Okla. Stat. tit. 71, § 71-1-602 — OK Code / Title 71 / Section 71-1-602
Investigations and subpoenas
Status: in_force

A. The Administrator may:

1. Conduct public or private investigations within or outside

of this state which the Administrator considers necessary or

appropriate to determine whether a person has violated, is

violating, or is about to violate this act or a rule adopted or

order issued under this act, or to aid in the enforcement of this

act or in the adoption of rules and forms under this act;

2. Require or permit a person to testify, file a statement, or

produce a record, under oath or otherwise as the Administrator

determines, as to all the facts and circumstances concerning a

Oklahoma Statutes - Title 71. Securities Page 73

matter to be investigated or about which an action or proceeding is

to be instituted; and

3. Publish a record concerning an action, proceeding, or an

investigation under, or a violation of, this act or a rule adopted

or order issued under this act if the Administrator determines it is

necessary or appropriate in the public interest and for the

protection of investors.

B. For the purpose of an investigation or proceeding under this

act, the Administrator or its designated officer may administer

oaths and affirmations, subpoena witnesses, seek compulsion of

attendance, take evidence, require the filing of statements, and

require the production of any records that the Administrator

considers relevant or material to the investigation or proceeding.

C. If a person does not appear or refuses to testify, file a

statement, produce records, or otherwise does not obey a subpoena as

required by the Administrator under this act, the Administrator may

apply to the district court of Oklahoma County or the district court

in any other county where service can be obtained or a court of

another state to enforce compliance. The court may:

1. Hold the person in contempt;

2. Order the person to appear before the Administrator or an

officer designated by the Administrator;

3. Order the person to testify about the matter under

investigation or in question;

4. Order the production of records;

5. Grant injunctive relief, including restricting or

prohibiting the offer or sale of securities or the providing of

investment advice;

6. Impose a civil penalty up to a maximum of Five Thousand

Dollars ($5,000.00) for a single violation or Two Hundred Fifty

Thousand Dollars ($250,000.00) for multiple violations in a single

proceeding or a series of related proceedings; and

7. Grant any other necessary or appropriate relief.

D. This section does not preclude a person from applying to the

district court of Oklahoma County or a court of another state for

relief from a request to appear, testify, file a statement, produce

records, or obey a subpoena.

E. An individual is not excused from attending, testifying,

filing a statement, producing a record or other evidence, or obeying

a subpoena of the Administrator or a designated officer under this

act or in an action or proceeding instituted by the Administrator

under this act on the ground that the required testimony, statement,

record, or other evidence, directly or indirectly, may tend to

incriminate the individual or subject the individual to a criminal

fine, penalty, or forfeiture. If the individual refuses to testify,

file a statement, or produce a record or other evidence on the basis

of the individual's privilege against self-incrimination, the

Oklahoma Statutes - Title 71. Securities Page 74

Administrator may apply to the district court of Oklahoma County to

compel the testimony, the filing of the statement, the production of

the record, or the giving of other evidence. The testimony, record,

or other evidence compelled under such an order may not be used,

directly or indirectly, against the individual in a criminal case,

except in a prosecution for perjury or contempt or otherwise failing

to comply with the order.

F. At the request of a law enforcement or another governmental

or regulatory agency or a self-regulatory organization, the

Administrator may provide assistance if the requesting entity states

that it is conducting an investigation to determine whether a person

has violated, is violating, or is about to violate a law or rule of

the other state or foreign jurisdiction relating to securities

matters that the requesting entity administers or enforces. The

Administrator may provide the assistance by using the authority to

investigate and the powers conferred by this section as the

Administrator determines is necessary or appropriate. The

assistance may be provided without regard to whether the conduct

described in the request would also constitute a violation of this

act or other law of this state if occurring in this state. In

deciding whether to provide the assistance, the Administrator may

consider whether the requesting entity is permitted and has agreed

to provide assistance reciprocally within its state, federal or

foreign jurisdiction to the Administrator on securities matters when

requested; whether compliance with the request would violate or

prejudice the public policy of this state; and the availability of

resources and employees of the Administrator to carry out the

request for assistance.
Okla. Stat. tit. 71, § 71-460 — OK Code / Title 71 / Section 71-460
Violations - Penalty - Evidence
Status: in_force

A. Any person who violates, and a controlling person of an

offeror or target company who knowingly violates, any provision of

this act or any rule thereunder, or any order of the Administrator

of which this person has notice, shall be guilty of a Class D1

felony offense and may be fined not more than Twenty-five Thousand

Dollars ($25,000.00), or imprisoned as provided for in subsections B

through F of Section 20N of Title 21 of the Oklahoma Statutes, or

both. Each of the acts specified shall constitute a separate

offense and a prosecution or conviction for any one of such offenses

shall not bar prosecution or conviction for any other offense. No

indictment or information may be returned under this act more than

two (2) years after the alleged violation.

B. The Administrator may refer such evidence as is available

concerning violations of this act or of any rule or order hereunder

to the Attorney General or the district attorney for the appropriate

county who may, with or without any reference, institute the

appropriate criminal proceedings under this act. If referred to a

district attorney, he shall, within ninety (90) days, file with the

Administrator a statement concerning any action taken or, if no

action is taken, the reasons therefor.

C. Nothing in this act limits the power of the state to punish

any person for any conduct which constitutes a crime under any other

statute.

D. All shares acquired from an Oklahoma resident in violation

of any provision of this act or any rule thereunder, or any order of

the Administrator of which the person has notice, shall be denied

voting rights for one (1) year after acquisition, the shares shall

be nontransferable on the books of the target company for one (1)

year after acquisition and the target company shall, during this

one-year period, have the option to call the shares for redemption

either at the price at which the shares were acquired or at book

value per share as of the last day of the fiscal quarter ended prior

to the date of the call for redemption. Such a redemption shall

Oklahoma Statutes - Title 71. Securities Page 132

occur on the date set in the call notice, but not later than sixty

(60) days after the call notice is given.
Okla. Stat. tit. 71, § 71-656 — OK Code / Title 71 / Section 71-656
Power and duties of Administrator
Status: in_force

A. The Administrator may:

1. Make such public or private investigations within or without

this state as he deems necessary to determine whether any person has

violated or is about to violate this Code or any rule or order

issued hereunder, or to aid in the enforcement of this Code or in

the prescribing of rules and forms hereunder;

2. Require or permit any person to file a statement in writing,

under oath or otherwise as the Administrator determines, as to all

of the facts and circumstances concerning the matter being

investigated;

3. Publish information concerning any violation of this Code or

any rule or order issued hereunder or concerning subdivided lands,

or practices in the disposition thereof, which appear or tend to be

unfair, inequitable or fraudulent; and

4. Hold hearings upon reasonable notice in respect of any

matter arising out of the administration of this Code.

B. For the purpose of any investigation, hearing or proceeding

under this Code, the Administrator 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 Administrator deems relevant or

material to the inquiry.

C. In case of contumacy by or refusal to obey a subpoena issued

to any person, the district court of Oklahoma County or the district

court in any other county where service can be obtained on one or

more of the defendants, upon application by the Administrator, may

issue to the person an order requiring him to appear before the

Administrator, or the officer designated by him, there to produce

documentary evidence if so ordered or to give evidence touching the

Oklahoma Statutes - Title 71. Securities Page 152

matter under investigation or in question. Failure to obey the order

of the court may be punished by the court as a contempt of court.

D. No person is excused from attending and testifying or from

producing any document or record before the Administrator, or in

obedience to the subpoena of the Administrator or any officer

designated by him, or in any proceeding instituted by the

Administrator, on the ground that the testimony or evidence required

of him may tend to incriminate him or subject him to a penalty or

forfeiture; but no individual may be prosecuted or subjected to any

penalty or forfeiture for or on account of any transaction, matter

or thing concerning which he is compelled, after claiming his

privilege against self-incrimination, to testify or produce

evidence, except that the individual testifying is not exempt from

prosecution and punishment for perjury or contempt committed in

testifying.
Okla. Stat. tit. 71, § 71-653 — OK Code / Title 71 / Section 71-653
Advertising
Status: in_force

A. It is unlawful and deemed a Class D3 felony offense for any

person, in connection with the offer or disposition of subdivided

land, to publish, circulate or use any advertising concerning the

subdivided land which contains:

1. Any untrue statement, omission or pictorial representation

of a material fact which under the circumstances makes the

statement, omission or pictorial representation misleading; or

2. Any statement which differs materially from the information

contained in a registration application or public offering

statement.

B. All advertising except advertising relating to subdivided

land or transactions exempt pursuant to Sections 622 and 623 shall

be filed with the Administrator not later than ten (10) days prior

to its use and shall not be used until a copy thereof has been

approved for use by the Administrator, except advertising which the

Administrator exempts by rule or order. Any advertising filed with

the Administrator pursuant to this section shall be accompanied by

the filing fee specified in Section 652 of this title.
Okla. Stat. tit. 71, § 71-1-307 — OK Code / Title 71 / Section 71-1-307
Waiver or modification
Status: in_force

The Administrator may waive or modify, in whole or in part, any

or all of the requirements of Sections 1-302, 1-303, and subsection

B of Section 1-304 of this title or the requirement of any

information or record in a registration statement or in a periodic

report filed pursuant to subsection I of Section 1-305 of this

title.
Okla. Stat. tit. 71, § 71-452 — OK Code / Title 71 / Section 71-452
Definitions
Status: in_force

As used in this act:

1. "Administrator" means the Administrator of the Department of

Securities;

2. "Affiliate" of a person means any person controlling,

controlled by or under common control with such person;

3. "Associate" of a person means any person acting jointly or

in concert with such person for the purpose of acquiring, holding or

disposing of, or exercising any voting rights attached to the equity

securities of an issuer;

4. "Equity security" means:

a. any stock or similar security,

b. any security convertible, with or without

consideration, into such a security,

c. carrying any warrant or right to subscribe to or

purchase such a security,

d. any such warrant or right, or

e. any other security which the Administrator shall deem

to be of similar nature and consider necessary or

appropriate, by such rules as he may prescribe in the

public interest and for the protection of investors,

to treat as an equity security;

5. "Offeror" means a person who makes or in any way

participates in making a take-over offer. Offeror does not include

any bank or broker-dealer loaning funds to an offeror in the

ordinary course of its business, or any bank, broker-dealer,

attorney, accountant, consultant, employee, or other person

furnishing information or advice to or performing ministerial duties

for an offeror, and not otherwise participating in the take-over

offer;

6. "Offeree" means the beneficial owner, residing in Oklahoma,

of equity securities which an offeror offers to acquire in

connection with a take-over offer;

7. "Take-over offer" means the offer to acquire any equity

securities of a target company from a resident of this state

pursuant to a tender offer or request or invitation for tenders, if

the offeror discloses its intention that after the acquisition of

all securities acquired pursuant to the offer either (1) the offeror

would be directly or indirectly a beneficial owner of more than ten

percent (10%) of any class of the outstanding equity securities of

the target company or (2) the beneficial ownership by the offeror of

any class of the outstanding equity securities of the target company

would be increased by more than five percent (5%). Clause (2) does

not apply if the offeror discloses its intentions that after the

acquisition of all securities acquired pursuant to the offer the

offeror would not be directly or indirectly a beneficial owner of

Oklahoma Statutes - Title 71. Securities Page 124

more than ten percent (10%) of any class of the outstanding equity

securities of the target company. Take-over offer does not include:

a. an offer to exchange the securities of one issuer for

the securities of another issuer, if the offer is

registered or exempted from registration under the

Oklahoma Securities Act, Section 1 et seq. of Title 71

of the Oklahoma Statutes,

b. an offer in connection with the acquisition of a

security which, together with all other acquisitions

by the offeror of securities of the same class of

equity securities of the issuer, would not result in

the offeror having acquired more than two percent (2%)

of this class during the preceding twelve-month

period,

c. an offer by the issuer to acquire its own equity

securities, or

d. an offer in which the target company is an insurance

company subject to regulation by the Insurance

Commission of this state, a financial institution

regulated by the Oklahoma Commissioner of Banking or a

public service utility subject to regulation by the

Corporation Commission of this state;

8. "Target company" means an issuer of publicly traded equity

securities of which at least twenty percent (20%) of its equity

securities are beneficially held by residents of this state and

which has substantial assets in this state. For the purpose of this

paragraph, an equity security is publicly traded if a trading market

exists for the security at the time the offeror makes a take-over

offer for the security. A trading market exists if the security is

traded on a national securities exchange or on the over-the-counter

market; and

9. "Beneficial owner" includes, but is not limited to, any

person who directly or indirectly through any contract, arrangement,

understanding, relationship or otherwise has or shares the power to

vote or direct the voting of a security and/or the power to dispose

of, or direct the disposition of, the security. "Beneficial

ownership" includes, but is not limited to, the right, exercisable

within sixty (60) days, to acquire securities through the exercise

of options, warrants or rights or the conversion of convertible

securities, or otherwise. The securities subject to these options,

warrants, rights or conversion privileges held by a person shall be

deemed to be outstanding for the purpose of computing the percentage

of outstanding securities of the class owned by this person, but

shall not be deemed to be outstanding for the purpose of computing

the percentage of the class owned by any other person. A person

shall be deemed the beneficial owner of securities beneficially

owned by:

Oklahoma Statutes - Title 71. Securities Page 125

a. any relative or spouse or relative of the spouse

residing in the home of this person,

b. any trust or estate in which this person owns ten

percent (10%) or more of the total beneficial interest

or serves as trustee or executor,

c. any corporation or entity in which this person owns

ten percent (10%) or more of the equity, or

d. any affiliate or associate of this person.
Okla. Stat. tit. 71, § 71-809 — OK Code / Title 71 / Section 71-809
Contracts or agreements required - Contents
Status: in_force

A. It is unlawful and shall be deemed a Class C2 felony offense

for any person to offer or sell any business opportunity, as defined

in Section 802 of this title, unless the business opportunity

contract or agreement is in writing and a copy of the contract or

agreement is given to the purchaser at the time the purchaser signs

the contract or agreement.

B. Contracts or agreements shall set forth in at least ten-

point type the following:

1. The terms and conditions of any and all payments due to the

seller;

2. The seller's principal business address and the name and

address of the seller's agent in this state authorized to receive

service of process;

3. The business form of the seller, whether corporate,

partnership or otherwise;

4. The delivery date or, when the contract provides for a

periodic delivery of items to the purchaser, the approximate

delivery date of the product, equipment or supplies the seller is to

deliver to the purchaser to enable the purchaser to start his or her

business; and

5. Whether the product, equipment or supplies are to be

delivered to the purchaser's home or business address or are to be

placed or caused to be placed by the seller at locations owned or

managed by persons other than the purchaser.
Okla. Stat. tit. 71, § 71-623 — OK Code / Title 71 / Section 71-623
Additional exemptions
Status: in_force

The following transactions are exempt from Section 621 of this

Code:

1. Offer or disposition of subdivided lands located within the

State of Oklahoma;

2. Offer or disposition by a purchaser of subdivided lands for

his own account in a single or isolated transaction;

3. Offer or disposition of subdivided lands if not more than

ten lots are offered in any period of twelve (12) consecutive

months;

4. Offer or disposition of lots to persons who are engaged in

the business of construction of buildings for resale, or to persons

who acquire an interest in subdivided lands for the purpose of

engaging, and do engage in, the business of construction of

buildings for resale;

5. Offer or disposition pursuant to an order of a court of

competent jurisdiction;

6. Offer or disposition of lots, each of which will be sold for

less than One Hundred Dollars ($100.00), including closing costs,

provided that the purchaser will not be required to purchase more

than one lot;

7. Such leases of lots which the Administrator by rule or order

exempts which are for periods not in excess of five (5) years,

provided the terms of the lease do not obligate the lessee to renew;

Oklahoma Statutes - Title 71. Securities Page 137

8. Offer or disposition of subdivided lands if each lot within

the subdivision exceeds ten (10) acres in size;

9. Sales of securities issued by a real estate investment

trust; and

10. Any other transaction as to which the Administrator by rule

or order finds that registration is not necessary or appropriate for

the protection of purchasers.
Okla. Stat. tit. 71, § 71-1-406 — OK Code / Title 71 / Section 71-1-406
Registration application - Time of becoming effective
Status: in_force

A. A person shall register as a broker-dealer, agent,

investment adviser, or investment adviser representative by filing

an application that contains:

1. The information required for the filing of a uniform

application, a consent to service of process complying with Section

1-611 of this title, the fee specified in Section 1-612 of this

title and any reasonable fees charged by the designee of the

Administrator for processing the filing; and

2. Upon request by the Administrator, any other financial or

other information that the Administrator determines is appropriate.

B. If the information contained in an application that is filed

under subsection A of this section is or becomes inaccurate or

incomplete in any material respect, the registrant shall promptly

file a correcting amendment.

C. If an order is not in effect and a proceeding is not pending

under Section 1-411 of this title, registration becomes effective at

noon on the 45th day after a completed application is filed unless

the registration is denied. A rule adopted or order issued under

this act may set an earlier effective date or may defer the

effective date until noon on the 45th day after the filing of any

amendment completing the application.

Oklahoma Statutes - Title 71. Securities Page 50

D. A registration is effective until midnight on December 31 of

the year for which the application for registration is filed.

Unless an order is in effect under Section 1-411 of this title, a

registration may be automatically renewed each year by filing such

records as are required by rule adopted or order issued under this

act, by paying the fee specified in Section 1-612 of this title, and

by paying costs charged by the designee of the Administrator for

processing the filings.

E. A rule adopted or order issued under this act may impose

such other conditions not inconsistent with the National Securities

Markets Improvement Act of 1996. An order issued under this act may

waive, in whole or in part, specific requirements in connection with

registration as are in the public interest and for the protection of

investors.
Okla. Stat. tit. 71, § 71-660 — OK Code / Title 71 / Section 71-660
Summary prohibition of offers or dispositions
Status: in_force

If the Administrator has reason to believe that any offer or

disposition of subdivided land required to be registered under this

Code is or would be fraudulent to purchasers, the Administrator may

by order summarily prohibit further offers or dispositions in this

state of such land until it is registered under this Code. If the

Administrator has reason to believe that any subdivided land is

being offered or disposed of in this state by any person in

violation of this Code or any rule or order hereunder, he or she may

by order summarily prohibit such person from further offers or

dispositions in this state of such subdivided lands until the person

is licensed as required under this Code.
Okla. Stat. tit. 71, § 71-1-404 — OK Code / Title 71 / Section 71-1-404
Investment adviser representative registration
Status: in_force

requirement and exemptions.

A. It is unlawful and shall be deemed a Class C2 felony offense

for an individual to transact business in this state as an

investment adviser representative unless the individual is

registered under this act as an investment adviser representative or

is exempt from registration as an investment adviser representative

under subsection B of this section.

B. The following individuals are exempt from the registration

requirement of subsection A of this section:

1. An individual who is employed by or associated with an

investment adviser that is exempt from registration under subsection

B of Section 1-403 of this title unless the individual has a place

of business in this state or is not a "supervised person" as that

term is defined in Section 202(a)(25) of the Investment Advisers Act

of 1940 (15 U.S.C. Section 80b-2(a)(25)); and

2. Any other individual exempted by rule adopted or order

issued under this act.

C. The registration of an investment adviser representative is

not effective while the investment adviser representative is not

employed by or associated with an investment adviser registered

under this act or a federal covered investment adviser that has made

or is required to make a notice filing under Section 1-405 of this

title.

D. An individual may transact business as an investment adviser

representative for more than one investment adviser or federal

covered investment adviser at a time unless a rule adopted or order

issued under this act prohibits or limits an individual from acting

as an investment adviser representative for more than one investment

adviser or federal covered investment adviser.

Oklahoma Statutes - Title 71. Securities Page 48

E. It is unlawful and shall be deemed a Class C2 felony offense

for an individual acting as an investment adviser representative,

directly or indirectly, to conduct business in this state on behalf

of an investment adviser or a federal covered investment adviser if

the registration of the individual as an investment adviser

representative is suspended or revoked; or the individual is barred

from employment or association with an investment adviser or a

federal covered investment adviser by an order under this act, the

Securities and Exchange Commission, or a self-regulatory

organization; or the individual is subject to an order of a court of

competent jurisdiction temporarily, preliminarily or permanently

enjoining such individual from conducting business in this state on

behalf of an investment adviser or a federal covered investment

adviser. Upon request from a federal covered investment adviser and

for good cause, the Administrator, by order issued, may waive, in

whole or in part, the application of the requirements of this

subsection to the federal covered investment adviser.

F. An investment adviser registered under this act, a federal

covered investment adviser that has filed a notice under Section 1-

405 of this title, or a broker-dealer registered under this act is

not required to employ or associate with an individual as an

investment adviser representative for the referral of investment

advisory clients so long as any compensation paid by such persons

for such referral is paid to an investment adviser registered under

this act, a federal covered investment adviser who has filed a

notice under Section 1-405 of this title, or a broker-dealer

registered under this act with which the individual is employed or

associated as an investment adviser representative.
Okla. Stat. tit. 71, § 71-911 — OK Code / Title 71 / Section 71-911
Terms, conditions and form for registration
Status: in_force

A. A registering entity offering to accept registrations in

beneficiary form may establish the terms and conditions under which

it will receive requests for registrations in beneficiary form, and

for implementation of registrations in beneficiary form, including

requests for cancellation of previously registered TOD beneficiary

designations and requests for reregistration to effect a change of

beneficiary. The terms and conditions so established may provide

for, but need not be limited to, the following:

1. Proving death;

Oklahoma Statutes - Title 71. Securities Page 193

2. Avoiding or resolving problems created by the divorce or

death of a beneficiary in compliance with Section 178 of Title 15 of

the Oklahoma Statutes;

3. Avoiding or resolving any problems concerning fractional

shares;

4. Designating primary and contingent beneficiaries; and

5. Substituting a named beneficiary's descendants to take in

the place of the named beneficiary in the event of the beneficiary's

death.

B. Substitution may be indicated by appending to the name of

the primary beneficiary the letters "LDPS", standing for "lineal

descendants per stirpes". This designation substitutes a deceased

beneficiary's descendants who survive the owner for a beneficiary

who fails to so survive, the descendants to be identified and to

share in accordance with the law of the beneficiary's domicile at

the owner's death governing inheritance by descendants of an

intestate.

C. Other forms of identifying beneficiaries who are to take on

one or more contingencies, and rules for providing proofs and

assurances needed to satisfy reasonable concerns by registering

entities regarding conditions and identities relevant to accurate

implementation of registrations in beneficiary form, may be

contained in a registering entity's terms and conditions.

D. The following are illustrations of registrations in

beneficiary form which a registering entity may authorize:

1. Sole owner-sole beneficiary: John S Brown TOD (or POD) John

S Brown Jr.

2. Multiple owners-sole beneficiary: John S Brown Mary B Brown

JT TEN TOD John S Brown Jr.

3. Multiple owners-primary and secondary (substituted)

beneficiaries: John S Brown Mary B Brown JT TEN TOD John S Brown Jr

SUB BENE Peter Q Brown or John S Brown Mary B Brown JT TEN TOD John

S Brown Jr LDPS.
Okla. Stat. tit. 71, § 71-816 — OK Code / Title 71 / Section 71-816
Rules, forms and orders - Making, amending and rescinding
Status: in_force

A. The Administrator may make, amend and rescind rules, forms

and orders as are necessary to carry out the provisions of the

Oklahoma Business Opportunity Sales Act including rules and forms

governing disclosure documents, applications and reports, and

defining any terms, whether or not used in the Oklahoma Business

Opportunity Sales Act insofar as the definitions are not

inconsistent with the provisions of the act. For the purpose of

rules and forms, the Administrator may classify business

opportunities, persons and matters within his or her jurisdiction,

and prescribe different requirements for different classes.

B. No rule, form or order may be made, amended or rescinded

unless the Administrator finds that the action is necessary or

appropriate in the public interest or for the protection of the

purchaser. In prescribing rules and forms the Administrator may

cooperate with the administrators of other jurisdictions with a view

to effectuating the policy of the Oklahoma Business Opportunity

Oklahoma Statutes - Title 71. Securities Page 180

Sales Act to achieve maximum uniformity in the form and content of

disclosure statements, applications, and reports whenever

practicable.

C. No provision of the Oklahoma Business Opportunity Sales Act

imposing any liability applies to any act done or omitted in good

faith in conformity with any rule, form or order of the

Administrator, notwithstanding that the rule, form or order may

later be amended or rescinded or be determined by judicial or other

authority to be invalid for any reason.