New Hampshire Revised Statutes 421-B:4-402 – Agent Registration Requirements and Exemptions
Current as of: 2023 | Check for updates
|
Other versions
(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 are exempt from the registration requirement of subsection (a):
(1) an individual who represents a broker-dealer that is exempt under N.H. Rev. Stat. § 421-B:4-401(b) or (c);
(2) a bona fide officer, director, partner, manager, member or employee of the 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 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; provided that any person who is not a bona fide officer, director, partner, manager, member or employee of the issuer shall not be exempt in connection with any public offering of securities by such issuer, whether or not such person is compensated by the payment of a commission or other transaction-related compensation;
(3) an individual who represents an issuer and who effects transactions in the issuer’s securities exempted by N.H. Rev. Stat. § 421-B:2-202, other than N.H. Rev. Stat. § 421-B:2-202(14), and who is not compensated by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
(4) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security described in section 18(b)(3) or 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(3) or 77r(b)(4)(F), 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;
(5) an individual who represents a broker-dealer registered in this state under N.H. Rev. Stat. § 421-B:4-401(a) or exempt from registration under N.H. Rev. Stat. § 421-B:4-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others pursuant to discretionary authority in a signed record;
(6) an individual who represents an issuer with the purchase by the issuer of the issuer’s own securities;
(7) an individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or
(8) any other individual exempted by order issued under this chapter.
(c) Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this chapter or an issuer that is offering, selling, or purchasing its securities in this state.
(d) Limit on employment or association. 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) or exempt from registration under subsection (b).
(e) Limit on affiliations. An individual may not act as an agent for more than one broker-dealer or one issuer at a time, unless the broker-dealer or the issuer for which the agent acts are affiliated by direct common control or are authorized by order under this chapter.
(b) Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a):
Terms Used In New Hampshire Revised Statutes 421-B:4-402
- Agent: means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. See New Hampshire Revised Statutes 421-B:1-102
- Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See New Hampshire Revised Statutes 421-B:1-102
- Federal covered investment adviser: means a person registered with the United States Securities and Exchange Commission under the Investment Advisers Act of 1940. See New Hampshire Revised Statutes 421-B:1-102
- Federal covered security: means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the Securities Act of 1933 15 U. See New Hampshire Revised Statutes 421-B:1-102
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- Issuer: means a person that issues or proposes to issue a security, subject to the following:
(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued. See New Hampshire Revised Statutes 421-B:1-102 - Order: means an order issued pursuant to this chapter. See New Hampshire Revised Statutes 421-B:1-102
- Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See New Hampshire Revised Statutes 421-B:1-102
- Sale: includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See New Hampshire Revised Statutes 421-B:1-102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See New Hampshire Revised Statutes 421-B:1-102
(1) an individual who represents a broker-dealer that is exempt under N.H. Rev. Stat. § 421-B:4-401(b) or (c);
(2) a bona fide officer, director, partner, manager, member or employee of the 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 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; provided that any person who is not a bona fide officer, director, partner, manager, member or employee of the issuer shall not be exempt in connection with any public offering of securities by such issuer, whether or not such person is compensated by the payment of a commission or other transaction-related compensation;
(3) an individual who represents an issuer and who effects transactions in the issuer’s securities exempted by N.H. Rev. Stat. § 421-B:2-202, other than N.H. Rev. Stat. § 421-B:2-202(14), and who is not compensated by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
(4) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security described in section 18(b)(3) or 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(3) or 77r(b)(4)(F), 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;
(5) an individual who represents a broker-dealer registered in this state under N.H. Rev. Stat. § 421-B:4-401(a) or exempt from registration under N.H. Rev. Stat. § 421-B:4-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others pursuant to discretionary authority in a signed record;
(6) an individual who represents an issuer with the purchase by the issuer of the issuer’s own securities;
(7) an individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or
(8) any other individual exempted by order issued under this chapter.
(c) Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this chapter or an issuer that is offering, selling, or purchasing its securities in this state.
(d) Limit on employment or association. 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) or exempt from registration under subsection (b).
(e) Limit on affiliations. An individual may not act as an agent for more than one broker-dealer or one issuer at a time, unless the broker-dealer or the issuer for which the agent acts are affiliated by direct common control or are authorized by order under this chapter.