N.J. Stat. § 49:3-50 — NJ Code / Title 49 / Chapter 3 / Section 3-50
Exemptions of certain securities.
Status: in_force

3. (a) The following securities are exempted from the provisions of sections 13 and 16 of P.L.1967, c.93 (C.49:3-60 and 49:3-63): (1) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporate or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing; (2) Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one or more of the foregoing, or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor; (3) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank, savings institution, or trust company organized and supervised under the laws of any state or under the laws of the United States; (4) Any security issued by and representing an interest in or a debt of, or guaranteed by, any savings institution; (5) Any security issued by and representing an interest in or a debt of, or guaranteed by, any insurance company organized under the laws of any state and authorized to do business in this State; (6) (Deleted by amendment, P.L.1997, c.276.) (7) Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is (i) a registered holding company under the "Public Utility Holding Company Act of 1935" or a subsidiary of such a company within the meaning of that act; (ii) regulated in respect to its rates and charges by a governmental authority of the United States or any state; or (iii) regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada or any Canadian province; (8) Any security listed or approved for listing upon notice of issuance on the New York Stock Exchange or the American Stock Exchange, and such other exchanges as the bureau chief may from time to time designate by rule or order; any security designated or approved for designation upon notice of issuance as a Nasdaq National Market security or any other national quotation system as the bureau chief from time to time may designate by rule or order; any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so listed or approved; or any warrant or right to purchase or subscribe to any of the foregoing; (9) Any security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any person, private stockholder, or individual; (10) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within 12 months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal; (11) Any investment contract issued in connection with an employees' or professional stock purchase, savings, pension, profit-sharing, retirement or similar benefit plan and securities issued pursuant to an employee benefit plan; (12) (a) The bureau chief by rule or order, as to a particular security or class of securities, may adopt a securities exemption (i) that will further the objectives of compatibility with the exemptions from securities registration authorized by the "Securities Act of 1933" and uniformity among the states, or (ii) if the bureau chief determines that the public interest does not require registration. (b) The following transactions are exempted from the provisions of sections 13 and 16 of P.L.1967, c.93 (C.49:3-60 and 49:3-63): (1) Any isolated nonissuer transaction, whether effected through a broker-dealer or not; (2) (i) Any nonissuer transaction by a broker-dealer registered under this act of a security, which has been outstanding in the hands of the public for at least 90 days prior to the transaction and which is sold at a price reasonably related to the current market price of such securities, provided: (A) the securities are of an issuer for which all reports required to be filed by section 13 or 15(d) of the "Securities Exchange Act of 1934," 15 U.S.C. s.78m or s.78o(d) have been filed; or (B) the following information is published in a recognized securities manual: the names of the issuer's officers and directors; a balance sheet of the issuer as of a date not more than 18 months prior to the date of the sale; and profit and loss statements for a period of not less than two years next prior to the date of the balance sheet or for the period of the issuer's existence as of the date of the balance sheet if the period of existence is less than two years; (ii) The exemption provided in this paragraph (2) does not apply if the sale constitutes a distribution and is made for the direct or indirect benefit of an issuer or controlling persons of that issuer or if those securities constitute the whole or part of an unsold allotment to, or subscription by, a broker-dealer as an underwriter of those securities. This exemption shall not be available for any securities which have been subject to a bureau stop order pursuant to section 17 of P.L.1967, c.93 (C.49:3-64), or a bureau order of denial of secondary trading pursuant to subsection (c) of this section; (iii) Notwithstanding the foregoing, resale transactions by a sponsor of a unit investment trust registered pursuant to section 8 of the "Investment Company Act of 1940," 15 U.S.C. s.80a-8, shall be exempt from registration in this State. (3) Any nonissuer transaction effected by or through a registered broker-dealer pursuant to an unsolicited order or offer to buy; but the bureau chief may by rule require that the customer acknowledge upon a form prescribed by the bureau chief that the sale was unsolicited, and that a signed copy of each such form be preserved by the broker-dealer for a specified period; (4) Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters; (5) Any transaction on a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust, or by an agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust, or agreement, together with all the bonds or other evidences of indebtedness secured thereby, is offered and sold as a single unit; (6) Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator; (7) Any transaction executed by a bona fide pledgee without any purpose of evading this act; (8) Any offer or sale to a bank, savings institution, trust company, insurance company, investment company as defined in the "Investment Company Act of 1940," pension or profit-sharing trust, or other financial institution or institutional buyer, or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity; (9) Any transaction which results in sales to not more than 10 persons (other than those persons designated in paragraph (8) of subsection (b) of this section in this State during any period of 12 consecutive months, whether or not the seller or any of the buyers is then present in this State, if (i) the seller reasonably believes that all buyers are purchasing for investment, and (ii) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in this State, and (iii) the securities are not offered or sold by general solicitation or any general advertisement; but the bureau chief may by rule or order, as to any transaction or class of transactions, withdraw or further condition this exemption, or increase or decrease the number of buyers permitted, or waive the conditions in subparagraph (i), (ii) or (iii) of this paragraph; (10) Any offer or sale of a preorganization certificate or subscription if (i) no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, (ii) the number of subscribers does not exceed 10, and (iii) no payment is made by any subscriber; (11) Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants, or transferable warrants exercisable within not more than 90 days of their issuance, if no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this State; (12) Any transaction by or on behalf of an issuer, or other person, if (i) the seller has reasonable grounds to believe and, after making reasonable inquiry, believes, immediately prior to making any sale, that there are no more than 35 purchasers of the issue in this State during any period of 12 consecutive months and that each purchaser, who is not an accredited investor, either alone or with his representative has the knowledge and experience in financial and business matters that he is or they are capable of evaluating the merits and risks of the prospective investment; (ii) a written offering statement or prospectus is furnished to each purchaser who is not an accredited investor containing substantially the same information as is required by subsection (b) of section 14 of P.L.1967, c.93 (C.49:3-61) or any applicable form of registration under federal law, and provided that if any purchaser is furnished with a written offering statement or prospectus, then all purchasers shall be furnished therewith; (iii) the securities shall not be offered or sold by general solicitation or any general advertisement; and (iv) a report of the offering is filed with the bureau not later than 15 days after the first sale of those securities in this State, setting forth the name and address of the issuer, the total amount of the securities sold under this paragraph (12), the price at which the securities were sold, the total number of purchasers of the securities, and the names and addresses of the purchasers of the securities who reside in this State, indicating the number and amount of the securities each purchased. Supplemental reports shall be filed promptly after the initial filing with the bureau whenever there are material changes to the information contained in the initial filing until the closing of the offering. A final report shall be filed at the closing of the offering if the information in the final report would be materially different from the last prior filing. The fee for filing the report with the bureau shall be established by regulation of the bureau chief. The information in the report of sale shall be deemed confidential and shall not be disclosed to the public except by order of the court or in court proceedings. In calculating the number of purchasers permitted under this paragraph, accredited investors shall be excluded; (13) The bureau chief, by rule or order, as to a particular transaction or class of transactions, may adopt a transactional exemption (i) that will further the objectives of compatibility with the exemptions from securities registration authorized by the "Securities Act of 1933" and uniformity among the states, or (ii) if the bureau chief determines that the public interest does not require registration; (14) Any transaction by or on behalf of an issuer if the following conditions are met: (i) the issuer is a business entity organized under the laws of this State and authorized to do business in this State; (ii) the transaction meets the requirements of the federal exemption for intrastate offerings in section 3(a)(11) of the federal "Securities Act of 1933" (15 U.S.C. s.77c(a)(11)) and Rule 147 adopted under the "Securities Act of 1933" (17 C.F.R. s.230.147); (iii) the sum of all cash and other consideration to be received for all sales of the security in reliance on the exemption under this section, excluding sales to any accredited investor or institutional investor, does not exceed $1,000,000, except that an offer or sale to an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with the issuer or to a person owning 10 percent or more of the outstanding securities of the issuer shall not be counted toward the aggregate monetary limitation of shares to be issued as established herein; (iv) the offering is not a blind pool; (v) the offering by the issuer is made exclusively through an Internet site which meets with the requirements of section 1 of P.L.2015, c.128 (C.49:3-77); (vi) the issuer does not accept an investment of more than $5,000 from any single investor unless the investor is an accredited investor or institutional buyer; (vii) the investor in the securities is a resident of this State; (viii) not less than 10 days prior to the commencement of an offering of the security, the information required to be posted pursuant to section 1 of P.L.2015, c.128 (C.49:3-77) is filed with the bureau, in a form to be prescribed by the bureau, with a filing fee which is to be established by the bureau; and (ix) the issuer has never previously sold securities pursuant to this paragraph. (c) The bureau chief may by order deny or revoke any exemption specified in paragraph (9), (10) or (11) of subsection (a) of this section or in subsection (b) of this section with respect to a specific security or transaction. These exemptions may be denied or revoked for the grounds set forth in subsection (k) of section 9, section 11 and section 17 of P.L.1967, c.93 (C.49:3-56, 49:3-58 or 49:3-64). No such order may be entered without appropriate notice to all interested parties, opportunity for hearing, and written findings of fact and conclusions of law, except that the bureau chief may by order summarily deny or revoke any of the specified exemptions pending final determination of any proceeding under this subsection. Upon the entry of a summary order, the bureau chief shall promptly notify all interested parties that it has been entered and of the reasons therefor. (1) Upon service of notice of the order issued by the bureau chief, the respondent shall have up to 15 days to respond to the bureau in the form of a written answer and written request for a hearing. The bureau chief shall, within five days of receiving the answer and a request for a hearing, either transmit the matter to the Office of Administrative Law for a hearing or schedule a hearing at the bureau. Orders issued pursuant to this subsection (c) shall be subject to an application to vacate upon 10 days' notice, and a preliminary hearing on the order shall be held in any event within 20 days after it is requested; and the filing of a motion to vacate the order shall toll the time for filing an answer and written request for a hearing. (2) If a respondent fails to respond by either filing a written answer and written request for a hearing with the bureau or moving to vacate an order within the 15-day prescribed period, the respondent shall be deemed to have waived the opportunity to be heard. The order will remain in effect until it is modified or vacated upon notice to all interested parties by the bureau chief. No order under this subsection may operate retroactively. (d) In any proceeding under this act, the burden of proving an exemption or an exception from a definition is upon the person claiming it. L.1967, c.93, s.3; amended 1983, c.292, s.2; 1985, c.405, s.3; 1986, c.101; 1987, c.301, s.2; 1997, c.276, s.3; 2015, c.128, s.9.
N.J. Stat. § 49:5-11 — NJ Code / Title 49 / Chapter 5 / Section 5-11
Promulgation of regulations
Status: in_force

a. This act shall be administered by the Chief of the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety, who may promulgate regulations necessary to carry out the purposes of this act, including regulations defining fraudulent, deceptive and manipulative acts and practices and other terms used herein. b. The bureau chief shall set a filing fee for a disclosure statement filed by an offeror and the same amount for a request for hearing filed by a target company. Such fees may be set so as to raise sufficient revenue for funding the purposes of this act. L.1977, c. 76, s. 11, eff. April 27, 1977.
N.J. Stat. § 49:5-8 — NJ Code / Title 49 / Chapter 5 / Section 5-8
Prohibited acts
Status: in_force

No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation: a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security of a target company pursuant to a takeover offer, that has not been permitted to proceed or exempt under this act. b. Publication or use in connection with the offer of any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, but not including the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror. c. Sale by any officer, director, affiliate or associate of a target company of all or any part of their equity securities to the offeror at a price higher than that to be paid to the offerees pursuant to the offer, unless the sales are made at the then existing market price. d. Acquisition by the offeror, after announcement of the takeover offer and prior to its termination, of equity securities of the target company otherwise than pursuant to the takeover offer. L.1977, c. 76, s. 8, eff. April 27, 1977.
N.J. Stat. § 49:3-54 — NJ Code / Title 49 / Chapter 3 / Section 3-54
False, misleading statements.
Status: in_force

7. It is unlawful for any person to make or cause to be made, in any document filed with the bureau or in any proceeding, investigation or examination conducted under this act, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect. L.1967,c.93,s.7; amended 1997, c.276, s.7.
N.J. Stat. § 49:2A-1 — NJ Code / Title 49 / Chapter 2A / Section 2A-1
Short title.
Status: in_force

1. This act shall be known and may be cited as the "New Jersey Bond Volume Cap Allocation Act." L.1987, c.393, s.1; amended 2009, c.76, s.1.
N.J. Stat. § 49:3-61.2 — NJ Code / Title 49 / Chapter 3 / Section 3-61.2
Registration by notification.
Status: in_force

8. The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under section 7 of P.L.1985, c.405 (C.49:3-61.1) or by qualification under section 14 of P.L.1967, c.93 (C. 49:3-61): a. Any security whose issuer, and any predecessors, have been in continuous operation for at least five years, if: (1) There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or of any predecessor thereof, with a fixed maturity or a fixed interest or dividend provision; and (2) The issuer, and any predecessors, during the past three fiscal years, have had an average net earnings, determined in accordance with generally accepted accounting practices: (i) Which are applicable to all securities without a fixed maturity or a fixed interest or dividend provision, which securities are outstanding at the date the registration statement is filed, and which average net earnings equal at least 5% of the amount of those outstanding securities, as measured by the maximum offering price or the market price on a day, selected by the registrant, within 30 days before the date of filing the registration statement, whichever is higher, or by the book value on a day, selected by the registrant, within 90 days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or (ii) Which average net earnings, if the issuer, and any predecessors, have not had any security of the type specified in subparagraph (i) of this paragraph outstanding for three full fiscal years, equal to at least 5% of the amount, as established in subparagraph (i) of this paragraph, of all securities which will be outstanding if all of the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in this State, are issued; b. A registration statement under this section shall contain the following information and shall be accompanied by the following documents, in addition to the information specified in section 15 of P.L.1967, c.93 (C.49:3-62) and the consent to service of process required by section 26 of P.L.1967, c.93 (C.49:3-73): (1) A statement demonstrating eligibility for registration by notification; (2) With respect to the issuer and any significant subsidiary: its name, address, and form of organization, the state or foreign jurisdiction and the date of its organization, and the general character and location of its business; (3) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution: his name and address, the amount of securities of the issuer held by him as of the date of the filing of the registration statement, and a statement of his reasons for making the offering; (4) A description of the security being registered; (5) The information and documents specified in paragraphs (10), (12), and (14) of subsection (b) of section 14 of P.L.1967, c.93 (C.49:3-61); and (6) In the case of any registration under paragraph (2) of subsection a. of this section which does not satisfy the conditions of paragraph (1) of subsection a. of this section, a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement, and a summary of earnings for each of the two fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessors' existence, if less than two years. c. If no stop order is in effect and no proceeding is pending against any person directly or indirectly involved in the offering under subsection (c) of section 3, section 17 or section 23 of P.L.1967, c.93 (C.49:3-50, 49:3-64 or 49:3-70) or section 29 of this act (C.49:3-70.1), a registration statement under this section automatically becomes effective at three o'clock Eastern Standard Time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at such earlier time as the bureau chief determines. L.1985,c.405,s.8; amended 1997, c.276, s.17.
N.J. Stat. § 49:2B-7 — NJ Code / Title 49 / Chapter 2B / Section 2B-7
Pledge
Status: in_force

7. Refunding bonds issued in accordance with the provisions of this act shall be a direct obligation of the State of New Jersey and the faith and credit of the State are pledged for the payment of the interest thereon as it shall become due and the payment of the principal at maturity. The principal and interest on refunding bonds shall be exempt from taxation by the State or by any county, municipality or other taxing district of the State. L.1985,c.74,s.7.
N.J. Stat. § 49:3-64 — NJ Code / Title 49 / Chapter 3 / Section 3-64
Issuance of stop order.
Status: in_force

17. (a) The bureau chief may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds: (1) that the order is in the public interest: and (2) that: (i) The registration statement, as of its effective date or as of any earlier date in the case of an order denying effectiveness, or any amendment under subsection (i) of section 15 of P.L.1967, c.93 (C.49:3-62) as of its effective date, or any report under subsection (h) of section 15 of P.L.1967, c.93 (C.49:3-62), is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact; or (ii) Any provision of this act or any rule, order, or condition lawfully imposed thereunder has been willfully violated, in connection with the offering by (A) the person filing the registration statement, (B) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, or (C) any underwriter; or (iii) The security registered or sought to be registered is the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal, foreign or State act applicable to the offering; but the bureau chief may not institute a proceeding against an effective registration statement under this subsection more than two years from the date of the order or injunction relied on; or (iv) The issuer's enterprise or method of business includes or would necessarily include activities which are illegal where performed; or (v) (Deleted by amendment, P.L.1985, c.405). (vi) (Deleted by amendment, P.L.1985, c.405). (vii) The applicant or registrant has failed to pay the proper filing fee, as set by rule of the bureau chief; (viii) The issuer, any partner, officer or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, or any broker-dealer or other person involved directly or indirectly in the offering (A) has been convicted of any crime of embezzlement under state, federal or foreign law or any crime involving any theft, forgery or fraudulent practices in regard to any state, federal or foreign securities, investment advisory, banking, insurance, or commodities trading laws or anti-fraud laws; (B) is permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities, commodities, banking, insurance or investment advisory business; (C) is the subject of an effective order of the bureau chief denying, suspending, or revoking securities registration, registration as a broker-dealer, agent, investment adviser or investment adviser representative; (D) is the subject of an order entered by any federal or state securities, commodities, banking, insurance or investment advisory administrator or self-regulatory organization denying or revoking any securities, commodities, banking, insurance or investment advisory license or registration under federal or state securities, commodities, banking, insurance or investment advisory law, including, but not limited to, registration as a broker-dealer, agent, investment adviser, investment adviser representative, or the substantial equivalent of those terms as defined in this act, or is the subject of an order of the Securities and Exchange Commission, a self-regulatory organization, the Commodity Futures Trading Commission, an insurance commissioner, or a federal or state banking regulator, suspending or expelling him from a national securities or commodities exchange or national securities or commodities association registered under the "Securities Exchange Act of 1934" or the "Commodity Exchange Act," or from engaging in the banking or insurance business, or is the subject of a United States Postal Service fraud order, except the bureau chief may not institute a revocation or suspension proceeding pursuant to this subsubparagraph (D) of this subparagraph more than two years from the date of the order relied on and he may not enter an order pursuant to this subsubparagraph (D) of this subparagraph on the basis of an order under another state act unless that order was based on facts which would currently constitute a ground for an order under New Jersey law; (E) has engaged in dishonest or unethical practices in the securities business; or (F) is insolvent, either in the sense that liabilities exceed assets or in the sense that obligations cannot be met as they mature; or (ix) The offering is a blind pool. (b) (Deleted by amendment, P.L.1997, c.276.) (c) The bureau chief may by order summarily postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding instituted pursuant to this section. Upon entry of such an order, the bureau chief shall promptly notify each person specified in subsection (d) of this section that it has been entered and of the reasons therefor. (1) Upon service of notice of the order issued by the bureau chief, the applicant shall have up to 15 days to respond to the bureau in the form of a written answer and written request for a hearing. The bureau chief shall, within five days of receiving the answer and a request for a hearing, either transmit the matter to the Office of Administrative Law for a hearing or schedule a hearing at the Bureau of Securities. Orders issued pursuant to this subsection to postpone or suspend the effectiveness of any registration statement shall be subject to an application to vacate upon 10 days' notice, and in any event a preliminary hearing on the order to postpone or suspend the effectiveness of any registration statement shall be held within 20 days after it is requested, and the filing of a motion to vacate the order shall toll the time for filing an answer and written request for a hearing. (2) If an applicant fails to respond by either filing a written answer and written request for a hearing with the bureau or moving to vacate an order to postpone or suspend the effectiveness of any registration statement within the 15-day period prescribed, the registrant shall have waived the opportunity to be heard and the order shall remain in effect until modified or vacated. (d) No stop order may be entered pursuant to this section, except as provided in subsection (c), without (1) appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be offered, (2) opportunity for hearing, and (3) written findings of fact and conclusions of law. (e) The bureau chief may vacate or modify a stop order if he finds that the conditions which prompted its entry have changed. (f) Notwithstanding any other provision of this act to the contrary, the bureau chief may bring an administrative or court action pursuant to section 29 of this act (C.49:3-70.1) to seek and obtain civil penalties for violations of this section. L.1967,c.93,s.17; amended 1985, c.405, s.10; 1987, c.301, s.3; 1997, c.276, s.20.
N.J. Stat. § 49:5-1 — NJ Code / Title 49 / Chapter 5 / Section 5-1
Short title
Status: in_force

This act shall be known and may be cited as the "New Jersey Corporation Takeover Bid Disclosure Law." L.1977, c. 76, s. 1, eff. April 27, 1977.
N.J. Stat. § 49:2B-18 — NJ Code / Title 49 / Chapter 2B / Section 2B-18
Bonds secured by amounts in trust
Status: in_force

18.a. Any refunding bonds and any coupons appertaining thereto shall no longer be deemed to be outstanding, shall no longer constitute a direct obligation of the State of New Jersey and the faith and credit of the State shall no longer be pledged to the payment of the principal of and interest on those bonds, and those bonds shall be secured solely by and payable solely from moneys and government securities deposited in trust with the State Treasurer, to be held separate and apart from all other funds of the State, or in trust with one or more trustees or escrow agents, which trustees or escrow agents shall be trust companies or national or State banks having powers of a trust company, located either within or without the State, whenever there shall be deposited in trust with the State Treasurer or with the trustees or escrow agents either moneys or government securities (including government securities issued or held in book-entry form on the books of the Department of the Treasury of the United States) the principal of and interest on which when due will provide money which, together with moneys, if any, deposited with the State Treasurer or with the trustees or escrow agents at the same time, shall be sufficient to pay when due the principal of, redemption premium, if any, and interest due and to become due on those bonds on or prior to the redemption date or maturity date of those bonds, as the case may be; except that government securities shall not be subject to redemption prior to their maturity other than at the option of the holder thereof; and except that those moneys and government securities shall be deposited with the State Treasurer or with one or more trustees or escrow agents as provided in the resolution of the issuing officials authorizing the issuance of the refunding bonds for which the deposit is made. b. The State of New Jersey hereby covenants with the holders of any refunding bonds for which government securities or moneys shall have been deposited in trust with the State Treasurer or with the trustees or escrow agents as provided in subsection a. of this section that, except as provided in subsection c. of this section, neither the government securities nor moneys so deposited with the State Treasurer or with the trustees or escrow agents as provided in subsection a. of this section that, except as provided in subsection c. of this section, neither the government securities nor moneys so deposited with the State Treasurer or with the trustees or escrow agents shall be withdrawn or used by the State for any purpose other than, and shall be held in trust for, the payment of the principal of, redemption premium, if any, and interest to become due on those bonds; except that any cash received from the principal or interest payments on government securities deposited with the State Treasurer or with trustees or escrow agents: (1) to the extent that cash will not be required at any time for that purpose, shall be paid over to the State as received by the State Treasurer or by the trustees or escrow agents, free and clear of any trust, lien, pledge or assignment securing those bonds, and (2) to the extent that cash will be required for that purpose at a later date, shall, to the extent practicable and legally permissible, be reinvested in government securities maturing at times and in amounts sufficient to pay when due the principal of, redemption premium, if any, and interest to become due on hose bonds on and prior to the redemption date or maturity date of those bonds, as the case may be, and interest earned from those reinvestments shall be paid over to the State, as received by the State Treasurer or by the trustees or escrow agents, free and clear of any trust, lien or pledge securing those bonds. c. Notwithstanding anything to the contrary contained in this section: (1) the State Treasurer or trustees or escrow agents shall, if so directed by the issuing officials, apply moneys on deposit with the State Treasurer or with those trustees or escrow agents pursuant to the provisions of this section and redeem or sell government securities so deposited with the State Treasurer or with those trustees or escrow agents and apply the proceeds thereof to (a) the purchase of the refunding bonds which were refinanced by the deposit with the State Treasurer or with the trustees or escrow agents of those moneys and government securities and immediately thereafter cancel all refunding bonds so purchased, or (b) the purchase of different government securities, if the moneys and government securities on deposit with the State Treasurer or with the trustees or escrow agents after the purchase and cancellation of the refunding bonds or the purchase of different government securities shall be sufficient to pay when due the principal of, redemption premium, if any, and interest on all other refunding bonds in respect of which the moneys and government securities were deposited with the State Treasurer or with the trustees or escrow agents on or prior to the redemption date or maturity date of the refunding bonds, as the case may be; and (2) if on any date, as a result of any purchases and cancellations of refunding bonds or any purchases of different government securities as provided in this subsection, the total amount of moneys and government securities remaining on deposit with the State Treasurer or with the trustees or escrow agents is in excess of the total amount which would have been required to be deposited with the State Treasurer or with the trustees or escrow agents on the date in respect of the remaining refunding bonds for which that deposit was made in order to pay when due the principal of, redemption premium, if any, and interest on those remaining refunding bonds, the State Treasurer or the trustees or escrow agents shall, if so directed by the issuing officials, pay the amount of that excess to the State free and clear of any trust, lien, pledge or assignment securing those refunding bonds. L.1985, c.74, s.18.
N.J. Stat. § 49:3-49 — NJ Code / Title 49 / Chapter 3 / Section 3-49
Definitions relative to Uniform Securities Law.
Status: in_force

2. When used in this act, unless the context requires otherwise: (a) "Bureau" means the agency designated in subsection (a) of section 19 of P.L.1967, c.93 (C.49:3-66); (b) "Agent" means any individual other than a broker-dealer, who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include an individual who represents an issuer in (1) effecting transactions in a security exempted by paragraph (1), (2), (3), or (11) of subsection (a) of section 3 of P.L.1967, c.93 (C.49:3-50); (2) effecting transactions exempted by subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50); (3) effecting transactions with existing employees, partners, or directors of the issuer, if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this State; or (4) a broker-dealer in effecting transactions in this State limited to those transactions described in paragraph (2) of subsection (h) of section 15 of the "Securities Exchange Act of 1934," 15 U.S.C. s.78o(h)(2); or (5) such other persons not otherwise within the intent of this subsection (b), as the bureau chief may by rule or order designate. A partner, officer, or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition. The bureau chief may by rule or order, as to any transaction, waive the requirement of agent registration. The bureau chief may by rule define classes of persons as "agents," if those persons are regulated as "agents" by the Securities and Exchange Commission or any self-regulatory organization established pursuant to the laws of the United States; (c) "Broker-dealer" means any person engaged in the business of effecting or attempting to effect transactions in securities for the accounts of others or for his own account. "Broker-dealer" does not include (1) an agent, (2) an issuer, (3) a person who effects transactions in this State exclusively in securities described in paragraphs (1) and (2) of subsection (a) of section 3 of P.L.1967, c.93 (C.49:3-50), (4) a bank, savings institution, or trust company, or (5) a person who effects transactions in this State exclusively with or through (i) the issuers of the securities involved in the transactions, (ii) other broker-dealers, (iii) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the "Investment Company Act of 1940," pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees or (iv) such other persons not otherwise within the intent of this subsection (c), as the bureau chief may by rule or order designate; (d) "Capital" shall mean net capital, as defined and adjusted under the formula established by the Securities and Exchange Commission in Rule 15c3-1, 17 C.F.R. s.240.15c3-1, made pursuant to the "Securities Exchange Act of 1934," prescribing a minimum permissible ratio of aggregate indebtedness to net capital as such formula presently exists or as it may hereafter be amended; (e) "Fraud," "deceit," and "defraud" are not limited to common-law fraud or deceit. "Fraud," "deceit" and "defraud" in addition to the usual construction placed on these terms and accepted in courts of law and equity, shall include the following, provided, however, that any promise, representation, misrepresentation or omission be made with knowledge and with intent to deceive or with reckless disregard for the truth and results in a detriment to the purchaser or client of an investment adviser: (1) Any misrepresentation by word, conduct or in any manner of any material fact, either present or past, and any omission to disclose any such fact; (2) Any promise or representation as to the future which is beyond reasonable expectation or is unwarranted by existing circumstances; (3) The gaining of, or attempt to gain, directly or indirectly, through a trade in any security, a commission, fee or gross profit so large and exorbitant as to be unconscionable, unreasonable or in violation of any law, regulation, rule, order or decision of the Securities and Exchange Commission, or the bureau chief; or to the extent that such law, regulation, rule or order directly applies to the person involved, the gaining of, or attempt to gain, directly or indirectly, through a trade in any security, a commission, fee or gross profit so large and exorbitant as to be in violation of any law, regulation, rule, order or decision of any other state or Canadian securities administrator, or any self-regulatory organization established pursuant to the laws of the United States; (4) Generally any course of conduct or business which is calculated or put forward with intent to deceive the public or the purchaser of any security or investment advisory services as to the nature of any transaction or the value of such security; (5) Any artifice, agreement, device or scheme to obtain money, profit or property by any of the means herein set forth or otherwise prohibited by this act; (f) "Guaranteed" means guaranteed as to payment of principal, interest or dividends; (g) (1) "Investment adviser" means: (i) any person who, for direct or indirect compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, selling or holding securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities; and (ii) any financial planner and other person who provides investment advisory services to others for compensation and as part of a business or who holds himself out as providing investment advisory services to others for compensation. (2) "Investment adviser" does not include: (i) a bank, savings institution, or trust company; (ii) a lawyer, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice or conduct of the profession and who does not hold himself out as providing investment advisory or financial planning services, and who receives no special compensation for those investment advisory or financial planning services; (iii) a broker-dealer registered under this act; (iv) a publisher of any bona fide newspaper, news magazine, or business or financial publication of general, regular, and paid circulation; (v) a person whose advice, analyses, or reports relate only to securities exempted by paragraphs (1) and (2) of subsection (a) of section 3 of P.L.1967, c.93 (C.49:3-50); (vi) a person whose only clients in this State are other investment advisers, any person that is registered as an "investment adviser" under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3, or excluded from the definition of an "investment adviser" under paragraph (11) of subsection (a) of section 202 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-2(a)(11), broker-dealers, banks, bank holding companies, savings institutions, trust companies, insurance companies, investment companies as defined in the "Investment Company Act of 1940," pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; (vii) any person that is registered as an "investment adviser" under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3, or excluded from the definition of an "investment adviser" under paragraph (11) of subsection (a) of section 202 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-2(a)(11); (viii) an investment adviser representative; or (ix) such other persons not otherwise within the intent of this subsection (g) as the bureau chief may by rule or order designate. Subject to applicable federal law, the bureau chief may by rule limit the exclusions set out in this paragraph (2), except for those exclusions provided in subparagraph (i) of paragraph (2). For purposes of this act, "investment advisory services" means those services rendered by an "investment adviser" as defined in this subsection; (h) "Issuer" means any person who issues or proposes to issue any security, except that (1) with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued; and (2) with respect to certificates of interest in oil, gas, or mining titles or leases, there is not considered to be any "issuer"; (i) "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government; (j) (1) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security or investment advisory services for value; (2) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of any offer to buy, a security or interest in a security or investment advisory services for value; (3) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value; (4) A purported gift of assessable stock is considered to involve an offer and sale; (5) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security; (6) The terms defined in this subsection (j) do not include (i) any bona fide pledge or loan; (ii) any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock; (iii) any act incident to a class vote by stockholders, pursuant to the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, reclassification of securities, or sale of corporate assets in consideration of the issuance of securities of another corporation; or (iv) any act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; (k) "Savings institutions" shall mean any savings and loan association or building and loan association operating pursuant to the "Savings and Loan Act (1963)," P.L.1963, c.144 (C.17:12B-2 et seq.), and any federal savings and loan association and any association or credit union organized under the laws of the United States or of any state whose accounts are insured by a federal corporation or agency; (l) "Securities Act of 1933," 15 U.S.C. s.77a et seq.; "Securities Exchange Act of 1934," 15 U.S.C. s.78a et seq.; "Public Utility Holding Company Act of 1935," 15 U.S.C. s.79 et seq.; "Investment Advisers Act of 1940," 15 U.S.C. s.80b-1 et seq.; "Investment Company Act of 1940," 15 U.S.C. s.80a-1 et seq.; and "Commodity Exchange Act," 7 U.S.C. s.1 et seq. mean the federal statutes of those names; (m) "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement, including, but not limited to, certificates of interest or participation in real or personal property; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; certificate of interest in an oil, gas or mining title or lease; a viatical investment; or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable number of dollars either in a lump sum or periodically for life or some other specified period; (n) "State" means any state, territory, or possession of the United States, as well as the District of Columbia and Puerto Rico; (o) "Nonissuer" means secondary trading not involving the issuer of the securities or any person in a control relationship with the issuer; (p) "Accredited investor" means any person who is an "accredited investor" as defined by subsection (15) of section 2 of the "Securities Act of 1933," 15 U.S.C. s.77b(a)(15), and 17 C.F.R. s.230.215 and s.230.501 or any successor rule promulgated pursuant to that act. The bureau chief may rule, or order, waive or modify the conditions in this subsection (p) and shall interpret and apply this subsection (p) so as to effectuate greater uniformity and coordination in federal-state securities registration exemptions; (q) "Direct participation security" means a security which provides for flow-through tax consequences (tax shelter), regardless of the structure of the legal entity or vehicle for distribution, including, but not limited to, a security representing an interest in gas, oil, real estate, agricultural property, cattle, a condominium, a Subchapter S corporation, a limited liability company and all other securities of a similar nature, regardless of the industry represented by the security, or any combination thereof. Excluded from this definition are real estate investment trusts, tax qualified pension and profit-sharing plans pursuant to sections 401 and 403(a) of the Internal Revenue Code of 1986, 26 U.S.C. ss.401 and 403(a), and individual retirement plans under section 408 of the Internal Revenue Code of 1986, 26 U.S.C. s.408, tax sheltered annuities pursuant to the provisions of section 403(b) of the Internal Revenue Code of 1986, 26 U.S.C. s.403(b), and any company including separate accounts registered pursuant to the "Investment Company Act of 1940;" (r) "Blind pool" means an offering of securities in which, as to 65% or more of the proceeds of the offering, the prospectus discloses no specific purpose to which the proceeds of the offering will be put, or the prospectus discloses no specific assets to be purchased, projects to be undertaken, or business to be conducted, except for: (1) an offering of securities to provide working capital for an operating company (as opposed to a development stage company); (2) an offering of securities by an investment company registered under the "Investment Company Act of 1940," including a business development company; or (3) an offering of securities by a small business investment company licensed by the Small Business Administration or a business development company within the meaning of the "Investment Advisers Act of 1940;" (s) "Investment adviser representative" means any person, including, but not limited to, a partner, officer, or director, or a person occupying a similar status or performing similar functions, or other individual, except clerical or ministerial personnel, who is employed by or associated with an investment adviser registered under this act, or who has a place of business located in this State and is employed by or associated with a person registered or required to be registered as an investment adviser under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3; and who does any of the following: (1) makes any recommendations or otherwise renders advice regarding securities if the person has direct advisory client contact; (2) manages accounts or portfolios of clients; (3) determines recommendations or advice regarding securities; (4) solicits, offers or negotiates for the sale of or sells investment advisory services; or (5) directly supervises any investment adviser representative or the supervisors of those investment adviser representatives. "Investment adviser representative" does not include a broker-dealer or an agent; (t) "Institutional buyer" includes, but is not limited to, a "qualified institutional buyer" as defined in SEC Rule 144A, 17 C.F.R. s.230.144A; (u) "Willful" or "willfully" means a person who acts intentionally in the sense that the person is aware of what he is doing; (v) "Federal covered security" means any security described as a covered security in subsection (b) of section 18 of the "Securities Act of 1933," 15 U.S.C. s.77r(b); (w) "Viatical investment" means the contractual right to receive any portion of the death benefit or ownership of a life insurance policy or certificate, for consideration that is less than the expected death benefit of the life insurance policy or certificate. Viatical investment does not include: (1) any transaction between a viator and a viatical settlement provider as defined by the "Viatical Settlements Act", P.L.2005, c.229 (C.17B:30B-1 et al.); (2) any transfer of ownership or beneficial interest in a life insurance policy from a viatical settlement provider to another viatical settlement provider as defined in the "Viatical Settlements Act", P.L.2005, c.229 (C.17B:30B-1 et al.) or to any legal entity formed solely for the purpose of holding ownership or beneficial interest in a life insurance policy or policies; (3) the bona fide assignment of a life insurance policy to a bank, savings bank, savings and loan association, credit union, or other licensed lending institution as collateral for a loan; (4) the exercise of accelerated benefits pursuant to the terms of a life insurance policy issued in accordance with the provisions of Title 17B of the New Jersey Statutes; or (5) a loan by a life insurance company pursuant to the terms of the life insurance contract; (x) "Internet site operator" means a business entity organized under the laws of this State and authorized to do business in this State which makes available to the public through an Internet website any offering pursuant to the exemption in paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50). "Internet site operator" shall not include a broker-dealer. L.1967, c.93, s.2; amended 1983, c.292, s.1; 1985, c.405, s.2; 1987, c.301, s.1; 1997, c.276, s.2; 2005, c.229, s.18; 2015, c.128, s.8.
N.J. Stat. § 49:2B-4 — NJ Code / Title 49 / Chapter 2B / Section 2B-4
Amount authorized
Status: in_force

4. Refunding bonds of the State of New Jersey are authorized to be issued in an amount not to exceed the amount necessary to effectuate the refinancing of all or any portion of any series of outstanding bonds in accordance with the terms and conditions of section 5 of this act. L.1985,c.74,s.4.
N.J. Stat. § 49:3-68 — NJ Code / Title 49 / Chapter 3 / Section 3-68
Powers of bureau chief.
Status: in_force

21. (a) The bureau chief in his discretion (1) may make such private investigations within or outside of this State as he deems necessary to determine whether any person has violated or is about to violate any provision of this act or any rule or order hereunder, or to aid in the enforcement of this act or in the prescribing of rules and forms hereunder, (2) may require or permit any person to file a statement in writing, under oath or otherwise as the bureau chief determines, as to all the facts and circumstances concerning the matter to be investigated, and (3) may publish information concerning any violation of this act or any rule or order hereunder; (b) For the purpose of any investigation or proceeding under this act, the bureau chief or any officer designated by him may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence and require the production of any books, papers, correspondence, memoranda, agreements or other documents or records which the bureau chief deems relevant or material to the inquiry. At his discretion, the bureau chief may make available private investigative materials to representatives of domestic or foreign governmental authorities, self-regulatory organizations, state or federal law enforcement officers, state securities administrators, and trustees in bankruptcy. The bureau may also disclose that information: (i) in court proceedings; (ii) if ordered to do so by a court of competent jurisdiction; or (iii) if appropriate, in furtherance of any ongoing investigation or proceeding. The bureau chief may also request and use private investigative materials provided to it by other federal and state authorities, including authorities of other states and foreign countries; (c) In case of contumacy by, or refusal to obey a subpoena or order issued to, any person, the Superior Court, upon application by the bureau chief, may issue to the person an order requiring him to appear before the bureau chief, or the officer designated by him, there to produce documentary evidence if so ordered or to give evidence touching the matter under investigation or in question. The court may grant injunctive relief restraining the issuance, sale or offer for sale, purchase or offer to purchase, promotion, negotiation, advertisement or distribution from or within this State of any securities or investment advisory advice concerning securities by a person, or agent, employee, broker, partner, officer, director, investment adviser, investment adviser representative or issuer or stockholder thereof, until such person has fully complied with such subpoena or order and the bureau has completed its investigation. The court may proceed in the action in a summary manner or otherwise; (d) No person is excused from attending and testifying or from producing any document or record before the bureau or in obedience to the subpoena or order of the bureau chief or any officer designated by him, or in any proceeding instituted by the bureau, on the ground that the testimony or evidence (documentary or otherwise) required of him may tend to incriminate him or subject him to a penalty or forfeiture; but the testimony or evidence (documentary or otherwise) compelled from an individual who has claimed his privilege against self-incrimination, or the fruits thereof, may not be used to prosecute that individual or to subject that individual to any penalty or forfeiture, except that the individual testifying is not exempt from prosecution and punishment for perjury, false swearing or contempt committed in testifying; (e) When it shall appear to the bureau chief that the testimony of any person is essential to an investigation instituted by him as provided by this chapter, and that the failure of such person to appear and testify may defeat the proper and effective conduct thereof, the bureau chief, in addition to the other remedies provided for herein, may, by petition verified generally, setting forth the facts, apply to the Superior Court for a writ of ne exeat against such person. The court shall thereupon direct the issuance of the writ against such person requiring him to give sufficient bail conditioned to insure his appearance before the bureau chief for examination under oath in such investigation and that he will continue his appearance therein from time to time until the completion of the investigation and will appear before the court if the bureau chief shall institute any proceeding therein as a result of his investigation. The court shall cause to be indorsed on the writ of ne exeat, in words at length, a suitable amount of bail upon which the person named in the writ shall be freed, having a due regard to the nature of the case and the value of the securities involved. All applications to be freed on bail shall be on notice to the bureau chief and the sufficiency of the bail given on the writ shall be approved by the court. All recognizances shall be to the State and all forfeitures thereof shall be declared by the court. The proceeds of the forfeitures shall be paid into the State treasury. L.1967,c.93,s.21; amended 1997, c.276, s.25.
N.J. Stat. § 49:3-87 — NJ Code / Title 49 / Chapter 3 / Section 3-87
Notification of certain third party.
Status: in_force

4. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, a qualified individual shall notify any third party previously designated by, and may notify any third party reasonably associated with, the eligible adult, provided that disclosure may not be made to any third party that is suspected of financial exploitation or other abuse of the eligible adult. b. A qualified individual who, in good faith and exercising reasonable care, makes a disclosure in compliance with this section shall be immune from any administrative or civil liability that might otherwise arise from such disclosure. L.2019, c.340, s.4.
N.J. Stat. § 49:2B-9 — NJ Code / Title 49 / Chapter 2B / Section 2B-9
Recitals
Status: in_force

9.a. Refunding bonds shall recite that they are issued for the purposes set forth in section 4 of this act and that they are issued in pursuance of this act and that this act was enacted in accordance with the provisions of the Constitution of the State of New Jersey. The recital in the bonds shall be conclusive evidence of the authority of the State to issue those bonds and of their validity. Any refunding bonds containing that recital shall in any suit, action or proceeding involving their validity be conclusively deemed to be fully authorized by this act and to have been issued, sold, executed and delivered in conformity therewith and with all other provisions of statutes applicable thereto, and shall be incontestable for any cause. b. Refunding bonds shall be issued in denominations and in forms, whether coupon, fully registered or book-entry, and with or without provisions for interchangeability thereof, as may be determined by the issuing officials. L.1985,c.74,s.9.
N.J. Stat. § 49:2B-12 — NJ Code / Title 49 / Chapter 2B / Section 2B-12
Temporary bonds
Status: in_force

12. Until permanent refunding bonds can be prepared, the issuing officials may, in their discretion, issue in lieu of the permanent refunding bonds, temporary refunding bonds in a form and with privileges as to registration and exchange for permanent refunding bonds as may be determined by the issuing officials. L.1985,c.74,s.12.
N.J. Stat. § 49:4-2 — NJ Code / Title 49 / Chapter 4 / Section 4-2
Shredding in lieu of cremation or incineration
Status: in_force

Whenever any governing instrument requires the destruction by cremation or incineration of any cancelled security, such destruction may, in lieu of such cremation or incineration, be effected by shredding notwithstanding the express provisions of such governing instrument. L.1972, c. 137, s. 2.
N.J. Stat. § 49:3-75 — NJ Code / Title 49 / Chapter 3 / Section 3-75
Construction of act.
Status: in_force

28. This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact similar laws and to co-ordinate the interpretation and administration of this act with related federal regulations. The bureau chief and the bureau chief's designees may participate in private investigations and enforcement proceedings and cooperate in sharing information with other State authorities, and with authorities of other states and of federal and foreign governments. L.1967,c.93,s.28; amended 1997, c.276, s.33.
N.J. Stat. § 49:2B-21 — NJ Code / Title 49 / Chapter 2B / Section 2B-21
Reports, legislative authority
Status: in_force

21.a. The issuing officials named in section 6 of this act shall cause to be prepared and delivered to the Joint Appropriations Committee's Subcommittee on Transfers, or its successor, reports or information as the subcommittee may request from time to time concerning the use of the authority vested in the issuing officials by this act. b. upon the decision by the issuing officials to issue refunding bonds pursuant to section 5, and prior to the sale of those bonds, the issuing officials shall transmit to the Joint Appropriations Committee's Subcommittee on Transfers a report that a decision has been made, reciting the basis on which the decision was made, including an estimate of the debt service savings to be achieved and the calculations upon which the issuing officials relied when making the decision to issue refunding bonds. The report shall also disclose the intent of the issuing officials to issue and sell the refunding bonds at public or private sale and the reasons therefor. c. The Joint Appropriations Committee's Subcommittee on Transfers shall have authority to approve or disapprove the sale of refunding bonds as included in each report submitted in accordance with subsection b. of this section. The subcommittee shall notify the issuing officials in writing of the approval or disapproval as expeditiously as possible. d. No refunding bonds shall be issued unless the report has been submitted to and approved by the Joint Appropriations Committee's Subcommittee on Transfers as set forth in subsection b. of this section. e. Within 30 days after the sale of the refunding bonds, the issuing officials shall notify the Subcommittee on Transfers of the result of that sale, including the prices and terms, conditions and regulations concerning the refunding bonds, the actual amount of debt service savings to be realized as a result of the sale of refunding bonds, and the intended use of the proceeds from the sale of those bonds pursuant to section 13 of this act. f. The subcommittee shall, however, review all information and reports submitted in accordance with this section and may, on its own initiative, make observations and recommendations to the issuing officials, or to the Legislature, or both, as it deems appropriate. L.1985,c.74,s.21.
N.J. Stat. § 49:3-79 — NJ Code / Title 49 / Chapter 3 / Section 3-79
Promulgation of legend, investor certification.
Status: in_force

3. a. The bureau shall promulgate a legend that the issuer shall be required to provide to all prospective investors in exempted securities offered pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), informing prospective investors that the securities have not been registered with the United States Securities and Exchange Commission or the bureau and that the securities are subject to limitations on resale, along with any other information the bureau finds relevant to be included in that legend. b. The bureau shall promulgate an investor certification which, prior to the consummation of a purchase, the investor in the securities shall be required to certify in writing or electronically that the investor understands: (1) The investment may be a high-risk speculative business venture; (2) The offering has not been reviewed or approved by any State or federal securities regulatory authority and no person or authority has confirmed the accuracy or determined the adequacy of disclosures made relating to this offering; (3) The securities are illiquid, there is no ready market for the sale of the securities, and it may be difficult or impossible to sell or otherwise dispose of the investment; (4) The investor may be subject to tax on the taxable income and losses of the company; and (5) Any additional information the bureau finds relevant. L.2015, c.128, s.3.
N.J. Stat. § 49:2B-13 — NJ Code / Title 49 / Chapter 2B / Section 2B-13
Application of proceeds
Status: in_force

13. a. Proceeds derived from the sale of each series of refunding bonds shall be applied, together with any other moneys legally available therefor, to the payment of the expenses authorized by this act and to the immediate payment of the principal of, redemption premium, if any, and interest due on any outstanding bonds to be refinanced by the refunding bonds, or, to the extent not required for that immediate payment, shall be deposited, together with any other moneys legally available therefor, in trust with the State Treasurer, to be held separate and apart from all other funds of the State, or, at the direction of the issuing officials, in trust with one or more trustees or escrow agents, which trustees or escrow agents shall be trust companies or national or State banks having powers of a trust company, located either within or without the State. Proceeds or moneys deposited in trust with the State Treasurer or with one or more trustees or escrow agents shall be applied solely to the payment when due of the principal of, redemption premium, if any, and interest due and to become due on those outstanding bonds to be refinanced on or prior to the redemption date or maturity date of the outstanding bonds, as the case may be. Proceeds or moneys so held by the State Treasurer or deposited with trustees or escrow agents may be invested in government securities (including government securities issued or held in book-entry form on the books of the Department of the Treasury of the United States); except that those government securities shall not be subject to redemption prior to their maturity other than at the option of the holder thereof. Except as provided in subsection b. neither government securities nor moneys so deposited with the State Treasurer or with trustees or escrow agents shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of, redemption premium, if any, and interest on the outstanding bonds to be refinanced by the refunding bonds; except that any cash received from principal or interest payment on government securities deposited with the State Treasurer or with trustees or escrow agents: (1) to the extent that the cash will not be required at any time for that purpose, shall be paid over to the State as received by the State Treasurer or by the trustees or escrow agents, and (2) to the extent that cash will be required for that purpose at a later date, shall, to the extent practicable and legally permissible, be reinvested in government securities maturing at times and in amounts sufficient to pay when due the principal of, redemption premium, if any, and interest to become due on the outstanding bonds on and prior to the redemption date or maturity date of the outstanding bonds, as the case may be, and interest earned from those reinvestments to the extent not required for the payment of bonds shall be paid over to the State, as received by the State Treasurer or by the trustees or escrow agents. b. Notwithstanding anything to the contrary contained in this section: (1) the State Treasurer or trustees or escrow agents shall, if so directed by the issuing officials, apply moneys on deposit with the State Treasurer or the trustees or escrow agents pursuant to the provisions of this section and redeem or sell government securities so deposited with the State Treasurer or the trustees or escrow agents and apply the proceeds thereof to: (a) the purchase of the outstanding bonds which were refinanced by the deposit with the State Treasurer or the trustees or escrow agents of the moneys and government securities and immediately thereafter cancel all outstanding bonds so purchased or (b) the purchase of different government securities; except that the moneys and government securities on deposit with the State Treasurer or the trustees or escrow agents after the purchase and cancellation of the outstanding bonds or the purchase of different government securities shall be sufficient to pay, when due, the principal of, redemption premium, if any, and interest on all other outstanding bonds in respect of which the moneys and government securities were deposited with the State Treasurer or the trustees or escrow agents on or prior to the redemption date or maturity date of the outstanding bonds, as the case may be; and (2) if on any date, as a result of any purchases and cancellations of outstanding bonds or any purchases of different government securities as provided in this subsection, the total amount of moneys and government securities remaining on deposit with the State Treasurer or the trustees or escrow agents is in excess of the total amount which would have been required to be deposited with the State Treasurer or the trustees or escrow agents on that date in respect of the remaining outstanding bonds for which the deposit was made in order to pay when due the principal of, redemption premium, if any, and interest on those remaining outstanding bonds, the State Treasurer or the trustees or escrow agents shall, if so directed by the issuing officials, pay the amount of that excess to the State. c. Any amounts held by the State Treasurer in a separate fund for the payment of the principal of and interest on outstanding bonds to be refinanced, as provided in this section, shall, if so directed by the issuing officials, be transferred by the State Treasurer for deposit with one or more trustees or escrow agents as provided in this section, or for deposit with the State Treasurer as provided in this section, to be held separate and apart from all other funds of the State, to be applied to the payment when due of the principal of, redemption premium, if any, and interest to become due on those outstanding bonds, as provided in this section, or be applied by the State Treasurer to the payment when due of the principal of and interest on refunding bonds issued under this act to refinance those outstanding bonds. d. The State Treasurer is authorized, upon direction of the issuing officials, to enter into contracts with one or more trust companies or national or State banks, to act as trustees or escrow agents as provided in this section, on terms and conditions as shall be approved by the issuing officials. L.1985,c.74,s.13.
N.J. Stat. § 49:2-3 — NJ Code / Title 49 / Chapter 2 / Section 2-3
Definitions
Status: in_force

As used in this act: a. "Book entry system" means a method of recording ownership which identifies the owner of an interest in the obligation; b. "Registered form" means an obligation which is registered as to both principal and any stated interest, and (1) the transfer of the obligation may be effected by the surrender of the old instrument and either the reissuance by the issuer of the old instrument to the new holder or the issuance by the issuer of a new instrument to the new holder, or (2) the right to the principal of, and stated interest on, the obligation may be transferred through a book entry system; c. "Obligation" means a bond, debenture, note, certificate or other evidence of indebtedness issued by a public issuer; and d. "Public issuer" means the State, or any county, municipality, school district, body corporate and politic, district or public authority, agency, commission or other public institution heretofore or hereafter created by the State, any county or municipality or by one or more counties or municipalities which is authorized to issue obligations. L.1983, c. 243, s. 2, eff. July 1, 1983.
N.J. Stat. § 49:5-7 — NJ Code / Title 49 / Chapter 5 / Section 5-7
Investigations
Status: in_force

a. The bureau may make such investigations within or outside of this State as it deems necessary to determine whether any person has violated or is about to violate the provisions of this act or any order of the bureau chief, and may require any person subject to the investigation to pay the actual costs of the investigation including $50.00 per day for the time of the investigator. The bureau chief shall have power to issue subpenas and subpenas duces tecum to require the attendance of any person and the production of any papers for the purposes of such investigation. b. If, in the course of any investigation or hearing conducted by the bureau chief pursuant to this act, a person refuses to answer a question or questions or produce evidence of any kind on the ground that he will be exposed to criminal prosecution or penalty or to forfeiture of his estate thereby, the bureau chief may order the person to answer the question or questions or produce the requested evidence and confer immunity as in this section provided. If upon issuance of such an order, the person complies therewith, he shall be immune from having such responsive answer given by him or such responsive evidence produced by him, or evidence derived therefrom used to expose him to criminal prosecution or penalty or to a forfeiture of his estate, except that such person may nevertheless be prosecuted for any perjury committed in such answer or in producing such evidence, or for contempt for failing to give an answer or produce evidence in accordance with the order of the bureau chief and any such answer given or evidence produced shall be admissible against him upon any criminal investigation, proceeding or trial against him for such perjury, or upon any investigation, proceeding or trial against him for such contempt. L.1977, c. 76, s. 7, eff. April 27, 1977.
N.J. Stat. § 49:3-83 — NJ Code / Title 49 / Chapter 3 / Section 3-83
Regulations.
Status: in_force

7. The bureau chief, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), may adopt regulations to effectuate the purposes of P.L.2015, c.128 (C.49:3-77 et al.) and to comply with the requirements of applicable federal law; except that, notwithstanding any provision of P.L.1968, c.410 (C.52:14B-1 et seq.) to the contrary, the bureau chief may adopt, immediately upon filing with the Office of Administrative Law, those regulations as the bureau chief deems necessary to implement the provisions of P.L.2015, c.128 (C.49:3-77 et al.), which regulations shall be effective for a period not to exceed six months after the date of filing and may, thereafter, be amended, adopted or readopted by the commissioner in accordance with the requirements of P.L.1968, c.410 (C.52:14B-1 et seq.). L.2015, c.128, s.7.
N.J. Stat. § 49:3-63 — NJ Code / Title 49 / Chapter 3 / Section 3-63
Filing of materials distributed to prospective investors.
Status: in_force

16. The bureau chief may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser, unless the security is not required to be registered by subsection (a) or (f) of section 13 of P.L.1967, c.93 (C.49:3-60). L.1967,c.93,s.16; amended 1997, c.276, s.19.
N.J. Stat. § 49:3-56 — NJ Code / Title 49 / Chapter 3 / Section 3-56
Registration required.
Status: in_force

9. (a) It shall be unlawful for any person to act as a broker-dealer, agent, investment adviser or investment adviser representative or Internet site operator in this State unless that person is registered or exempt from registration under this act; (b) A person shall be exempt from registration as a broker-dealer if, during any period of 12 consecutive months, that person (1) does not effect more than 15 transactions with persons other than those specified in paragraph (5) of subsection (c) of section 2 of P.L.1967, c.93 (C.49:3-49) located within New Jersey; (2) does not effect transactions in more than five customer accounts of New Jersey residents; or (3) effects transactions with persons who have no place of residence in New Jersey and who are temporarily located in the State; if at the time of the transactions described in paragraph (1), (2) or (3) of this subsection (b), the broker-dealer has no place of business in this State and is a member in good standing of a recognized self-regulatory organization and is registered in the state in which the broker-dealer is located; (c) Agents who represent broker-dealers in transactions exempt pursuant to paragraph (1), (2) or (3) of subsection (b) of this section shall be exempt from registration for those transactions if they are members of a recognized self-regulatory organization and registered in the state in which they are located at the time of the transaction; (d) The burden of proving an exemption from registration under this section shall be on the person claiming the exemption. A person claiming an exemption from registration under this section shall keep his books and records open to inspection by the bureau. If the bureau chief finds it is in the public interest and necessary for the protection of investors, the bureau chief may deny any exemption specified in paragraph (1), (2) or (3) of subsection (b) or in subsection (c) of this section as to any broker-dealer or agent. The bureau chief may proceed in summary fashion or otherwise; (e) The bureau chief may identify classes of customers, securities, transactions and broker-dealers for the purpose of increasing the number of transactions or accounts available under the exemptions specified in paragraph (1), (2) or (3) of subsection (b) or subsection (c) of this section; (f) The bureau chief may by order identify the self-regulatory organizations recognized under subsections (b) and (c) of this section and may by rule or order define the conditions under which non-resident persons are temporarily in New Jersey under paragraph (3) of subsection (b) of this section; (g) A person shall be exempt from registration as an investment adviser or from making a notice filing required by section 10 of P.L.1967, c.93 (C.49:3-57), if: (1) The person has a place of business in this State and during any period of 12 consecutive months that person does not have more than five clients, who are residents of this State, other than those specified in subparagraph (vi) of paragraph (2) of subsection (g) of section 2 of P.L.1967, c.93 (C.49:3-49); or (2) The person has no place of business in this State, and during any period of 12 consecutive months that person does not have more than five clients, who are residents of this State, other than those specified in subparagraph (vi) of paragraph (2) of subsection (g) of section 2 of P.L.1967, c.93 (C.49:3-49). The bureau chief may by rule or order determine the availability of the exemptions provided by this subsection (g), including the waiver of the conditions in paragraphs (1) and (2) of this subsection; (h) It shall be unlawful for any broker-dealer or issuer to employ an agent in this State unless the agent is registered. The registration of an agent is not effective during any period when he is not associated with a particular broker-dealer registered under this act or a particular issuer. When an agent begins or terminates a connection with a broker-dealer or issuer, or begins or terminates those activities which make him an agent, the agent as well as the broker-dealer or issuer shall promptly notify the bureau. When an agent terminates his connection with a particular broker-dealer or issuer, his authorization to engage in those activities which make him an agent is terminated; (i) It shall be unlawful for any person to transact business in this State as an investment adviser unless (1) he is so registered under this act, is exempt from registration under this act, or is excluded from the definition of investment adviser under this act, or (2) he is registered as a broker-dealer without the imposition of a condition under paragraph (5) of subsection (b) of section 11 of P.L.1967, c.93 (C.49:3-58); (j) It shall be unlawful for any investment adviser required to be registered pursuant to this section to employ an investment adviser representative, unless the investment adviser representative is also registered pursuant to this section. It is unlawful for any person registered or required to be registered as an investment adviser under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3, to employ, supervise, or associate with an investment adviser representative having a place of business located in this State, unless that investment adviser representative is registered under this act, or is exempt from registration. The registration of an investment adviser representative is not effective during any period when the investment adviser representative is not employed by an investment adviser registered pursuant to this section or registered under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3. When an investment adviser representative described in this subsection begins or terminates employment with an investment adviser, the investment adviser and the investment adviser representative shall promptly notify the bureau chief. When an investment adviser representative terminates his connection with a particular investment adviser, his authorization to engage in those activities which make him an investment adviser representative is terminated; (k) The bureau chief may summarily bar, pending final determination of any proceeding under this subsection, any person, who has been convicted of any crime of embezzlement under state, federal or foreign law or any crime involving any theft, forgery or fraudulent practices in regard to any state, federal or foreign securities, banking, insurance, or commodities trading laws or anti-fraud laws, from being a partner, officer or director of an issuer, broker-dealer or investment adviser, or from occupying a similar status or performing a similar function or from directly or indirectly controlling or being under common control or being controlled by an issuer, broker-dealer or investment adviser, or from acting as a broker-dealer, agent or investment adviser in this State. Any person barred by this subsection shall be entitled to request a hearing by the same procedures as set forth in subsection (c) of section 3 of P.L.1967, c.93 (C.49:3-50); (l) Notwithstanding any other provision of this act, the bureau chief may bring an administrative or court action pursuant to section 29 of P.L.1997, c.276 (C.49:3-70.1), to seek and obtain civil penalties for violations of this section; (m) Every registration shall expire one year from its effective date unless renewed, except that the bureau chief may by rule provide that registrations shall all expire on the same date; (n) Except with respect to advisers whose only clients are those described in subparagraph (vi) of paragraph (2) of subsection (g) of section 2 of P.L.1967, c.93 (C.49:3-49), it is unlawful for any person who is registered or required to be registered under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3, as an investment adviser to conduct advisory business in this State, unless that person files those documents filed with the Securities and Exchange Commission with the bureau chief, as the bureau chief may by rule or otherwise require, and a fee and consent to service of process, as the bureau chief, by rule or otherwise, may require; (o) Notwithstanding anything to the contrary in this act, until October 11, 1999, the bureau chief may require the registration of any person who is registered or required to be registered as an investment adviser under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. s.80b-3, and who has failed to promptly pay the fees required by subsection (n) of this section after being notified in writing by the bureau chief of the non-payment or underpayment of those fees. A person shall be considered to have promptly paid those fees if they are remitted to the bureau chief within 15 days following that person's receipt of the written notification from the bureau chief; (p) For the purposes of this section, each applicant for registration shall submit to the bureau chief, the applicant's name, address, fingerprints and written consent for a criminal history record background check to be performed. The bureau chief is hereby authorized to exchange fingerprint data with and receive criminal history record information from the State Bureau of Identification in the Division of State Police and the Federal Bureau of Investigation consistent with applicable State and federal laws, rules and regulations. The applicant shall bear the cost for the criminal history record background check, including all costs of administering and processing the check. The Division of State Police shall promptly notify the bureau chief in the event a current holder of a license or prospective applicant, who was the subject of a criminal history record background check pursuant to this section, is arrested for a crime or offense in this State after the date the background check was performed. L.1967, c.93, s.9; amended 1967, c.286, s.17; 1985, c.405, s.11; 1997, c.276, s.9; 2003, c.199, s.32; 2015, c.128, s.10.
N.J. Stat. § 49:3-82 — NJ Code / Title 49 / Chapter 3 / Section 3-82
Criteria for disqualifying issuers from claiming exemption.
Status: in_force

6. The bureau shall establish by regulation criteria for disqualifying issuers of securities from claiming the exemption from registration pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50). The criteria shall include, but not be limited to, the following disqualifying events: a. Criminal convictions in connection with the purchase or sale of a security, or involving the making of a false filing related to the offer or sale of a security; b. Injunctions and court orders against engaging in or continuing conduct or practices in connection with the purchase or sale of securities or involving the making of a false filing related to the offer or sale of a security or any criminal conviction as described in subsection (k) of section 9 of P.L.1967, c.93 (C.49:3-56); c. United States Postal Service false representation orders; and d. The issuer is subject to a bureau stop order. L.2015, c.128, s.6.
N.J. Stat. § 49:3-59 — NJ Code / Title 49 / Chapter 3 / Section 3-59
Maintenance of records, examination.
Status: in_force

12. (a) (Deleted by amendment, P.L.1997, c.276.) (b) Every registered broker-dealer and investment adviser shall make and keep those accounts, correspondence, memoranda, papers, books, and other records as the bureau chief by rule prescribes. Such books, records and accounts shall conform to those prescribed by the Securities and Exchange Commission. All records and books so required shall be accessible to the bureau and preserved for three years unless the bureau chief by rule prescribes otherwise; (c) With respect to investment advisers, the bureau chief may require by rule that certain information be furnished or disseminated as necessary or appropriate in the public interest or for the protection of investors and investment advisory clients. To the extent determined by the bureau chief, information furnished to clients or prospective clients of an investment adviser that would be in compliance with the "Investment Advisers Act of 1940" and the regulations promulgated thereunder may be used in whole or partial satisfaction of this requirement; (d) Every registered broker-dealer and investment adviser shall file the financial reports the bureau chief prescribes by rule, except that the bureau chief shall not require a registered broker-dealer to file financial reports which exceed the limitations provided in section 15 of the "Securities Exchange Act of 1934," 15 U.S.C. s.78o; (e) If the information contained in any document filed with the bureau is or becomes inaccurate or incomplete in any material respect, the registrant shall promptly file a correcting amendment unless notification of the correction has been given under subsection (h) of section 9 of P.L.1967, c.93 (C.49:3-56); (f) All the records referred to in subsection (b) of this section are subject at any time or from time to time to such reasonable periodic, special, or other examinations by representatives of the bureau chief, within or without this State, as the bureau chief deems necessary or appropriate in the public interest or for the protection of investors. The bureau chief may cooperate with the securities administrators of other states, the Securities and Exchange Commission, Commodity Futures Trading Commission, federal and state banking regulators, state insurance regulators and any national securities exchange or national securities association registered under the "Securities Exchange Act of 1934." L.1967,c.93,s.12; amended 1997, c.276, s.12.
N.J. Stat. § 49:3-60.1 — NJ Code / Title 49 / Chapter 3 / Section 3-60.1
Documents required to be filed.
Status: in_force

14. (a) The bureau chief, by rule or otherwise, may require the filing of any or all of the following documents with respect to a federal covered security under paragraph (2) of subsection (b) of section 18 of the "Securities Act of 1933," 15 U.S.C. s.77r(b): (1) Prior to the initial offer of such federal covered security in this State, a notice as prescribed by the bureau chief by rule or otherwise or all documents that are part of a current federal registration statement filed with the Securities and Exchange Commission under the "Securities Act of 1933," together with a consent to service of process signed by the issuer and with the fee required by section 15 of P.L.1967, c.93 (C.49:3-62); (2) After the initial offer of such federal covered security in this State, all documents that are part of an amendment to a current federal registration statement filed with the Securities and Exchange Commission under the "Securities Act of 1933;" (3) To the extent necessary to compute fees, an annual or periodic report of the value of such federal covered securities offered or sold in this State; (4) A notice setting forth the name and address of the issuer, and the name and the dollar amount of the securities issued and the number of the securities to be issued; (5) That notice shall be effective on the later of date of its receipt by the bureau chief or effectiveness of the offering with the Securities and Exchange Commission and shall expire on June 30 of each year, unless renewed prior to expiration by filing an additional notice and fee, except that the bureau chief may by rule determine that such notice will automatically remain in effect in the case of unit investment trusts. A renewal notice shall take effect upon expiration of the notice filing being renewed. Only one notice and one fee needs to be filed for multiple portfolios, classes, trusts, or funds that are offered through one prospectus. In setting fees, the bureau shall take into account whether the investment company issuing the shares is an open-end management company or unit investment trust and shall establish different fees for different types of investment companies. In no event shall the fee charged in any calendar year for claiming this exemption exceed the fee charged for registering securities with the bureau under subsection (b) of section 15 of P.L.1967, c.93 (C.49:3-62); (b) With respect to any security that is a federal covered security under subparagraph (D) of paragraph (4) of subsection (b) of section 18 of the "Securities Act of 1933," 15 U.S.C. s.77r(b)(4)(D), the bureau chief, by rule or otherwise, may require the issuer to file a notice on SEC Form D, 17 C.F.R. s.239.500, or a successor form, and a consent to service of process signed by the issuer no later than 15 days after the first sale of that federal covered security in this State, together with the fee required to be paid pursuant to paragraph (12) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50); (c) The bureau chief, by rule or otherwise, may require the filing of any document filed with the Securities and Exchange Commission under the "Securities Act of 1933" with respect to a federal covered security under paragraph (3) or (4) of subsection (b) of section 18 of the "Securities Act of 1933," 15 U.S.C. s.77r(b)(3) or (4); (d) The bureau chief may issue a stop order suspending the offer and sale of a federal covered security, except a federal covered security under paragraph (1) of subsection (b) of section 18 of the "Securities Act of 1933," 15 U.S.C. s.77r(b)(1), if the bureau chief finds that (1) the order is in the public interest and (2) there is a failure to comply with any condition established under this section; (e) The bureau chief, by rule or otherwise, may waive any or all of the provisions of this section. L.1997,c.276,s.14.
N.J. Stat. § 49:4-1 — NJ Code / Title 49 / Chapter 4 / Section 4-1
Security; governing instrument defined
Status: in_force

As used in this act: a. "Security" and "securities" includes (1) bonds, debentures, notes and all other instruments and writings, however designated, evidencing an obligation to pay money; (2) interest coupons pertaining to the foregoing; (3) evidences of stockholder's equities, including but not limited to, stock certificates, rights, and warrants; (4) every instrument which is subject to the provisions of chapter 8, Investment Securities, of Title 12A of the New Jersey Statutes (The Uniform Commercial Code); and (5) every other type of instrument, however designated, the destruction of which is required by statute, contract or other writing to be effected after their cancellation; b. "Governing instrument" includes statutes of this State, ordinances, resolutions, notes, mortgages, debentures, trust indentures and all other writings pursuant to which securities are issued. L.1972, c. 137, s. 1.
N.J. Stat. § 49:2-6 — NJ Code / Title 49 / Chapter 2 / Section 2-6
Execution of obligation; signature
Status: in_force

Any obligation in registered form may be executed by the officer or officers of the public issuer authorized to do so with a facsimile signature in lieu of the manual signature of the authorized officer or officers, and the corporate seal of the public issuer, or a facsimile thereof, may be printed, engraved or otherwise reproduced on the obligation; provided that the obligation is authenticated by the authorized manual signature of, or on behalf of, a registrar, fiscal agent, transfer agent, trustee, paying agent or the like. L.1983, c. 243, s. 5, eff. July 1, 1983.
N.J. Stat. § 49:3-62 — NJ Code / Title 49 / Chapter 3 / Section 3-62
Filing of registration statement, fee.
Status: in_force

15. (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. (b) Every person filing a registration statement shall pay a filing fee for each registration statement, as set by rule of the bureau chief. This fee shall not be refundable. (c) Every registration statement shall specify (1) the amount of securities to be offered in this State; (2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed; and (3) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in any state or by any court or the Securities and Exchange Commission. (d) Any document filed pursuant to this supplementary act within three years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the document is currently accurate. (e) The bureau chief may by rule or order permit the omission of any item of information or document from any registration statement. (f) (Deleted by amendment, P.L.1997, c.276.) (g) Every registration statement is effective for one year from its effective date, or any longer period during which the security is being offered or distributed in a nonexempt transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him as a participant in the distribution, except during the time a stop order is in effect under section 17 of P.L.1967, c.93 (C.49:3-64). All outstanding securities of the same class as a registered security of the issuer are considered to be registered for the purpose of any nonissuer transaction (1) so long as the registration statement is effective and (2) between the thirtieth day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under section 17 of P.L.1967, c.93 (C.49:3-64) (if the registration statement did not relate in whole or in part to a nonissuer distribution) and one year from the effective date of the registration statement. A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the bureau chief. (h) So long as a registration statement is effective, the bureau chief may by rule or order require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering. (i) A registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the "Investment Company Act of 1940," may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the bureau chief so orders. Every person filing such an amendment shall pay a filing fee, as may be set by rule of the bureau chief, with respect to the additional securities proposed to be offered. j. Every registration statement shall be accompanied by an undertaking by the registrant agreeing that, as a condition of registration, the registrant will allow the bureau chief in the bureau chief's discretion (subject in all cases to the constitutional or statutory rights of the registrant, its agents and principals, if any) to (1) make such investigations within or outside this State as the bureau chief deems necessary to determine if the registrant, the registrant's agents, or principals have violated or are about to violate any provision of this act or any rule or order hereunder, or to aid in the enforcement of this act or in the prescribing of rules and forms hereunder, or (2) require or permit the registrant, the registrant's agents, and principals to file a statement in writing, under oath or otherwise as the bureau chief determines, as to all the facts and circumstances concerning the matter to be investigated. k. The bureau chief may by rule or order restrict or condition a securities registration of any kind, or restrict the sale of such securities to accredited investors. L.1967,c.93,s.15; amended 1985, c.405, s.9; 1997, c.276, s.18.
N.J. Stat. § 49:2B-15 — NJ Code / Title 49 / Chapter 2B / Section 2B-15
Replacement of lost bonds or coupons
Status: in_force

15. If any coupon refunding bonds or coupons thereunto appertaining or any registered refunding bonds become lost, mutilated or destroyed, a new refunding bond or coupon shall be executed and delivered of like tenor, in substitution for the lost, mutilated or destroyed refunding bonds or coupons, upon the owner furnishing to the issuing officials evidence satisfactory to them of the loss, mutilation or destruction, proof of ownership and such security and indemnity and reimbursement for expenses as the issuing officials may require. L.1985,c.74,s.15.
N.J. Stat. § 49:3-77 — NJ Code / Title 49 / Chapter 3 / Section 3-77
Information provided to prospective investors.
Status: in_force

1. In order for a transaction to meet the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer seeking to offer securities that meet those requirements and the Internet site through which the offering is made shall provide the following information to the prospective investors in writing on that site: a. a copy of the legend required pursuant to subsection a. of section 3 of P.L.2015, c.128 (C.49:3-79); b. evidence that the issuer is a business organization organized under the laws of this State and is authorized to do business in this State; c. a description of the company, its form and date of business organization, the address and telephone number of its principal office, its history, its business plan, a description of material agreements and the intended use of the offering proceeds, at least 65 percent of which shall be specifically disclosed in dollar amount and percentage terms in a use of proceeds section and which shall also include any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer; d. the identity of all persons owning more than 10 percent of the ownership interests of any class of securities of the company, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own; e. the identity of the executive officers, directors, managing members, and other persons occupying a similar status or performing similar functions in the name of and on behalf of the issuer, including their titles and their prior experience, with a description of options or other contingent securities outstanding and a description of the amount of those options or other contingent securities that those persons own; f. the terms and conditions of the securities being offered and of any outstanding securities of the company, the minimum and maximum amount of securities being offered, if any, and the percentage ownership of the company represented by the offered securities and the valuation of the company implied by the price of the offered securities; g. the minimum offering amount that is necessary to implement the business plan, and a notice that the funds will only be released to the issuer if the minimum offering amount is reached; h. the time and date, which may be no more than 12 months from the date of the offering, by which the minimum offering amount must be reached before the funds will be returned to investors; i. a provision stating that the investors may cancel their commitment to invest for up to 30 days following the date the investment is made, except that investors who invest within 30 days of the time and date by which the minimum offering amount must be reached as provided in subsection h. of this section shall only have the amount of time left before the time and date by which the minimum offering amount must be reached in which to cancel their commitment to invest, even if that amount of time is less than 30 days; j. the identity of any person who has been or will be retained by the issuer to assist the issuer in conducting the offering and sale of the securities, including any Internet site operator, but excluding persons acting solely as accountants or attorneys and employees whose primary job responsibilities involve the operating business of the issuer, rather than assisting the issuer in raising capital; k. a description of the consideration being paid for assistance to each person identified under subsection j. of this section; l. a description of any litigation or legal proceedings involving the company or its management; m. a discussion of significant factors that make the offering speculative or risky; n. a description of any conflicts of interest; o. financial statements, including a balance sheet, income statement, cash flow statement, and capitalization of issuer; p. a statement of current liabilities outstanding, including obligations past due and obligations due within 12 months; q. the Internet site address at which the quarterly report required by section 5 of P.L.2015, c.128 (C.49:3-81) will be made available; and r. any additional information material to the offering. L.2015, c.128, s.1.
N.J. Stat. § 49:3-80 — NJ Code / Title 49 / Chapter 3 / Section 3-80
Requirements for Internet site.
Status: in_force

4. The following requirements apply to an Internet site through which an issuer offers or sells securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50): a. The Internet site operator shall register with the bureau by filing an application for registration, accompanied by a filing fee to be determined by the bureau, that includes all of the following: (1) That the Internet site operator is a business entity organized under the laws of this State and authorized to do business in this State; (2) That the Internet site is being utilized to offer and sell securities pursuant to the exemption under paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50); (3) The identity and location of, and contact information for, the Internet site operator; and (4) Except as provided in subsections b. and c. of this section, that the Internet site operator is registered as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.). If any change occurs in the information that an Internet site operator submits to the bureau pursuant to this subsection, the Internet site operator shall notify the bureau of the change within 30 days after the change occurs. b. The Internet site operator shall not be required to register as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.) if all of the following apply with respect to the Internet 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 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 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 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 site, or a combination of such fixed and variable amounts; (6) It does not identify, promote, or otherwise refer to any individual security offered on the Internet site in any advertising for the Internet site; (7) It does not engage in other activities the bureau determines to be prohibited; and (8) Neither the Internet site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet 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. s.230.506(d)(1)) that would disqualify an issuer under Rule 506 (d) adopted under the "Securities Act of 1933" (17 C.F.R. s.230.506(d)) from claiming an exemption specified in Rule 506 (a) to (c) adopted under the "Securities Act of 1933" (17 C.F.R. ss.230.506(a) to (c)). c. The Internet site operator is not required to register as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.) if the Internet site operator is registered as a broker-dealer under the "Securities Exchange Act of 1934" (15 U.S.C. s.78o) or is a funding portal registered under the "Securities Act of 1933" (15 U.S.C. s.77d) and the Securities and Exchange Commission has adopted rules under authority of section 3 (h) of the "Securities Exchange Act of 1934" (15 U.S.C. s.78c(h)) and Pub.L. 112-106, section 304, governing funding portals, and the Internet site operator files with the bureau chief those documents filed with the Securities and Exchange Commission that the bureau chief may by rule or otherwise require, and the Internet site operator consents to service or process and pays a fee to be established by the bureau. Nothing in this section shall be construed to require an Internet site operator to register as a broker-dealer under the "Securities Exchange Act of 1934" or as a funding portal under the "Securities Act of 1933." d. The issuer and the Internet site operator shall maintain records of all offers and sales of securities effected through the Internet site and shall provide ready access to the records to the bureau, upon request. The bureau may access, inspect, and review any Internet site registered under this section as well as its records. e. Notwithstanding any law or regulation to the contrary, if the Securities and Exchange Commission adopts rules under authority of section 3(h) of the "Securities Exchange Act of 1934" (15 U.S.C. s.78c (h)) and Pub.L. 112-106, section 304, that authorize funding portals to receive commissions without registering as broker-dealers under the "Securities Exchange Act of 1934," the bureau may promulgate rules authorizing Internet site operators registered with the bureau pursuant to this section to receive commissions without registering as broker-dealers. L.2015, c.128, s.4.
N.J. Stat. § 49:2B-2 — NJ Code / Title 49 / Chapter 2B / Section 2B-2
Findings
Status: in_force

2. The Legislature finds that: a. Many series of bonds of the State have been issued periodically to fulfill the various purposes for which those bonds were authorized; b. It has been necessary to sell some series of bonds of the State at times when interest rates in the municipal bond market have been higher than presently prevailing rates; c. Projections indicate that, when interest rates decline in the municipal bond market, certain refinancing methods can be utilized to reduce, on a present value basis, the aggregate amount of principal and interest payable on bonds of the State; d. Laws of the State enacted prior to the effective date of this act and authorizing the issuance of bonds do not provide the authority needed to utilize those refinancing methods; e. Bonds of the State have heretofore and will hereafter be issued pursuant to those laws; f. It is necessary for the State of New Jersey to provide for refinancing methods that will reduce, on a present value basis, the aggregate amount of principal and interest payable on bonds of the State in order to make more efficient use of the State's resources; g. At the general election held in the month of November 1983, the people of the State approved, in accordance with the provisions of the Constitution of the State of New Jersey, the amendment of Article VIII, Section II, paragraph 3 of the Constitution to allow the Legislature to authorize actions which would facilitate greater financial flexibility in connection with the refinancing of all or a portion of any outstanding debts of liabilities of the State theretofore or thereafter created; and h. The purpose of this Refunding Bond Act of 1985 is to implement the purpose of that amendment to the Constitution. L.1985,c.74,s.2.
N.J. Stat. § 49:3-58 — NJ Code / Title 49 / Chapter 3 / Section 3-58
Denial, suspension, revocation of registration.
Status: in_force

11. (a) The bureau chief may by order deny, suspend, or revoke any registration if he finds: (1) that the order is in the public interest; and (2) that the applicant or registrant or, in the case of a broker-dealer, investment adviser, or Internet site operator, any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer, investment adviser, or Internet site operator: (i) has filed an application for registration which as of its effective date, or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact; (ii) has willfully violated or willfully failed to comply with any provision of this act or any rule or order authorized by this act or has willfully, materially aided others in such conduct; (iii) has been convicted of any crime involving a security or any aspect of the securities, commodities, banking, insurance or investment advisory business or any crime involving moral turpitude; however, where the applicant can show by proof satisfactory to the bureau chief that during the 10-year period preceding the application he has conducted himself in such a manner as to warrant his registration consistent with all other provisions of this act, the conviction shall not be a bar to registration; (iv) is permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities, commodities, banking, insurance or investment advisory business; (v) is the subject of an effective order of the bureau chief denying, suspending, or revoking registration as a broker-dealer, agent, investment adviser, investment adviser representative, securities offering registrant, or Internet site operator; (vi) is the subject of an order entered within the past five years by any federal or state securities, commodities, banking, insurance or investment advisory administrator or self-regulatory organization denying or revoking a securities, commodities, banking, insurance or investment advisory license or registration under federal or state securities, commodities, banking, insurance or investment advisory law, including, but not limited to registration as a broker-dealer, agent, investment adviser, investment adviser representative or issuer, or the substantial equivalent of those terms as defined in this act, or is the subject of an order of the Securities and Exchange Commission, a self-regulatory organization, the Commodity Futures Trading Commission, an insurance regulator, or a federal or state banking regulator, suspending or expelling him from a national securities or commodities exchange or national securities or commodities association registered under the "Securities Exchange Act of 1934," or the "Commodity Exchange Act," or from engaging in the banking or insurance business, or is the subject of a United States Post Office fraud order; but (A) the bureau chief may not institute a revocation or suspension proceeding under this subparagraph (vi) more than two years from the date of the order relied on and (B) he may not enter an order under this subparagraph (vi) on the basis of an order under another state act unless that order was based on facts which would currently constitute a ground for an order under New Jersey law; (vii) has engaged in dishonest or unethical practices in the securities, commodities, banking, insurance or investment advisory business, as may be defined by rule of the bureau chief; (viii) is insolvent, either in the sense that his liabilities exceed his assets or in the sense that he cannot meet his obligations as they mature; but the bureau chief may not enter an order against a broker-dealer or investment adviser for insolvency without a finding of insolvency as to the broker-dealer or investment adviser; (ix) is not qualified on the basis of such factors as character, training, experience and knowledge of the securities business, except as otherwise provided in subsection (b) of this section; (x) has failed to pass an examination under subsection (f) of section 10 of P.L.1967, c.93 (C.49:3-57) if such an examination has been by rule provided for by the bureau chief; (xi) has failed reasonably to supervise: his agents if he is a broker-dealer or issuer; the agents of a broker dealer or issuer for whom he has supervisory responsibility; or his employees who give investment advice if he is an investment adviser; (xii) has failed to pay the proper fees, as set by rule of the bureau chief. (b) The following provisions govern the application of subparagraph (ix) of paragraph (2) of subsection (a) of this section: (1) The bureau chief may not enter an order against a broker-dealer on the basis of the lack of qualification of any person other than (i) the broker-dealer himself if he is an individual or (ii) an agent of the broker-dealer; (2) The bureau chief may not enter an order against an investment adviser on the basis of the lack of qualification of any person other than (i) the investment adviser himself if he is an individual or (ii) any other person who represents the investment adviser in doing any of the acts which make him an investment adviser; (3) The bureau chief may not enter an order solely on the basis of lack of experience if the applicant or registrant is qualified by training or knowledge or both; (4) The bureau chief shall consider that an agent who will work under the supervision of a registered broker-dealer need not have the same qualifications as a broker-dealer; (5) The bureau chief shall consider that an investment adviser is not necessarily qualified solely on the basis of experience as a broker-dealer or agent. If he finds that an applicant for initial or renewal registration as a broker-dealer is not qualified as an investment adviser, he may by order condition the applicant's registration as a broker-dealer upon his not transacting business in this State as an investment adviser. (c) The bureau chief, for good cause shown, may by order summarily postpone, suspend, revoke or deny any registration pending final determination of any proceeding under this section. Upon entry of the order, the bureau chief shall promptly notify the applicant or registrant, as well as the employer or prospective employer if the applicant or registrant is an agent or an investment adviser representative, that the order has been entered and of the reasons therefor. (1) The bureau chief shall entertain on no less than three days' notice a written application to lift the summary postponement, suspension or revocation on written application of the applicant or registrant and in connection therewith may, but need not, hold a hearing and hear testimony, but shall provide to the applicant or registrant a written statement of the reasons for the summary postponement, suspension or revocation. (2) Upon service of notice of the order issued by the bureau chief, the applicant or registrant shall have up to 15 days to respond to the bureau in the form of a written answer and written request for a hearing. The bureau chief shall, within five days of receiving the answer and a request for a hearing, either transmit the matter to the Office of Administrative Law for a hearing or schedule a hearing at the Bureau of Securities. Orders issued pursuant to this subsection to suspend or revoke any registration shall be subject to an application to vacate upon 10 days' notice, and a preliminary hearing on the order to suspend or revoke any registration shall be held in any event within 20 days after it is requested, and the filing of a motion to vacate the order shall toll the time for filing an answer and written request for a hearing. (3) If an applicant or registrant fails to respond by filing a written answer and request for a hearing with the bureau or moving to vacate an order to suspend or revoke any registration within the 15-day prescribed period, the registrant shall have waived the opportunity to be heard and the order shall remain in effect until modified or vacated. (d) If the bureau chief finds that any registrant or applicant for registration is no longer in existence or has ceased to do business as a broker-dealer, agent, investment adviser, investment adviser representative, or Internet site operator, or is subject to an adjudication of incapacity or to the control of a committee, conservator, or guardian, or cannot be located after reasonable search, the bureau chief may by order summarily revoke or deny the registration or application; (e) Withdrawal from registration as a broker-dealer, agent, investment adviser, investment adviser representative, or Internet site operator becomes effective 30 days after receipt of an application to withdraw or within such other period of time as the bureau chief may determine by rule or order. The bureau chief may nevertheless institute a revocation or suspension proceeding under subparagraph (ii) of paragraph (2) of subsection (a) of this section within two years after withdrawal becomes effective and enter a revocation or suspension order as of the last date on which registration was effective; (f) (Deleted by amendment, P.L.1997, c.276). (g) Every hearing which this act requires to be held shall be held in accordance with the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.). L.1967, c.93, s.11; amended 1997, c.276, s.11; 1997, c.379, s.12; 2015, c.128, s.12.
N.J. Stat. § 49:3-52.1 — NJ Code / Title 49 / Chapter 3 / Section 3-52.1
Prohibitions relative to securities.
Status: in_force

5. (a) Without limiting the general applicability of section 5 of P.L.1967, c.93 (C.49:3-52), a person may not: (1) quote a fictitious price with respect to a security; (2) effect a transaction in a security which involves no change in the beneficial ownership of the security for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; (3) enter an order for the purchase of a security with the knowledge that an order of substantially the same size and at substantially the same time and price for the sale of the security has been, or will be, entered by or for the same, or affiliated, person for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; (4) enter an order for the sale of a security with knowledge that an order of substantially the same size and at substantially the same time and price for the purchase of the security has been, or will be, entered by or for the same, or affiliated, person for the purposes of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; or (5) employ any other deceptive or fraudulent device, scheme, or artifice to manipulate the market in a security. (b) A transaction effected in compliance with, or conduct that does not violate, the applicable provisions of the "Securities Exchange Act of 1934" and the rules and regulations of the Securities and Exchange Commission thereunder is not a violation of subsection (a) of this section. L.1997,c.276,s.5.
N.J. Stat. § 49:2-1 — NJ Code / Title 49 / Chapter 2 / Section 2-1
Obligations of United States; authority to act as selling and issuing agents
Status: in_force

Notwithstanding the provisions of any other law, all individuals, partnerships, associations and corporations organized, operating or doing business under the laws of this State are hereby authorized, upon designation by and qualification with the Secretary of the Treasury of the United States or under his authority, to act as selling and issuing agents for the sale and issue of obligations of the United States, during the period of any emergency proclaimed by the President of the United States and during the period in which a state of war exists between the United States and a foreign nation. L.1942, c. 125, p. 409, s. 1.
N.J. Stat. § 49:5-2 — NJ Code / Title 49 / Chapter 5 / Section 5-2
Definitions
Status: in_force

As used in this act, the following terms shall have the respective meanings hereinafter set forth, unless the context shall otherwise require: a. An "associate" of a person means: (1) Any corporation or other organization of which such person is an officer, director or partner, or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (2) Any person who is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such person; (3) Any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; or (4) The spouse of such person, or any relative of such person or of such spouse who has the same home as such person. (5) Any person acting jointly or in concert with the offeror for the purpose of acquiring, holding, or disposing of, or exercising any voting rights attached to the equity securities of a target company. b. "Bureau" means the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety. c. "Equity security" means: (1) Any stock or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws or governing instrument of the target company or the right to vote for directors or person performing substantially similar functions by operation of law; (2) Any security convertible with or without consideration into stock or a similar security, as described in c.(1) above; (3) Any warrant or right to purchase stock or a similar security, as described in c.(1) above; (4) Any security carrying any warrant or right to purchase stock or similar security, as described in c.(1) above; or (5) Any other security which for the protection of investors is deemed an equity security pursuant to regulation of the bureau chief. d. "Number of shares" means, with respect to any equity security which is not stock or a similar security, the number of shares of stock or a similar security, as described in c.(1) above: (1) Into which such security is convertible; or (2) Which such equity security evidences or carries the right to purchase. e. "Offeror" means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person. The term does not include a financial institution or broker-dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker-dealer, newspaper or magazine of general circulation, consultant, or other person furnishing information, services or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer. f. "Offeree" means a record or beneficial owner of any equity security which an offeror acquires or offers to acquire in connection with a takeover offer. g. "Person" includes an individual, a partnership, a corporation, an unincorporated association or a trust. h. "Shares" means and includes any equity security, however its units are denominated. i. A "securityholder" of a specified person is one who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing. j. A "subsidiary" of a company is any corporation whose outstanding stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, is at the time owned by such company directly or indirectly. k. An "offeror's presently owned shares" is the aggregate number of shares of a target company which are on the date of a takeover bid either beneficially owned or subject to a right of acquisition directly or indirectly, by the offeror and each associate of the offeror. l . (1) A "takeover bid or takeover offer" is an offer made by an offeror directly or through an agent by advertisement or any other written or oral communication to offerees to purchase such number of shares of any class of equity securities of the target company that: (a) Together with the offeror's presently owned shares of that class, will in the aggregate exceed 10% of the outstanding shares of such class; or (b) Together with an offeror's presently owned shares of all classes of equity securities of the target company, will in the aggregate, after giving effect to all conversion and purchase rights held and to be acquired by the offeror, exceed 10% of the number of shares of stock or a similar security of the target company which will be outstanding. (2) A "takeover bid" does not include, with respect to any class of securities of the target company: (a) An isolated offer to purchase shares from individual shareholders not made to shareholders generally; (b) An offer made by an issuer to purchase its own shares or shares of a subsidiary; (c) An offer to purchase shares of a class not registered pursuant to s. 12 of the Securities Exchange Act of 1934; (d) An offer made to not more than 10 persons in this State during any period of 12 consecutive months; or (e) An offer as to which the target company, acting through its board of directors, recommends acceptance to its shareholders, provided that the terms thereof, including any inducements to officers or directors which are not made available to all shareholders, have been furnished to shareholders. (f) An offer effected by or through a broker-dealer in the ordinary course of his business without solicitation of orders to sell equity securities of the target company; (g) An offer, if the acquisition by the offeror, in the instant transaction and in all acquisitions of equity securities of the same class during the preceding 12 months, does not exceed 2% of that class of outstanding equity securities of the target company; (h) An offer to purchase shares of a company whose capital assets do not exceed $5,000,000.00; m. A "target company" is any corporation or other issuer of securities which is either organized under the laws of the state or has its principal place of business or substantial portion of its total assets in this State. A target company does not include: (1) A domestic insurer subject to to the provisions of P.L.1970, c. 22 (C. 17:27A-1 et seq.); or (2) A bank in the possession of the Commissioner of Banking pursuant to the provisions of C. 17:9A-266 et seq.; or (3) A savings and loan association undergoing dissolution and liquidation pursuant to the provisions of C. 17:12B-288 et seq. and C. 17:12B-270. L.1977, c. 76, s. 2, eff. April 27, 1977.
N.J. Stat. § 49:3-76 — NJ Code / Title 49 / Chapter 3 / Section 3-76
Severability of provisions
Status: in_force

If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of the law which can be given effect without the invalid provision or application, and to this end the provisions of this law are severable. L.1967, c. 93, s. 29.
N.J. Stat. § 49:5-3 — NJ Code / Title 49 / Chapter 5 / Section 5-3
Disclosure
Status: in_force

a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has filed with the bureau and has sent by certified mail to the target company at its principal office a statement containing the information required by this section and such takeover bid has been permitted to proceed by the bureau chief in the manner hereinafter prescribed in this act. The material terms of the proposed offer shall be publicly disclosed by the offeror to the leading wire services for the financial press. b. The disclosure statement shall be filed on forms prescribed by the bureau chief, and shall be accompanied by a consent by the offeror to service of process and the filing fee specified in section 11, and shall contain the following information and such additional information as the bureau chief, by regulation prescribes: (1) The identity of and material information concerning the offeror, including: (i) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes therein during the past 3 years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past 3 years; (ii) If the offeror is not a corporation, information concerning the background of the person, including his material business activities and affiliations during the past 3 years, and a description of any material pending legal or administrative proceeding in which that person is a party, as well as any conviction of crimes other than minor traffic violations during the past 10 years; (2) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the target company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all parties; provided, however, that where a source of such consideration is a loan made by a banking institution in such lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests. (3) Audited financial information as to the earnings and financial condition of such offeror for the preceding 5 fiscal years of such offeror or for such lesser period as such offeror and any predecessors thereof shall have been in existence), and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement. (4) Any plans or proposals which such offeror may have to liquidate such target company, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management (with particular emphasis upon the changes that will occur within the State of New Jersey) and full details as to the manner in which the acquisition will be accounted for on the records of the offeror. (5) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly; (6) Information as to any contracts, arrangements, understandings or negotiations with any person with respect to any equity security of the target company, including transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom those contracts, arrangements or understandings have been entered into; (7) Information as to any contracts, arrangements, understandings or negotiations with any person who is an officer, director, administrator, manager, executive employee or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer; and (8) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent the offerees initially disclosing the takeover offer. (9) The number of shares of any security subject to the takeover bid which such offeror proposes to acquire, and the terms of the takeover bid referred to in subsection a., and a statement as to the method by which the fairness of the proposal to the offerees was arrived at. (10) A description of the purchase of any security subject to the takeover bid during the 12 calendar months preceding the filing of the statement, by such offeror, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor. (11) A description of any recommendations to purchase any security subject to the takeover bid made during the 12 calendar months preceding the filing of the statement, by such offeror, or by anyone based upon interviews or at the suggestion of such offeror. (12) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities subject to the takeover bid and (if distributed) of additional soliciting material relating thereto. (13) The terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of securities subject to the takeover bid for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto. (14) Such additional information as the bureau chief may by rule or regulation or order prescribe as necessary or appropriate for the achievement of the functions and objectives described in section 4 of this act. If the person required to file the statement referred to in subsection a. is a partnership, limited partnership, syndicate or other group, the bureau chief may require that the information called for by paragraphs (1) through (14) shall be given with respect to each partner of such partnership or limited partnership, each member of such syndicate or group, and each person who controls such partner or member. If any such partner, member or person is a corporation or the person required to file the statement referred to in subsection a. is a corporation, the bureau chief may require that the information called for by paragraphs (1) through (14) shall be given with respect to such corporation, each officer and director of such corporation, and each person who is directly or indirectly the beneficial owner of more than 10% of the outstanding voting securities of such corporation. If any material change occurs in the facts set forth in the statement filed with the bureau and sent to such target company pursuant to this section, an amendment setting forth such change, shall be filed with the bureau and sent to such target company within 2 business days after the person learns of such change. L.1977, c. 76, s. 3, eff. April 27, 1977.
N.J. Stat. § 49:2B-1 — NJ Code / Title 49 / Chapter 2B / Section 2B-1
Short title
Status: in_force

1. This act shall be known and may be cited as the "Refunding Bond Act of 1985." L.1985,c.74,s.1.
N.J. Stat. § 49:5-4 — NJ Code / Title 49 / Chapter 5 / Section 5-4
Permission to proceed; hearings
Status: in_force

a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that: (1) The financial condition of the offeror is such as to jeopardize the financial stability of the target company, or prejudice the interests of any employees, or securityholders who are unaffiliated with the offeror; (2) The terms of the takeover bid are unfair or inequitable to the securityholders of the target company; (3) The plans and proposals which the offeror has to make any material change in the target company's business or corporate structure or management, are not in the interest of the target company's remaining securityholders, or employees; (4) The competence, experience and integrity of those persons who would control the operation of the target company are such that it would not be in the interest of the target company's remaining securityholders, or employees, to permit the takeover; or (5) The terms of the takeover bid do not comply with the provisions of this act. b. A public hearing shall be held at a time and place fixed by the bureau chief if, within 20 days after the filing of the statement referred to in subsection a of section 3 of this act, he shall determine that such a public hearing is necessary or shall receive from the target company, acting by resolution of its board of directors, a written request for such a public hearing, unless the bureau chief finds that no cause for hearing exists. Written notice of such determination or of the receipt of such request shall be promptly sent to the offeror and the target company by the bureau chief. At least 20 days' notice of the holding of any such public hearing shall be given by the bureau chief to the offeror filing the statement and to the target company. No less than 7 days' notice of such public hearing shall be given by the offeror filing the statement to such other persons as may be designated by the bureau chief. The target company shall give such notice to its securityholders. The bureau chief shall make a determination within 60 days after the conclusion of such hearing. At such hearing, the offeror filing the statement, the target company, and any other person the bureau chief determines has sufficient interest shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is allowed in the Superior Court of this State, or pursuant to such other procedure as may be established by the bureau chief. All discovery proceedings shall be concluded not later than 3 days prior to the commencement of public hearings. L.1977, c. 76, s. 4, eff. April 27, 1977.
N.J. Stat. § 49:3-65 — NJ Code / Title 49 / Chapter 3 / Section 3-65
Handling of filed documents.
Status: in_force

18. (a) A document is filed when it is received in completed form by the bureau; (b) The bureau shall keep a register of all applications for registration and registration statements which are or have ever been effective under this act and all denial, suspension, revocation or other orders which have been entered under this act. The register shall be open for public inspection; (c) The information contained in or filed with any registration statement, application or report may be made available to the public under such rules as the bureau chief prescribes; (d) Upon request, the bureau chief shall furnish to any person photographic or other copies, certified under his seal of office if requested, of any entry in the register or any document in the custody of the bureau chief which is a public record. The bureau chief may establish such reasonable conditions and charges for the obtaining of such copies as will in his judgment be practicable. (e) The provisions of this section are subject to the provisions of P.L.1963, c.73 (C.47:1A-1 et seq.). L.1967,c.93,s.18; amended 1997, c.276, s.21.
N.J. Stat. § 49:2-7 — NJ Code / Title 49 / Chapter 2 / Section 2-7
Powers as supplemental; inconsistent laws
Status: in_force

The powers granted in this act shall be supplemental and additional to any powers conferred by other laws upon public issuers and not in derogation of any powers now existing. To the extent the provisions of this act are inconsistent with any other law, this act shall control. L.1983, c. 243, s. 6, eff. July 1, 1983.
N.J. Stat. § 49:5-6 — NJ Code / Title 49 / Chapter 5 / Section 5-6
Time for filing
Status: in_force

a. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, with the exception of the initial press release by the offeror to the wire services announcing the intention to make a takeover offer, shall be filed with the bureau chief and sent to the target company or offeror, respectively, not later than the time copies of such solicitation or recommendation are first published or sent or given to offerees. b. The materials described in subsection a. of this section shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The bureau chief may by order prohibit the use of any materials deemed false or misleading. L.1977, c. 76, s. 6, eff. April 27, 1977.
N.J. Stat. § 49:3-60 — NJ Code / Title 49 / Chapter 3 / Section 3-60
Offer or sale of securities, lawful; conditions.
Status: in_force

13. It is unlawful for any security to be offered or sold in this State unless: (a) The security or transaction is exempt under section 3 of P.L.1967, c.93 (C.49:3-50); (b) (Deleted by amendment, P.L.1997, c.276.) (c) (Deleted by amendment, P.L. 1985, c. 405.) (d) (Deleted by amendment, P.L.1985, c. 405.) (e) The security is registered under this act; or (f) It is a federal covered security for which a notice filing and fees have been submitted as required by section 14 of this act (C.49:3-60.1). L.1967,c.93,s.13; amended 1985, c.405, s.6; 1997, c.276, s.13.
N.J. Stat. § 49:5-15 — NJ Code / Title 49 / Chapter 5 / Section 5-15
Rights and remedies
Status: in_force

a. Any offeror who purchases an equity security in connection with a takeover offer not in compliance with this act or by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, shall be liable to the person selling the security to him. That person may sue either at law or in equity. As used in this section, "damages" means an amount equal to the market value of the shares acquired by the offeror plus any dividends or interest paid thereon to the offeror or any person holding under him and minus the consideration received for the shares from the offeror. For the purpose of paragraph (2) of subsection b. of this section, market value is the greater of the market value on the date the action is commenced or on the date of tender. For the purpose of subsection e. of this section, market value is measured on the date when the offer to pay damages is made. b. An offeree who is entitled to recover pursuant to subsection a. may bring a civil action: (1) To recover such shares, if the offeror still owns them, together with all dividends or interest received thereon, costs and reasonable attorneys' fees, upon the tender of the consideration received from the offeror; or (2) For the substantial equivalent in damages. c. Every person who directly or indirectly controls a person liable under subsection b., every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly and severally with and to the same extent as such person, unless the person liable hereunder proves that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract among the several persons so liable. d. Any tender specified in this section may be made at any time before entry of judgment. e. If any person liable by reason of subsection a. or c. makes a written offer, before suit is brought, to return the shares taken up pursuant to the takeover bid, together with all dividends or interest received thereon, upon the tender of the consideration received from the offeror, or to pay damages if the offeror no longer owns such shares, an offeree is not entitled to maintain a suit under this section if he has refused or failed to accept such offer within 30 days of its receipt. L.1977, c. 76, s. 15, eff. April 27, 1977.
N.J. Stat. § 49:2B-10 — NJ Code / Title 49 / Chapter 2B / Section 2B-10
Issues as separate series, interest payable
Status: in_force

10. When refunding bonds are issued from time to time, the refunding bonds of each issue shall constitute a separate series to be designated by the issuing officials. Each series of refunding bonds shall bear rates of interest as may be determined by the issuing officials, which interest shall be payable at such times and in such manner as may be determined by the issuing officials. L.1985,c.74,s.10; amended 1992,c.182,s.2.
N.J. Stat. § 49:3-88 — NJ Code / Title 49 / Chapter 3 / Section 3-88
Delay of transaction, disbursement.
Status: in_force

5. a. A broker-dealer or investment adviser may delay a transaction in connection with, or a disbursement from, an account of an eligible adult or an account on which an eligible adult is a beneficiary if: (1) the qualified individual reasonably believes, after initiating an internal review of the requested transaction or disbursement and the suspected financial exploitation, that the requested transaction or disbursement may result in financial exploitation of an eligible adult; and (2) the broker-dealer or investment adviser: (a) immediately, but in no event more than two business days after the date on which the transaction or disbursement was first delayed, provides written notification of the delay and the reason for the delay to all parties authorized to transact business on the account, unless any such party is reasonably believed to have engaged in suspected or attempted financial exploitation of the eligible adult; (b) immediately, but in no event more than two business days after the date on which the transaction or disbursement was first delayed, notifies the bureau and the applicable county adult protective services provider; and (c) continues the internal review of the suspected or attempted financial exploitation of the eligible adult, as necessary, and provides updates to the bureau or the applicable county adult protective services provider upon request, but no later than seven business days after the completion of the review. b. Any delay of a transaction or disbursement as authorized by this section shall expire upon the sooner of: (1) a determination by the broker-dealer or investment adviser that the transaction or disbursement will not result in financial exploitation of the eligible adult; or (2) 15 business days after the date on which the broker-dealer or investment adviser first delayed the transaction or disbursement of the funds, unless either the bureau or the applicable county adult protective services provider requests that the broker-dealer or investment adviser extend the delay, in which case the delay shall expire no more than 25 business days after the date on which the broker-dealer or investment adviser first delayed the transaction or disbursement of the funds, unless otherwise terminated or further extended by either of the agencies or an order of a court of competent jurisdiction. c. A court of competent jurisdiction may enter an order extending the delay of the transaction or disbursement of funds or may order other protective relief based on the petition of the bureau, the applicable county adult protective services provider, the broker-dealer or investment adviser that initiated the delay under this section, or other interested party. d. A broker-dealer or investment adviser who, in good faith and exercising reasonable care, acts in compliance with this section shall be immune from any administrative or civil liability that might otherwise arise from such delay in a transaction or disbursement in accordance with this section. e. Notwithstanding any provision of law to the contrary, the bureau or the applicable county adult services provider may disclose to any notifying broker-dealer or investment adviser reasonable information regarding the general status or final disposition of any investigation that arose from a report made by the qualified person in connection with an extension under this section or reasonable efforts to protect an eligible adult from financial exploitation or other abuse. L.2019, c.340, s.5.
N.J. Stat. § 49:5-9 — NJ Code / Title 49 / Chapter 5 / Section 5-9
Takeover offer
Status: in_force

a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time up to the third day prior to the announced termination date, except as the bureau chief may otherwise prescribe by rule or order for the protection of the offerees. b. If an offeror makes a takeover offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree. c. If an offeror varies the term of a takeover offer before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer. d. No offeror shall make a takeover offer at any time when an administrative or injunctive proceeding has been brought by the bureau chief against the offeror for violation of this chapter that has not been finally determined. e. An offeror may not make a takeover offer involving a target company which is not made to the owners of equity securities of the target company who are residents of this State. L.1977, c. 76, s. 9, eff. April 27, 1977.
N.J. Stat. § 49:3-86 — NJ Code / Title 49 / Chapter 3 / Section 3-86
Notification to bureau, county adult protective services provider.
Status: in_force

3. a. If a qualified individual reasonably believes that financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, the broker-dealer or investment adviser shall promptly notify the bureau and the applicable county adult protective services provider. b. A qualified individual who, in good faith and exercising reasonable care, makes a disclosure in compliance with this section shall be immune from administrative or civil liability that might otherwise arise from such disclosure or for any failure to notify the eligible adult of the disclosure. L.2019, c.340, s.3.
N.J. Stat. § 49:2A-5 — NJ Code / Title 49 / Chapter 2A / Section 2A-5
Annual report.
Status: in_force

5. The Governor shall submit to the Legislature, after January 1, 1988 and on or before January 20, 1988, and after January 1 and on or before January 20 annually thereafter, a written report providing a review of the allocation of the State volume cap during the preceding calendar year and the preliminary allocation anticipated for the current calendar year. If the information concerning the preliminary allocation is not available on each January 20, the Governor shall submit that information to the Legislature as soon as the information is available. The annual report shall include for the year being reviewed and for the current calendar year, as may be applicable: a. A statement of the annual State volume cap; b. An explanation of any formula used or to be used for the allocation among issuers; c. The name of issuers granted any portion of the annual State volume cap, the amount of the State volume cap allocated to each issuer, the amount of bonds issued under the classifications of qualified private activity bonds set forth in section 146 of the Code and tax-credit bonds and tax-subsidy bonds under any other applicable section of the Code, a description of the nature of each bond issuance under the State volume cap and the private business use if any applicable to the bonds, and any elective carryforward and reallocation and the use and purposes thereof; and d. A statement of guidelines, terms and conditions, and procedures established by any department of State Government or issuer promulgated under the authority of section 4 of this act and under the authority of any executive action taken thereunder, and any action concerning the allocation of the State volume cap or any carryforward that is an exception or deviation from the standard guidelines, terms and conditions, and procedures. The Governor shall also submit to the Legislature in writing, as soon as is possible, any modification or revocation of an allocation procedure or formula established pursuant to section 4 of this act. L.1987, c.393, s.5; amended 2009, c.76, s.6.
N.J. Stat. § 49:2B-17 — NJ Code / Title 49 / Chapter 2B / Section 2B-17
Maturities
Status: in_force

17. Each series of refunding bonds shall mature, including any sinking fund redemptions, at those times not later than five years following the latest scheduled maturity date, determined without regard to any redemptions prior thereto, of any of the outstanding bonds to be refunded thereby, but in no event later than 35 years following the date of issuance of the refunding bonds, and in those amounts as the issuing officials shall determine in accordance with the provisions of this act. The issuing officials may reserve to the State by appropriate provision in the refunding bonds of any series the power to redeem all or any of those bonds prior to maturity at prices and upon such terms and conditions as may be provided in those bonds. L.1985,c.74,s.17.
N.J. Stat. § 49:2-2 — NJ Code / Title 49 / Chapter 2 / Section 2-2
Short title
Status: in_force

This act shall be known and may be cited as the "Public Obligation Registration Act." L.1983, c. 243, s. 1, eff. July 1, 1983.
N.J. Stat. § 49:3-52.2 — NJ Code / Title 49 / Chapter 3 / Section 3-52.2
Sales of securities, misleading use of senior-specific certifications.
Status: in_force

1. a. A person who uses a certification or professional designation to indicate or imply that the user has special training in advising or servicing senior citizens or retirees (hereinafter, a "senior-specific certification or professional designation"), in such a way as to mislead any person, in connection with the offer, sale, or purchase of a security, or the provision of advice as to the value of or the advisability of investing in, purchasing, or selling a security, either directly or indirectly or through a publication or a writing, or by issuing or promulgating an analysis or report relating to a security shall have engaged in a dishonest or unethical practice pursuant to subparagraph (vii) of paragraph (2) of subsection (a) of section 11 of P.L.1967, c.93 (C.49:3-58). b. Uses of a senior-specific certification or professional designation that shall be a dishonest or unethical practice pursuant to subsection a. of this section shall include, but shall not be limited to, the use of: (1) a certification or professional designation by a person who has not actually earned or who is otherwise ineligible to use that certification or professional designation; (2) a nonexistent or self-conferred certification or professional designation; (3) a certification or professional designation that indicates or implies a level of occupational qualifications obtained through education, training, or experience that the person using the certification or professional designation does not have; and (4) a certification or professional designation that was obtained from a certifying or designating organization that: (a) is primarily engaged in the business of instruction in sales or marketing; (b) does not have reasonable standards or procedures for assuring the competency of its certificants or designees; (c) does not have reasonable standards or procedures for monitoring and disciplining its certificants or designees for improper or unethical conduct; or (d) does not have reasonable continuing education requirements for its certificants or designees in order to maintain the certificate or designation. c. A rebuttable presumption that a certifying or designating organization is not included as an organization to which paragraph (4) of subsection b. of this section is applicable shall exist, if the organization has been accredited by: (1) the American National Standards Institute; (2) the National Commission for Certifying Agencies; or (3) an organization that is on the United States Department of Education's list entitled "Accrediting Agencies Recognized for Title IV Purposes" and the certification or professional designation issued by the organization does not primarily apply to sales or marketing. d. In determining whether a combination of words, or an acronym standing for a combination of words, constitutes a senior-specific certification or professional designation, factors to be considered shall include: (1) use of one or more words such as "senior," "retirement," "elder," or like words, combined with one or more words such as "certified," "registered," "chartered," "adviser," "specialist," "consultant," "planner," or like words, in the name of the certification or professional designation; and (2) the manner in which those words are combined. e. For purposes of this section, a senior-specific certification or professional designation shall not include a job title within an organization that is licensed or registered by a state or federal financial services regulatory agency, if that job title: (1) indicates seniority or standing within the organization; or (2) specifies an individual's area of specialization within the organization. For purposes of this subsection, "financial services regulatory agency" shall include, but shall not be limited to, an agency that regulates brokers, dealers, investment advisers, or investment companies as defined pursuant to the federal "Investment Advisers Act of 1940" (15 U.S.C. s.80b-1 et seq.) or the federal "Investment Company Act of 1940" (15 U.S.C. s.80a-1 et seq.). f. Nothing in this section shall limit the bureau chief's enforcement authority under the law. L.2010, c.41, s.1.
N.J. Stat. § 49:3-67 — NJ Code / Title 49 / Chapter 3 / Section 3-67
Rules, forms, orders from bureau chief.
Status: in_force

20. (a) The bureau chief may from time to time make, amend and rescind such rules, forms and orders as are reasonably necessary to carry out the provisions of this act, including rules and forms governing applications and reports, and defining any terms, whether or not used in this act, insofar as the definitions are not inconsistent with the provisions of this act. For the purpose of rules and forms, the bureau chief may classify securities, persons and matters within his jurisdiction, and prescribe different requirements for different classes; (b) No rule, form or order may be made, amended or rescinded unless the bureau chief finds that the action is necessary and appropriate (1) in the public interest, or (2) for the protection of investors, or (3) consistent with the purposes fairly intended by the policy and provisions of this act. In prescribing rules and forms the bureau chief may co-operate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of this statute to achieve maximum uniformity in the form and content of applications and reports wherever practicable; (c) The bureau chief may by rule prescribe (1) the form and content of financial statements required under this act; and (2) the circumstances under which consolidated financial statements shall be filed. All financial statements shall be prepared in accordance with generally accepted accounting practices. The form and content of financial statements shall conform, insofar as practicable, to those prescribed by the Securities and Exchange Commission; (d) All rules and forms promulgated by the bureau chief shall be filed as required pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.). Copies of the rules and samples of the forms shall be published in convenient form by the bureau for distribution to interested persons, subject to available appropriations. L.1967,c.93,s.20; amended 1997, c.276, s.24.
N.J. Stat. § 49:2B-8 — NJ Code / Title 49 / Chapter 2B / Section 2B-8
Authentication
Status: in_force

8. Refunding bonds shall be signed in the name of the State by the Governor or by his facsimile signature, under the Great Seal of the State (which seal may be by facsimile or by way of any other form of reproduction on the refunding bonds), and attested by the manual or facsimile signature of the Secretary of State, or an Assistant Secretary of State, shall be countersigned by the facsimile signature of the Comptroller of the Treasury and may be authenticated by an authenticating agent or bond registrar, as the issuing officials shall determine. Interest coupons, if any, attached to the bonds shall be signed by the facsimile signature of the Comptroller of the Treasury. Refunding bonds may be issued notwithstanding that any of the officials signing them or whose facsimile signatures appear on the refunding bonds or coupons shall cease to hold office at the time of that issue or at the time of the delivery of the bonds to the purchaser. L.1985,c.74,s.8.
N.J. Stat. § 49:3-69 — NJ Code / Title 49 / Chapter 3 / Section 3-69
Enforcement actions by bureau chief.
Status: in_force

22. (a) If it appears to the bureau chief that any person has, or directly or indirectly controls another person who has engaged in, is engaging in, or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or order hereunder, or if it appears that it will be against the public interest for any person to issue, sell, offer for sale, purchase, offer to purchase, promote, negotiate, advertise or distribute any securities from or within this State, the bureau chief may take, in addition to any other enforcement actions available under this act and in the bureau chief's discretion, either or both of the following actions: (1) issue a cease and desist order against the persons engaged in the prohibited activities directing them to cease and desist from further illegal activity or doing any acts in furtherance thereof. Upon entry of such an order, the bureau chief shall promptly notify each person subject thereto that it has been entered and of the reasons therefor. In the case of an agent, notice shall also be given to the broker-dealer with which the agent is affiliated as shown on the Central Registration Depository, and in the case of an investment adviser representative, notice shall also be given to the investment adviser with which the investment adviser representative is affiliated as shown on Form ADV, 17 C.F.R. s.279.1, or successor federal registration form; (i) The bureau chief shall entertain on no less than three days' notice an application to lift the summary order on written application of the person subject thereto and in connection therewith may, but need not, hold a hearing and hear testimony, but shall provide to the person subject thereto a written statement of the reasons for the summary order; (ii) Upon service of notice of the order issued by the bureau chief, each person subject thereto shall have up to 15 days to respond to the bureau in the form of a written answer and written request for a hearing. The bureau chief shall, within five days of receiving the answer and request for a hearing, either transmit the matter to the Office of Administrative Law for a hearing or schedule a hearing at the Bureau of Securities. Orders issued pursuant to this section shall be subject to an application to vacate upon 10 days' notice, and in any event a preliminary hearing on the order shall be held within 20 days after it is requested, and the filing of a motion to vacate the order shall toll the time for filing an answer and written request for a hearing; (iii) If any person subject to the order fails to respond by either filing a written answer and written request for a hearing with the bureau or moving to vacate the order within the 15-day prescribed period, that person shall have waived the opportunity to be heard and the order shall remain in effect as to that person until modified or vacated by the bureau chief; or (2) Have an action brought by the Attorney General in the Superior Court on the bureau chief's behalf to enjoin the acts or practices to enforce compliance with this act or any rule or order hereunder. Upon a proper showing, a permanent or temporary injunction, restraining order, or writ of mandamus shall be granted and a receiver or conservator may be appointed for the defendant or the defendant's assets. In addition, upon a proper showing by the bureau chief, the court may enter an order of rescission, restitution or disgorgement or any other order within the court's power, directed to any person who has engaged in any act constituting a violation of any provision of this act or any rule or order hereunder. The court may not require the bureau chief to post a bond. The court may proceed in the action in a summary manner or otherwise; (b) If it appears to the court in the action that such person has engaged in, is engaging in, or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or order hereunder, it may enjoin such person, and any agent, employee, broker, partner, officer, director or stockholder thereof, from continuing such practices or engaging therein or doing any acts in furtherance thereof. The court may also enjoin the issuance, sale, offer for sale, purchase, offer to purchase, promotion, negotiation, advertisement or distribution from or within this State of any securities by such persons, and any agent, employee, broker, partner, officer, director or stockholder thereof, until the court shall otherwise order; (c) If the court grants injunctive relief as provided for in subsection (b) of this section, it may appoint a receiver with power to sue for, collect, receive and take into his possession all the goods and chattels, rights and credits, moneys and effects, lands and tenements, books, records, documents, papers, choses in action, bills, notes and property of every description, derived by means of any practice constituting a violation of this act or any rule or order hereunder, including property with which such property has been mingled, if it cannot be identified in kind because of such commingling, and to sell, convey and assign the same and hold and dispose of the proceeds thereof under the direction of the court for the equal benefit of all who establish an interest therein by reason of the use and employment by the defendant of any practices constituting a violation of this act or any rule or order hereunder. The receiver may retain an attorney with the consent of the Attorney General and the court. The court shall have jurisdiction of all questions arising in such proceedings and may make such orders and judgments therein as justice shall require; (d) If injunctive relief is granted as provided for in subsection (b) of this section against a corporation, partnership, company, association or trust, the court may appoint a receiver and may restrain the corporation, its officers, directors, stockholders, and agents, the partnership, company or association, its officers, members and agents, and the trust, its grantors, trustees, officers, cestuis que trustent and agents, from exercising any of its privileges or franchises, and in the case of a trust from executing the trust, and in all cases from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its estate, moneys, funds, lands, tenements or effects except to the receiver appointed by the court until the court shall otherwise order. Upon the appointment of the receiver, all the real and personal property of the corporation, partnership, company, association or trust, and its franchises, rights, privileges and effects shall forthwith vest in him and the corporation, partnership, company, association or trust shall be divested of the title thereto. The receiver shall settle the estate and distribute the assets, and have all the powers and duties conferred upon receivers by the provisions of Title 14A of the New Jersey Statutes, Corporations, General, so far as the provisions thereof are applicable. L.1967,c.93,s.22; amended 1985, c.405, s.12; 1997, c.276, s.27.
N.J. Stat. § 49:3-71 — NJ Code / Title 49 / Chapter 3 / Section 3-71
Action for deceit; liability.
Status: in_force

24. (a) Any person who (1) Offers, sells or purchases a security in violation of subsection (b) of section 8, subsection (a) of section 9 or section 13 of P.L.1967, c.93 (C.49:3-55, 49:3-56, or 49:3-60), or (2) Offers, sells or purchases a security by means of any untrue statement of material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading (the buyer not knowing of the untruth or omission), or (3) offers, sells or purchases a security by employing any device, scheme, or artifice to defraud, or (4) offers, sells or purchases a security by engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any person, or (5) engages in the business of advising others, for compensation, either directly or through publications or writings, as to the value of securities, or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities (i) in willful violation of this act or of any rule or order promulgated pursuant to this act, or (ii) employs any device, scheme or artifice to defraud the other person or engages in any act, practice or course of business or conduct which operates or would operate as a fraud or deceit on the other person, is liable as set forth in subsection (c) of this section; (b) (1) If any claim is brought for violation of paragraph (2), (3), (4) or (5) of subsection (a) of this section, the person who bought the security or received the investment advice shall sustain the burden of proof that the seller or giver of investment advice knew of the untruth or omission and intended to deceive the buyer or recipient of investment advice and that the buyer or recipient of investment advice has suffered a financial detriment; (2) If any claim is brought for violation of paragraph (2), (3), (4) or (5) of subsection (a) of this section involving a purchase of securities by others or investment advice as to the selling of securities, the person who sold the security or who received the investment advice to sell the security shall sustain the burden of proof that that person suffered a net loss with respect to that sale or investment advice taking into account all transactions by that person in the same security or any security convertible into that security within one year before or after the sale or advice which is the basis of the claim; (c) Any person who offered, sold or purchased a security or engaged in the business of giving investment advice to a person in violation of paragraph (1), (2), (3), (4) or (5) of subsection (a) of this section is liable to that person, who may bring an action either at law or in equity to recover the consideration paid for the security or the investment advice and any loss due to the advice, together with interest set at the rate established for interest on judgments for the same period by the Rules Governing the Courts of the State of New Jersey from the date of payment of the consideration for the investment advice or security, and costs, less the amount of any income received on the security, upon the tender of the security and any income received from the investment advice or on the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon a tender less the value of the security when the buyer disposed of it and interest at the rate established for interest on judgments for the same period by the Rules Governing the Courts of the State of New Jersey from the date of disposition; (d) Every person who directly or indirectly controls a seller liable under subsection (a) of this section, every partner, officer, or director of such a seller, or investment adviser, every person occupying a similar status or performing similar functions, every employee of such a seller or investment adviser who materially aids in the sale or in the conduct giving rise to the liability, and every broker-dealer, investment adviser, investment adviser representative or agent who materially aids in the sale or conduct are also liable jointly and severally with and to the same extent as the seller or investment adviser, unless the nonseller who is so liable sustains the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts under paragraphs (1) through (5) of subsection (a) of this section which give rise to liability. There is contribution as in cases of contract among the several persons so liable; (e) Any tender specified in this section may be made at any time before entry of judgment; (f) Every cause of action under this act survives the death of any person who might have been a plaintiff or defendant; (g) No person may bring an action under this section more than two years after the contract of sale or the rendering of the investment advice, or more than two years after the time when the person aggrieved knew or should have known of the existence of his cause of action, whichever is later. No person may bring an action under this section (1) if the buyer received a written offer, before suit and at a time when he owned the security, to refund the consideration paid, together with interest at the rate established for interest on judgments for the same period by the Rules Governing the Courts of the State of New Jersey at the time the offer was made, from the date of payment, less the amount of any income received on the security, and he failed to accept the offer within 30 days of its receipt, or (2) if the buyer received such an offer before suit and at a time when he did not own the security, unless he rejected the offer in writing within 30 days of its receipt; (h) No person who has made or engaged in the performance of any contract in violation of any provision of this act or any rule or order hereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract; (i) Any condition, stipulation or provision binding any person acquiring any security or receiving investment advice to waive compliance with any provision of this act or any rule or order hereunder is void; (j) The rights and remedies provided by this act are in addition to any other rights or remedies that may exist at law or in equity, but this act does not create any cause of action not specified in this section or subsection (e) of section 10 of P.L.1967, c.93 (C.49:3-57). L.1967,c.93,s.24; amended 1985, c.405, s.14; 1997, c.3; 1997, c.276, s.30.
N.J. Stat. § 49:3-78 — NJ Code / Title 49 / Chapter 3 / Section 3-78
Agreements relative to exempted transaction.
Status: in_force

2. For any exempted transaction which meets the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer shall execute an escrow agreement with a bank, savings bank, savings and loan association, or credit union, which institution has a place of business in New Jersey, that provides that investor funds obtained pursuant to the provisions of P.L.2015, c.128 (C.49:3-77 et al.) will be deposited in that institution, and shall further provide that all offering proceeds will be released to the issuer only when the aggregate capital raised from all investors pursuant to P.L.2015, c.128 (C.49:3-77 et al.) is equal to or greater than the minimum offering amount specified in the issuer's business plan as necessary to implement the business plan. The agreement shall also provide that all investor funds will be returned within 60 days to investors if that minimum offering amount is not raised by the time stated in the disclosures required to be set forth pursuant to P.L.2015, c.128 (C.49:3-77 et al.). L.2015, c.128, s.2.
N.J. Stat. § 49:3-61 — NJ Code / Title 49 / Chapter 3 / Section 3-61
Registration of security by qualification.
Status: in_force

14. (a) Subject to the provisions of this section and section 15 of P.L.1967, c.93 (C.49:3-62) any security may be registered by qualification. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents: (1) the information specified in subsection (c) of section 15 of P.L.1967, c.93 (C.49:3-62); (2) the consent to service of process required by subsection (a) of section 26 of P.L.1967, c.93 (C.49:3-73); (3) with respect to the issuer and any significant subsidiary; its name, address, and form of organization; the State or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged; (4) with respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: his name, address, and principal occupation for the past five years; the amount of securities of the issuer held by him as of a specified date within 30 days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected; (5) with respect to persons covered by paragraph (4) of this subsection; the remuneration paid during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries, and affiliates) to all those persons in the aggregate; (6) with respect to any person owning of record, or beneficially if known, 10% or more of the outstanding shares of any class of equity security of the issuer: the information specified in paragraph (4) of this subsection other than his occupation; (7) with respect to every promoter if the issuer was organized within the past three years: the information specified in paragraph (4) of this subsection, any amount paid to him within the period or intended to be paid to him, and the consideration for any such payment; (8) with respect to any person on whose behalf any part of the offering is to be made in a nonissuer transaction: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected; and a statement of his reasons for making the offering; (9) the capitalization and long-term debt (on both a current and a pro forma basis) of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration (whether in the form of cash, physical assets, services, patents, goodwill, or anything else) for which the issuer or any subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities; (10) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any portion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees (including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering) or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of every underwriter and every recipient of a finder's fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined, and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter; (11) the estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons who have received commissions in connection with the acquisition, and the amounts of any such commissions and any other expense in connection with the acquisition (including the cost of borrowing money to finance the acquisition); (12) a description of any stock options or other security options outstanding, or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in paragraph (4), (6), (7), (8), or (10) of this subsection and by any person who holds or will hold 10% or more in the aggregate of any such options; (13) the dates of, parties to, and general effect concisely stated of, every management or other contract of material importance made or to be made otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past two years, together with a copy of every such contract; and a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets (including any such litigation or proceeding known to be contemplated by governmental authorities); (14) a copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering; (15) a specimen or copy of the security being registered; a copy of the issuer's articles of incorporation and bylaws, or their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered; (16) a signed or conformed copy of an opinion of counsel as to the legality of the security being registered (with an English translation if it is in a foreign language), which shall state whether the security when sold will be legally issued, fully paid, and nonassessable, and, if a debt security, a binding obligation of the issuer; (17) the written consent of any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by him, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement; (18) a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement, accompanied by a declaration that there has been no substantial change in the financial position of the issuer since the date of such statement; a profit and loss statement and analysis of surplus for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant; and (19) such additional information as the bureau chief requires by rule or order. (c) Registration by qualification shall become effective when the bureau chief so orders. (d) The bureau chief may by rule or order require as a condition of registration by qualification that a prospectus containing any designated part of the information specified in subsection (b) of this section be sent or given to each person to whom an offer is made before or concurrently with (1) the first written offer made to him (otherwise than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution, (2) the confirmation of any sale made by or for the account of any such person, (3) payment pursuant to any such sale, or (4) delivery of the security pursuant to any such sale, whichever first occurs. (e) The bureau chief may by rule or order require as a condition of registration by qualification (1) that any security issued within the past three years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) that the proceeds from the sale of the registered security in this State be deposited in escrow until the issuer receives a specified amount from the sale of the security either in this State or elsewhere. The bureau chief may by rule or order determine the conditions of any escrow required hereunder, but he may not reject a depository solely because of location in another state. (f) The bureau chief may by rule or order require as a condition of registration that any security registered by qualification be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the bureau chief or preserved for any period up to three years specified in the rule or order. L.1967,c.93,s.14; amended 1997, c.276, s.15.