RSA 421-B:4-402 · Agent Registration Requirements and Exemptions

421-B:4-402 Agent Registration Requirements and Exemptions. –

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(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).

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(b)

Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a):

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(1)

an individual who represents a broker-dealer that is exempt under RSA 421-B:4-401(b) or (c);

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(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;

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(3)

an individual who represents an issuer and who effects transactions in the issuer's securities exempted by RSA 421-B:2-202, other than RSA 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;

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(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. section 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;

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(5)

an individual who represents a broker-dealer registered in this state under RSA 421-B:4-401(a) or exempt from registration under RSA 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;

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(6)

an individual who represents an issuer with the purchase by the issuer of the issuer's own securities;

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(7)

an individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or

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(8)

any other individual exempted by order issued under this chapter.

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(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.

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(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).

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(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. Source. 2015, 273:1, eff. Jan. 1, 2016. 2017, 172:13, eff. June 28, 2017.

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