Sec. 2.3. (a) This section applies to an offering under section 2(27)(O) of this chapter that is made exclusively through one (1) or more Internet web sites and each Internet web site.
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Terms Used In Indiana Code 23-19-2-2.3
- 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 Indiana Code 23-19-1-2
- Commissioner: means the securities commissioner appointed under IC 23-19-6-1(a). See Indiana Code 23-19-1-2
- Conviction: A judgement of guilt against a criminal defendant.
- Filing: means the receipt under this article of a record by the commissioner or a designee of the commissioner. See Indiana Code 23-19-1-2
- Issuer: means a person that issues or proposes to issue a security, subject to the following:
Indiana Code 23-19-1-2
- Judgment: means all final orders, decrees, and determinations in an action and all orders upon which executions may issue. See Indiana Code 1-1-4-5
- 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 Indiana Code 23-19-1-2
- 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 Indiana Code 23-19-1-2
- Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See Indiana Code 23-19-1-2
(1) That the Internet web site operator is a business entity organized under the laws of Indiana and authorized to do business in Indiana.
(2) That the Internet web site is being used to offer and sell securities pursuant to the exemption under section 2(27) of this chapter.
(3) The identity and location of, and contact information for, the Internet web site operator.
(4) Except as provided in subsection (c), that the Internet web site operator is registered as a broker-dealer under IC 23-19-4.
(c) The Internet web site operator is not required to register as a broker-dealer if all the following apply with respect to the Internet web site and its operator:
(1) It does not offer investment advice or recommendations.
(2) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet web site.
(3) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet web site.
(4) It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities.
(5) The fee it charges an issuer for an offering of securities on the Internet web site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet web site, or a combination of the fixed and variable amounts.
(6) It does not identify, promote, or otherwise refer to any individual security offered on the Internet web site in any advertising for the Internet web site.
(7) It does not engage in any other activities that the division, by rule, determines are prohibited of the Internet web site.
(8) Neither the Internet web site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet web site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(d)(1)) that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(d)) from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933 (17 C.F.R. § 230.506(a) to 17 C.F.R. § 230.506(c)).
As added by P.L.106-2014, SEC.4.
