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SUMMARY

Amendments to Uniform Securities Act (1985)

In 1988, five sections of the Uniform Securities Act (1985) (USA 1985) were amended, based upon discussions with advisors from the American Bar Association and the National Association of State Securities Administrators. A brief description of each of the amendments follows:

  1. Section 202(a) establishes those broker-dealers who are exempt from the licensing provisions of the USA 1985. Broker-dealers who are licensed in another state and who conduct limited transactions in a state fall into the exempt category, generally. The amendment to Section 202(a)(iii) changes one of the limitations. Originally, an out-of-state broker-dealer was exempt if he or she effected no more than 15 transactions in a state within a 12-month period. The amendment provides for an exemption, if there are transactions with no "more than [5] persons...", and eliminates the 15-transaction rule.
  2. Section 305 provides for registration statements, and the rules for filing them. The amendment merely places brackets [ ] around the word "three" in 305(h), signifying that the time period is suggested only, and that a shorter or longer time period would not affect uniformity.
  3. Section 402 provides for those transactions in securities that are exempt from registration under USA 1985. One such exempt transaction is a "non-issuer transaction" in 402(3), for which data exists in a "nationally recognized securities manual designated by the [Administrator]..." Among the items of data in the original act was a statement of income or operations for the most recent year of operation. The amendment extends the requirement to "each of the two years next prior to the date of the statement of condition..."
  4. Section 404 authorizes the Administrator to revoke exemptions as a part of the Administrator's enforcement powers. Section 404(b) provided, originally, that a "stop" order was not retroactive. The amendment deletes the word "stop", so that the sentence refers to all orders.
  5. Section 502 proscribes activities known as market manipulation. Under 505(b), originally, transactions in compliance with the Securities Exchange Act of 1934 (Federal) were not market manipulations. The amendments clarify this original concept by adding "conduct which does not violate", (referring to the Securities Exchange Act of 1934) to the original language. There is some other minor clarifying language in this amendment, as well.

 

   
 
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