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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:
- 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.
- 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.
- 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..."
- 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.
- 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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