Legislative Session number- 84

Bill Name: SF2319

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
(ra)