specifying civil liability, providing for enforcement, imposing a statue of limitations; regulating rescission offers

ADMINISTRATION AND JUDICIAL REVIEW

Providing for administration of the requirements and restrictions; granting securities administrators certain investigatory authority, providing remedies for noncompliance; providing for civil and administrative enforcement, imposing certain penalties; providing for the issuance and adoption of forms, orders and rules; authorizing administrator interpretative opinions; requiring and providing for administrator maintenance of a public register of filings; providing for the confidentiality of certain records and for uniformity and cooperation with other agencies; subjecting orders and rules of administrators to judicial review; providing for application of the provisions; regulating service of process; severability clause

TRANSITION

Providing for application of the provisions to existing proceedings and rights and repealing the current provisions regulating securities

ARTICLE 2 - CONFORMING CHANGES

Making conforming amendments to certain statutory provisions relating to domestic mutual insurance holding company membership interests, to exceptions to real estate broker regulations, to the real estate education, research and recovery fund, to the definitions of controlling person under nursing home regulations and of controlling individual under the human services licensing act, to certain provisions regulating business corporations, cooperatives and limited liability companies (LLC) and to public pension authorized investments
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