Okla. Stat. tit. 71, § 71-1-501 — OK Code / Title 71 / Section 71-1-501
General fraud
Status: in_force

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

a person, in connection with the offer, sale, or purchase of a

security, directly or indirectly:

1. To employ a device, scheme, or artifice to defraud;

2. To make an untrue statement of a material fact or to omit to

state a material fact necessary in order to make the statement made,

in the light of the circumstances under which it is made, not

misleading; or

3. To engage in an act, practice, or course of business that

operates or would operate as a fraud or deceit upon another person.
Okla. Stat. tit. 71, § 71-1-411 — OK Code / Title 71 / Section 71-1-411
Denial, revocation, suspension, withdrawal, restriction,
Status: in_force

condition, or limitation of registration.

A. If the Administrator finds that the order is in the public

interest and subsection D of this section authorizes the action, an

order issued under this act may deny an application, or may

condition or limit registration:

1. Of an applicant to be a broker-dealer, agent, investment

adviser, or investment adviser representative; and

2. If the applicant is a broker-dealer or investment adviser,

any partner, officer, or director, any person having a similar

status or performing similar functions, or any person directly or

indirectly controlling the broker-dealer or investment adviser.

B. If the Administrator finds that the order issued is in the

public interest and subsection D of this section authorizes the

action an order issued under this act may revoke, suspend,

condition, or limit the registration of a registrant and if the

registrant is a broker-dealer or investment adviser, any partner,

officer, or director, any person having a similar status or

Oklahoma Statutes - Title 71. Securities Page 55

performing similar functions, or any person directly or indirectly

controlling the broker-dealer or investment adviser. However, the

Administrator:

1. May not institute a revocation or suspension proceeding

under this subsection based on an order issued by another state that

is reported to the Administrator or designee later than one (1) year

after the date of the order on which it is based; and

2. Under subparagraphs a and b of paragraph 5 of subsection D

of this section may not issue an order on the basis of an order

under the state securities act of another state unless the other

order was based on conduct for which subsection D of this section

would authorize the action had the conduct occurred in this state.

C. If the Administrator finds that the order is in the public

interest and paragraphs 1 through 6, 8, 9, 10, 12 or 13 of

subsection D of this section authorizes the action, an order under

this act may censure, impose a bar, impose a civil penalty in an

amount not to exceed 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 on a registrant, and/or

recover the costs of the investigation from a registrant and if the

registrant is a broker-dealer or investment adviser, from any

partner, officer, or director, any person having a similar function

or any person directly or indirectly controlling the broker-dealer

or investment adviser.

D. A person may be disciplined under subsections A through C of

this section if the person:

1. Has filed an application for registration in this state

under this act within the previous ten (10) years, which, as of the

effective date of registration or as of any date after filing in the

case of an order denying effectiveness, was incomplete in any

material respect or contained a statement that, in light of the

circumstances under which it was made, was false or misleading with

respect to a material fact;

2. Has willfully violated or willfully failed to comply with

this act or a rule adopted or order issued under this act within the

previous ten (10) years;

3. Has been convicted of any felony or within the previous ten

(10) years has been convicted of a misdemeanor involving a security,

a commodity futures or option contract, or an aspect of a business

involving securities, commodities, investments, franchises,

insurance, banking, or finance;

4. Is enjoined or restrained by a court of competent

jurisdiction in an action instituted by the Administrator under this

act, a state, the Securities and Exchange Commission, or the United

States from engaging in or continuing an act, practice, or course of

business involving an aspect of a business involving securities,

Oklahoma Statutes - Title 71. Securities Page 56

commodities, investments, franchises, insurance, banking, or

finance;

5. Is the subject of an order, issued after notice and

opportunity for hearing by:

a. the securities, depository institution, insurance or

other financial services regulator of a state, or by

the Securities and Exchange Commission or other

federal agency denying, revoking, barring, or

suspending registration as a broker-dealer, agent,

investment adviser, federal covered investment

adviser, or investment adviser representative,

b. the securities regulator of a state or by the

Securities and Exchange Commission against a broker-

dealer, agent, investment adviser, investment adviser

representative, or federal covered investment adviser,

c. the Securities and Exchange Commission or by a self-

regulatory organization suspending, barring, canceling

or expelling the registrant from membership in a self-

regulatory organization,

d. a court adjudicating a United States Postal Service

fraud,

e. the insurance regulator of a state denying,

suspending, or revoking the registration of an

insurance agent, or

f. a depository institution regulator suspending or

barring a person from the banking or depository

institution business;

6. Is the subject of an adjudication or determination, after

notice and opportunity for hearing, by the Securities and Exchange

Commission, the Commodity Futures Trading Commission, the Federal

Trade Commission, a federal depository institution regulator, or a

depository institution, insurance, or other financial services

regulator of a state that the person willfully violated the

Securities Act of 1933, the Securities Exchange Act of 1934, the

Investment Advisers Act of 1940, the Investment Company Act of 1940,

or the Commodity Exchange Act, the securities or commodities law of

a state, or a federal or state law under which a business involving

investments, franchises, insurance, banking, or finance is

regulated;

7. Is insolvent, either because the person's liabilities exceed

the person's assets or because the person cannot meet the person's

obligations as they mature, but the Administrator may not enter an

order against an applicant or registrant under this paragraph

without a finding of insolvency as to the applicant or registrant;

8. Refuses to allow or otherwise impedes the Administrator from

conducting an audit or inspection under subsection D of Section 1-

410 of this title or refuses access to any registrant's office to

Oklahoma Statutes - Title 71. Securities Page 57

conduct an audit or inspection under subsection D of Section 1-410

of this title;

9. Has failed to reasonably supervise an agent, investment

adviser representative, or other individual, if the agent,

investment adviser representative, or other individual was subject

to the person's supervision and committed a violation of this act or

a rule adopted or order issued under this act within the previous

ten (10) years;

10. Has not paid the proper filing fee within thirty (30) days

after having been notified by the Administrator of a deficiency, but

the Administrator shall vacate an order under this paragraph when

the deficiency is corrected;

11. After notice and opportunity for a hearing, has been found

within the previous ten (10) years:

a. by a court of competent jurisdiction to have willfully

violated the laws of a foreign jurisdiction under

which the business of securities, commodities,

investment, franchises, insurance, banking or finance

is regulated,

b. to have been the subject of an order of a securities

regulator of a foreign jurisdiction denying, revoking,

or suspending the right to engage in the business of

securities as a broker-dealer, agent, investment

adviser, investment adviser representative or similar

person, or

c. to have been suspended or expelled from membership by

or participation in a securities exchange or

securities association operating under the securities

laws of a foreign jurisdiction;

12. Is the subject of a cease and desist order issued by the

Securities and Exchange Commission or issued under the securities,

commodities, investment, franchise, banking, finance or insurance

laws of a state;

13. Has engaged in dishonest or unethical practices in the

securities, commodities, investment, franchise, banking, finance or

insurance business within the previous ten (10) years; or

14. Is not qualified on the basis of factors such as training,

experience, and knowledge of the securities business. However, in

the case of an application by an agent for a broker-dealer that is a

member of a self-regulatory organization or by an individual for

registration as an investment adviser representative, a denial order

may not be based on this paragraph if the individual has

successfully completed all examinations required by subsection E of

this section. The Administrator may require an applicant for

registration under Section 1-402 or 1-404 of this title who has not

been registered in a state within the two (2) years preceding the

Oklahoma Statutes - Title 71. Securities Page 58

filing of an application in this state to successfully complete an

examination.

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

that an examination, including an examination developed or approved

by an organization of securities regulators, be successfully

completed by a class of individuals or all individuals. An order

issued under this act may waive, in whole or in part, an examination

as to an individual and a rule adopted under this act may waive, in

whole or in part, an examination as to a class of individuals if the

Administrator determines that the examination is not necessary or

appropriate in the public interest and for the protection of

investors.

F. The Administrator may summarily postpone an application or

summarily suspend a registration before final determination of an

administrative proceeding. Upon the issuance of the order, the

Administrator shall promptly notify each person subject to the order

that the order has been issued, the reasons for the action, and that

within fifteen (15) days after the receipt of a request in a record

from the person the matter will be scheduled for a hearing and such

hearing shall be commenced within fifteen (15) days of the matter

being set for hearing. If a hearing is not requested and none is

ordered by the Administrator, within thirty (30) days after the date

of service of the order, the order becomes final by operation of

law. If a hearing is requested or ordered, the Administrator, after

notice of and opportunity for hearing to each person subject to the

order, may modify or vacate the order or extend the order until

final determination.

G. An order may not be issued under this section, except under

subsection F of this section, without:

1. Appropriate notice to the applicant or registrant;

2. Opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act. If the person to

whom the notice is addressed does not request a hearing within

thirty (30) days after the date of service of the notice, a final

order as provided in subsection A, B or C of this section may be

issued.

H. A person who controls, directly or indirectly, a person not

in compliance with this section may be disciplined by order of the

Administrator under subsections A through C of this section to the

same extent as the noncomplying person, unless the controlling

person did not know, and in the exercise of reasonable care could

not have known, of the existence of conduct that is the basis for

discipline under this section.

I. The Administrator may not institute a proceeding under

subsection A, B or C of this section based solely on material facts

actually known by the Administrator unless an investigation or the

Oklahoma Statutes - Title 71. Securities Page 59

proceeding is instituted within one (1) year after the Administrator

actually knew the material facts.
Okla. Stat. tit. 71, § 71-1-202 — OK Code / Title 71 / Section 71-1-202
Exempt transactions
Status: in_force

The following transactions are exempt from the requirements of

Sections 1-301 and 1-504 of this title:

1. An isolated nonissuer transaction, whether or not effected

by or through a broker-dealer;

2. A nonissuer transaction by or through a broker-dealer

registered, or exempt from registration under the Oklahoma Uniform

Securities Act of 2004, and a resale transaction by a sponsor of a

unit investment trust registered under the Investment Company Act of

1940, in a security of a class that has been outstanding in the

hands of the public for at least ninety (90) days, if, at the date

of the transaction:

a. the issuer of the security is engaged in business, the

issuer is not in the organizational stage or in

bankruptcy or receivership, and the issuer is not a

blank check, blind pool, or shell company that has no

specific business plan or purpose or has indicated

that its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person,

b. the security is sold at a price reasonably related to

its current market price,

c. the security does not constitute the whole or part of

an unsold allotment to, or a subscription or

participation by, the broker-dealer as an underwriter

of the security or a redistribution, and

d. a nationally recognized securities manual or its

electronic equivalent designated by rule adopted or

order issued under this act or a record filed with the

Securities and Exchange Commission that is publicly

available contains:

(1) a description of the business and operations of

the issuer,

(2) the names of the issuer's executive officers and

the names of the issuer's directors, if any,

(3) an audited balance sheet of the issuer as of a

date within eighteen (18) months before the date

of the transaction or, in the case of a

reorganization or merger when the parties to the

Oklahoma Statutes - Title 71. Securities Page 18

reorganization or merger each had an audited

balance sheet, a pro forma balance sheet for the

combined organization, and

(4) an audited income statement for each of the

issuer's two (2) immediately previous fiscal

years or for the period of existence of the

issuer, whichever is shorter, or, in the case of

a reorganization or merger when each party to the

reorganization or merger had audited income

statements, a pro forma income statement, or

e. the issuer of the security has a class of equity

securities listed on a national securities exchange

registered under the Securities Exchange Act of 1934

or designated for trading on the National Association

of Securities Dealers Automated Quotation System,

unless the issuer of the security is a unit investment

trust registered under the Investment Company Act of

1940; or the issuer of the security, including its

predecessors, has been engaged in continuous business

for at least three (3) years; or the issuer of the

security has total assets of at least Two Million

Dollars ($2,000,000.00) based on an audited balance

sheet as of a date within eighteen (18) months before

the date of the transaction or, in the case of a

reorganization or merger when the parties to the

reorganization or merger each had the audited balance

sheet, a pro forma balance sheet for the combined

organization;

3. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under this act in a security

of a foreign issuer that is a margin security defined in regulations

or rules adopted by the Board of Governors of the Federal Reserve

System;

4. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in an outstanding security if the guarantor

of the security files reports with the Securities and Exchange

Commission under the reporting requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));

5. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in a security that:

a. is rated at the time of the transaction by a

nationally recognized statistical rating organization

in one of its four highest rating categories, or

b. has a fixed maturity or a fixed interest or dividend,

if:

Oklahoma Statutes - Title 71. Securities Page 19

(1) a default has not occurred during the current

fiscal year or within the three (3) previous

fiscal years or during the existence of the

issuer and any predecessor if less than three (3)

fiscal years, in the payment of principal,

interest, or dividends on the security, and

(2) the issuer is engaged in business, is not in the

organizational stage or in bankruptcy or

receivership, and is not and has not been within

the previous twelve (12) months a blank check,

blind pool, or shell company that has no specific

business plan or purpose or has indicated that

its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person;

6. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 effecting an unsolicited order or offer to

purchase;

7. A nonissuer transaction executed by a bona fide pledgee

without the purpose of evading the Oklahoma Uniform Securities Act

of 2004;

8. A nonissuer transaction by a federal covered investment

adviser with investments under management in excess of One Hundred

Million Dollars ($100,000,000.00) acting in the exercise of

discretionary authority in a signed record for the account of

others;

9. A transaction in a security, whether or not the security or

transaction is otherwise exempt, in exchange for one or more bona

fide outstanding securities, claims, or property interests, or

partly in such exchange and partly for cash, if the terms and

conditions of the issuance and exchange or the delivery and exchange

and the fairness of the terms and conditions have been approved by

the Administrator after a hearing;

10. A transaction between the issuer or other person on whose

behalf the offering is made and an underwriter, or among

underwriters;

11. A transaction in a note, bond, debenture, or other evidence

of indebtedness secured by a mortgage or other security agreement

if:

a. the note, bond, debenture, or other evidence of

indebtedness is offered and sold with the mortgage or

other security agreement as a unit,

b. a general solicitation or general advertisement of the

transaction is not made, and

c. a commission or other remuneration is not paid or

given, directly or indirectly, to a person not

Oklahoma Statutes - Title 71. Securities Page 20

registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent;

12. A transaction by an executor, administrator of an estate,

sheriff, marshal, receiver, trustee in bankruptcy, guardian, or

conservator;

13. A sale or offer to sell to:

a. an institutional investor,

b. a federal covered investment adviser, or

c. any other person exempted by rule adopted or order

issued under the Oklahoma Uniform Securities Act of

2004;

14. A sale or an offer to sell securities by an issuer, if the

transaction is part of a single issue in which:

a. not more than twenty-five purchasers during any twelve

(12) consecutive months, other than those designated

in paragraph 13 of this section,

b. a general solicitation or general advertising is not

made in connection with the offer to sell or sale of

the securities,

c. a commission or other remuneration is not paid or

given, directly or indirectly, to a person other than

a broker-dealer registered under the Oklahoma Uniform

Securities Act of 2004 or an agent registered under

the Oklahoma Uniform Securities Act of 2004 for

soliciting a prospective purchaser in this state, and

d. the issuer reasonably believes that all the purchasers

in this state, other than those designated in

paragraph 13 of this section, are purchasing for

investment;

15. A transaction under an offer to existing security holders

of the issuer, including persons that at the date of the transaction

are holders of convertible securities, options, or warrants, if:

a. no commission or other remuneration, other than a

standby commission, is paid or given, directly or

indirectly, for soliciting a security holder in this

state, or

b. the issuer first files a notice specifying the terms

of the offer and the Administrator, by order, does not

disallow the exemption within the next ten (10) full

business days;

16. A sale from or in this state to not more than thirty-two

persons of a unit consisting of interests in oil, gas or mining

titles or leases or any certificate of interest or participation, or

conveyance in any form of an interest therein, or in payments out of

production pursuant to such titles or leases, whether or not offered

in conjunction with, or as an incident to, an operating agreement or

other contract to drill oil or gas wells or otherwise exploit the

Oklahoma Statutes - Title 71. Securities Page 21

minerals on the particular leases, whether or not the seller or any

buyers are then present in this state, if:

a. the seller reasonably believes that all buyers are

purchasing for investment,

b. no commission is paid or given directly or indirectly

for the solicitation of any such sale excluding any

commission paid or given by and between parties each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals,

c. no public advertising or public solicitation is used

in any such solicitation or sale, and

d. sales are effected only to persons the seller has

reasonable cause to believe are capable of evaluating

the risk of the prospective investment and able to

bear the economic risk of the investment; but the

Administrator, by rule or order, as to any specific

transaction, may withdraw or further condition this

exemption or decrease the number of sales permitted or

waive the conditions in subparagraphs a, b and c of

this paragraph, with or without substitution of a

limitation on remuneration.

For purposes of this subsection, no units of the issuer shall be

integrated; however, this exemption cannot be combined or used in

conjunction with any other transactional exemption.

17. An offer to sell, but not a sale, of a security not exempt

from registration under the Securities Act of 1933 if:

a. a registration or offering statement or similar record

as required under the Securities Act of 1933 has been

filed, but is not effective, or the offer is made in

compliance with Rule 165 adopted under the Securities

Act of 1933 (17 C.F.R. 230.165), and

b. no stop order of which the offeror is aware has been

issued against the offeror by the Administrator or the

Securities and Exchange Commission, and an audit,

inspection, or proceeding that is public and that may

culminate in a stop order is not known by the offeror

to be pending;

18. An offer to sell, but not a sale, of a security exempt from

registration under the Securities Act of 1933 if:

a. a registration statement has been filed under this

act, but is not effective,

b. a solicitation of interest is provided in a record to

offerees in compliance with a rule adopted by the

Administrator under the Oklahoma Uniform Securities

Act of 2004, and

c. a stop order of which the offeror is aware has not

been issued by the Administrator under the Oklahoma

Oklahoma Statutes - Title 71. Securities Page 22

Uniform Securities Act of 2004 and an audit,

inspection, or proceeding that may culminate in a stop

order is not known by the offeror to be pending;

19. A transaction involving the distribution of the securities

of an issuer to the security holders of another person in connection

with a merger, consolidation, exchange of securities, sale of

assets, or other reorganization to which the issuer, or its parent

or subsidiary and the other person, or its parent or subsidiary, are

parties if:

a. the securities to be distributed are registered under

the Securities Act of 1933 before the vote by security

holders on the transaction, or

b. the securities to be distributed are not required to

be registered under the Securities Act of 1933,

written notice of the transaction and a copy of the

materials, if any, by which approval of the

transaction will be solicited from such security

holders is given to the Administrator at least ten

(10) full business days before the vote by security

holders on the transaction and the Administrator does

not commence a proceeding to deny the exemption within

the next ten (10) full business days; however, such

notice shall not be required if the sole purpose of

the transaction is to change an issuer's domicile

solely within the United States;

20. A rescission offer, sale, or purchase under Section 1-510

of this title;

21. An offer or sale of a security through a broker-dealer

registered under the Oklahoma Uniform Securities Act of 2004 to a

person not a resident of this state and not present in this state if

the offer or sale does not constitute a violation of the laws of the

state or foreign jurisdiction in which the offeree or purchaser is

present and is not part of an unlawful plan or scheme to evade the

Oklahoma Uniform Securities Act of 2004;

22. Employees' stock purchase, savings, option, profit-sharing,

pension, or similar employees' benefit plan, including any

securities, plan interests, and guarantees issued under a

compensatory benefit plan or compensation contract, contained in a

record, established by the issuer, its parents, its majority-owned

subsidiaries, or the majority-owned subsidiaries of the issuer's

parent for the participation of their employees including offers or

sales of such securities to:

a. directors; general partners; trustees, if the issuer

is a business trust; officers; consultants; and

advisors,

b. family members who acquire such securities from those

persons through gifts or domestic relations orders,

Oklahoma Statutes - Title 71. Securities Page 23

c. former employees, directors, general partners,

trustees, and officers if those individuals were

employed by or providing services to the issuer when

the securities were offered, and

d. insurance agents who are exclusive insurance agents of

the issuer, or the issuer's subsidiaries or parents,

or who derive more than fifty percent (50%) of their

annual income from those organizations;

23. A transaction involving:

a. a stock dividend or equivalent equity distribution,

whether the corporation or other business organization

distributing the dividend or equivalent equity

distribution is the issuer or not, if nothing of value

is given by stockholders or other equity holders for

the dividend or equivalent equity distribution other

than the surrender of a right to a cash or property

dividend if each stockholder or other equity holder

may elect to take the dividend or equivalent equity

distribution in cash, property, or stock,

b. an 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, or

c. the solicitation of tenders of securities by an

offeror in a tender offer in compliance with Rule 162

adopted under the Securities Act of 1933 (17 C.F.R.

230.162);

24. A nonissuer transaction in an outstanding security by or

through a broker-dealer registered or exempt from registration under

this act, if the issuer is a reporting issuer in a foreign

jurisdiction designated by this paragraph or by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004; has

been subject to continuous reporting requirements in the foreign

jurisdiction for not less than one hundred eighty (180) days before

the transaction; and the security is listed on the foreign

jurisdiction's securities exchange that has been designated by this

paragraph or by rule adopted or order issued under the Oklahoma

Uniform Securities Act of 2004, or is a security of the same issuer

that is of senior or substantially equal rank to the listed security

or is a warrant or right to purchase or subscribe to any of the

foregoing. For purposes of this paragraph, Canada, together with

its provinces and territories, is a designated foreign jurisdiction

and The Toronto Stock Exchange, Inc., is a designated securities

exchange. After an administrative hearing in compliance with the

Administrative Procedures Act, the Administrator, by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004, may

Oklahoma Statutes - Title 71. Securities Page 24

revoke the designation of a securities exchange under this

paragraph, if the Administrator finds that revocation is necessary

or appropriate in the public interest and for the protection of

investors; or

25. A sale or offer to sell a security by an issuer if:

a. the issuer is a corporation or other business entity

residing in and doing business in this state and the

transaction meets the requirements of the federal

exemption for intrastate offerings in Section 3(a)(11)

of the Securities Act of 1933, 15 U.S.C. 77c(a)(11)

and Rule 147A adopted under the Securities Act of 1933

(17 C.F.R. 230.147A) and as such the securities shall

be sold only to persons who are residents of this

state at the time of purchase,

b. the sum of all cash and other consideration to be

received for the sale of securities in reliance on

this exemption shall be limited to Five Million

Dollars ($5,000,000.00),

c. the aggregate value of securities sold under this

exemption by an issuer to any one person does not

exceed Five Thousand Dollars ($5,000.00) unless the

purchaser is an accredited investor as that term is

defined by Rule 501 of Regulation D of the Securities

Act of 1933 (17 C.F.R. 230.501),

d. a commission or other renumeration is not paid or

given, directly or indirectly, to a person not

registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent,

e. the issuer reasonably believes that all purchasers are

purchasing for investment and not for sale in

connection with a distribution of the security,

f. the issuer distributes to prospective purchasers a

disclosure document containing the information set

forth by rule adopted under the Oklahoma Uniform

Securities Act of 2004,

g. the issuer, at least ten (10) business days prior to a

sale, files a notice of exemption with the Department

accompanied by the disclosure document required by

paragraph f of this subsection, and the filing fee set

forth in the Oklahoma Uniform Securities Act of 2004,

pursuant to Section 1-612 of Title 71 of the Oklahoma

Statutes,

h. the issuer files with the Department, for as long as

the offering is continuing, quarterly and fiscal year-

end reports containing any changes to information that

has become inaccurate or incomplete in any material

Oklahoma Statutes - Title 71. Securities Page 25

respect including, but not limited to, the most recent

financial statements, and

i. the issuer holds funds received from sales made in

reliance on this exemption in an escrow account

established in a bank or depository institution

authorized to do business in this state and subject to

regulation under the laws of the United States or

under the laws of this state until the aggregate funds

raised from all purchases is equal to or greater than

the minimum target offering amount specified in the

disclosure document. All funds shall be used in

accordance with the representations made by the issuer

in the disclosure document required by subparagraph f

of this paragraph.

Notwithstanding the foregoing provisions of this subsection, an

issuer shall be prohibited from offering securities under this

subsection if the issuer or any of its principals or control

persons:

(1) within the last five (5) years has filed a

registration statement that is the subject of a

currently effective registration stop order

entered by any state securities administrator or

the Securities and Exchange Commission,

(2) within the last five (5) years has been convicted

of any criminal offense in connection with the

offer, purchase, or sale of any security or

involving fraud or deceit,

(3) is currently subject to any state or federal

administrative enforcement order or judgment

entered within the last five (5) years finding

fraud or deceit in connection with the purchase

or sale of any security, or

(4) is currently subject to any order, judgment or

decree of any court of competent jurisdiction

entered within the last five (5) years

temporarily, preliminarily or permanently

restraining or enjoining such party from engaging

in or continuing to engage in any conduct or

practice involving fraud or deceit in connection

with the purchase or sale of any security.

Nothing in this subsection prohibits the use of general

solicitation or general advertising in connection with the exemption

under this subsection.

As to a particular offering, the Administrator may by rule or

order withdraw or further condition the exemption under this

subsection.

Oklahoma Statutes - Title 71. Securities Page 26
Okla. Stat. tit. 71, § 71-1-601 — OK Code / Title 71 / Section 71-1-601
Administration — Creation of Oklahoma Securities
Status: in_force

Commission and Department of Securities.

A. The Administrator shall administer the Oklahoma Uniform

Securities Act of 2004.

B. There are hereby created the Oklahoma Securities Commission

and the Department of Securities. The Commission shall be the

policy making and governing authority of the Department, shall

appoint the Administrator and shall be responsible for the

enforcement of the Oklahoma Uniform Securities Act of 2004.

C. 1. The Commission shall consist of five (5) members,

including the State Banking Commissioner who shall serve as an ex

officio voting member. Four (4) members shall be appointed by the

Governor by and with the advice and consent of the Senate. One

member will be a member of the Oklahoma Bar Association appointed

from a list of five nominees submitted by the Oklahoma Bar

Association; one member shall be an active officer of a bank or

trust company operating in the State of Oklahoma appointed from a

list of five nominees submitted by the Oklahoma Bankers Association;

and one member shall be a certified public accountant appointed from

a list of five nominees submitted by the Oklahoma Society of

Certified Public Accountants; and one member shall be a resident of

this state actively engaged in the securities industry with the

qualifications set forth in paragraph 3 of this subsection.

2. Except for appointment of the member engaged in the

securities industry as provided for in subsection C of this section,

no person may be appointed to or by the Commission while such person

is registered as a broker-dealer, agent, investment adviser, or

investment adviser representative under the Oklahoma Uniform

Securities Act of 2004, or while he or she is an officer, director,

Oklahoma Statutes - Title 71. Securities Page 68

or partner of any person so registered, or while he or she is an

officer, director, or partner of an issuer which has a registration

statement effective under the Oklahoma Uniform Securities Act of

2004, or while he or she is occupying a similar status or performing

similar functions.

3. The member appointed as a representative of the securities

industry shall:

a. be currently registered as an agent, investment

adviser, or investment adviser representative under

the requirements of this title,

b. have at least ten (10) years of experience in the

industry immediately preceding appointment, and

c. have not been subject to a regulatory action requiring

disclosure on the uniform applications for

registration for agents, investment advisers, or

investment adviser representatives.

The member may be removed from office by the Governor when the

member has ceased to be qualified based on subparagraph a or c of

this paragraph.

4. It is unlawful for any member of the Commission, the

Administrator, or any other officer or employee of the Department to

use for personal benefit any information which is filed with or

obtained by the Administrator and which is not made public. No

provision of the Oklahoma Uniform Securities Act of 2004 authorizes

any member of the Commission, the Administrator or any other officer

or employee of the Department to disclose any such information

except among themselves or when necessary or appropriate in a

proceeding or investigation under the Oklahoma Uniform Securities

Act of 2004 or in connection with a proceeding or investigation

conducted by any state, federal or foreign law enforcement agency,

securities agency or self-regulatory organization. No provision of

the Oklahoma Uniform Securities Act of 2004 either creates or

derogates from any privilege which exists at common law or otherwise

when documentary or other evidence is sought under a subpoena

directed to any member of the Commission, the Administrator or any

other officer or employee of the Department.

5. Except on proof of corruption, no Commissioner shall for his

or her acts or failure to act be civilly liable to any investor,

applicant for registration, or any other person.

D. The Governor shall biennially appoint Commission members to

serve for a staggered term of six (6) years. Upon the expiration of

initial terms, the term of each member shall be six (6) years from

the date of his or her appointment and qualification, and until his

or her successor shall qualify. Vacancies shall be filled by the

Governor for the unexpired term. Members shall be eligible for

reappointment.

Oklahoma Statutes - Title 71. Securities Page 69

E. The Commission shall select a chair and is hereby authorized

to adopt rules for conducting its proceedings. Any three members

shall constitute a quorum for transacting Commission business. The

Commission shall meet bimonthly on such date as it may designate and

may meet at such other times as it may deem necessary, or when

called by the chair or by any two members. Complete minutes of each

meeting shall be kept and filed in the Department and shall be

available for public inspection during reasonable office hours. The

Commission shall report annually to the Governor, to the Speaker of

the House of Representatives and to the President Pro Tempore of the

Senate. The report shall contain the minutes of each meeting held

during the year, legislative recommendations, a summary of

violations of the Oklahoma Uniform Securities Act of 2004 and action

taken thereon, a list of securities registered under the Oklahoma

Uniform Securities Act of 2004 and such other data and information

as may be deemed necessary or appropriate. The Commission is hereby

authorized to publish such report, and the Administrator may sell

copies of such report at such price as is reasonably sufficient to

defray the expenses of the Department in preparing, publishing, and

disseminating the same. Each member of the Commission shall have

unrestricted access to all offices and records under the

jurisdiction of the Department. The Commission, or a majority

thereof, may exercise any power or perform any act authorized for

the Administrator under the provisions of the Oklahoma Uniform

Securities Act of 2004.

F. The Commission shall appoint a full-time Administrator, who

shall serve at the pleasure of the Commission. The Administrator

shall administer the Oklahoma Uniform Securities Act of 2004 under

the supervision of the Commission and in accordance with its

policies.

G. The Administrator shall be a person of good moral character,

at least thirty (30) years of age, a resident taxpayer of Oklahoma,

and thoroughly familiar with corporate organization, investment

banking, investment trusts, the sale of securities, and the

statistical details of the manufacturing industries and commerce of

this state. In addition, the Administrator shall:

1. Be a graduate of an accredited law school and a member of

the Oklahoma Bar Association, or shall have had ten (10) years’

experience as a certified public accountant; and

2. Have at least three (3) years’ work experience involving

some aspect of the securities industry. The Commission may also

require additional qualifications. The salary of the Administrator

shall be fixed by the Commission.

H. The Administrator, with the approval of the Commission, may

designate a Deputy Securities Administrator, who shall possess the

same qualifications, including bond, required for the Administrator

and who shall perform all the duties required to be performed by the

Oklahoma Statutes - Title 71. Securities Page 70

Administrator when the Administrator is absent or unable to act for

any reason.

I. Before assuming office, the Administrator shall give a bond

in the sum of Fifty Thousand Dollars ($50,000.00) payable to the

State of Oklahoma, to be approved by the Attorney General of the

State of Oklahoma, conditioned that he or she will faithfully

execute the duties of the office. The Administrator may by rule or

order require any employee of the Department to be bonded on the

same condition and in the same or such lesser amount as he or she

determines. The expense of all such bonds shall be paid from funds

available to the Department.

J. 1. The internal administrative organization of the

Department shall be determined by the Commission in such manner as

to promote the efficient and effective enforcement of the Oklahoma

Uniform Securities Act of 2004. The Department shall include, but

not be limited to, divisions relating to:

a. registration of broker-dealers, agents, investment

advisers, and investment adviser representatives,

b. registration of securities,

c. investigation and enforcement, and

d. investor education.

2. Within the division of investor education, the Department

may provide the following services at the discretion of the

Administrator:

a. informing investors of all rights and remedies

available under this act,

b. informing investors of the availability of private

dispute resolution, including arbitration and

mediation, as an alternative to other courses of

action,

c. acting as a liaison between investors and the other

divisions of the Department, and

d. acting as a liaison between investors and issuers of

securities, broker-dealers or investment advisers

subject to the jurisdiction of the Department under

this act.

Nothing in this subsection shall authorize any employee of the

Department to represent the interests of, or to serve as counsel

for, investors in any proceeding or action to include an

administrative or civil proceeding brought by the Department or the

Securities and Exchange Commission, a proceeding brought by the

Financial Industry Regulatory Authority, Inc., or an arbitration or

mediation proceeding. Further, no employee of the Department may

advise any person about the value of securities or as to the

advisability of investing in, purchasing or selling securities, or

as to the value or merits of pursuing a particular course of action.

Oklahoma Statutes - Title 71. Securities Page 71

3. Records of the division of investor education shall not be

exempt from the provisions of the Open Records Act and Section 1-607

of this title except as provided for in subparagraph 8 of paragraph

B of Section 1-607 of this title.

K. The Administrator shall prepare in writing a manual of

necessary employee positions for the Department, including job

classifications, personnel qualifications, duties, maximum and

minimum salary schedules, and other personnel information, which

shall be approved by the Commission. The Administrator may select,

appoint, and employ such attorneys, accountants, auditors,

examiners, investigators, clerks, and other personnel as he or she

deems necessary for the proper administration of the Oklahoma

Uniform Securities Act of 2004, and may fix their compensation and

the salary of the Deputy Administrator. The Deputy Administrator

and other employees of the Department shall serve at the pleasure of

the Administrator.

L. The Commission and the Securities Department shall be

assigned offices in Oklahoma City, Oklahoma, by the Office of

Management and Enterprise Services, and all records of the

Commission and Department shall be kept in those offices, unless and

until transferred to the Records Management Division of the Oklahoma

Department of Libraries.

M. 1. Neither the Administrator nor any employee of the

Department, during their respective terms of employment, shall serve

as a director, officer, shareholder, member, partner, agent or

employee of any person who, during the period of such

Administrator’s or employee’s employment with the Department:

a. was licensed or applied for registration as a broker-

dealer, agent, investment adviser or investment

adviser representative under this act, or

b. applied for or secured the registration of securities

under the Oklahoma Uniform Securities Act of 2004.

2. Nothing in paragraph 1 of this subsection shall prohibit the

holding, purchasing or selling of any securities by the

Administrator or any employee of the Department in accordance with

regulations adopted by the Commission for the purpose of protecting

the public interest and avoiding conflicts of interest.

3. Nothing contained in paragraph 1 of this subsection shall

prohibit the holding, purchasing or selling of any securities of any

issuer described in subparagraph b of paragraph 1 of this subsection

of this section by the Administrator if either:

a. the Administrator together with his or her spouse, or

minor children, owns less than one percent (1%) of any

class of outstanding securities of any such issuer so

long as such securities are not purchased in an

initial public offering, or

Oklahoma Statutes - Title 71. Securities Page 72

b. such securities are held or purchased through a

management account or trust administered by a bank or

trust company authorized to do business in this state

that has sole investment discretion regarding the

holding, purchasing or selling of such securities and

the Administrator or employee did not, directly or

indirectly, advise, counsel or command the holding,

purchasing or selling of any securities or furnish any

information relating to any such securities to such

bank or trust company and further, such account or

trust does not at any time have more than ten percent

(10%) of its total assets invested in the securities

of any one issuer or hold more than five percent (5%)

of the outstanding securities of any class of

securities of any one issuer.

N. The Oklahoma Uniform Securities Act of 2004 does not create

or diminish a privilege or exemption that exists at common law, by

statute or rule, or otherwise.

O. The Administrator may develop and implement investor

education initiatives to inform the public about investing in

securities, with particular emphasis on the prevention and detection

of securities fraud. In developing and implementing these

initiatives, the Administrator may collaborate with public and

nonprofit organizations with an interest in investor education. The

Administrator may accept a grant or donation from a person that is

not affiliated with the securities industry or from a nonprofit

organization, regardless of whether the organization is affiliated

with the securities industry, to develop and implement investor

education initiatives. This subsection does not authorize the

Administrator to require participation or monetary contributions of

a registrant in an investor education program.
Okla. Stat. tit. 71, § 71-803 — OK Code / Title 71 / Section 71-803
Exemptions
Status: in_force

The following business opportunities are exempt from Sections

806 through 811 of this title:

1. Any offer or sale of a business opportunity for which the

immediate cash payment made by the purchaser for any business

opportunity is at least Twenty-five Thousand Dollars ($25,000.00) if

the immediate cash payment does not exceed twenty percent (20%) of

the purchaser's net worth as determined exclusive of principal

residence, furnishings therein, and automobiles. The Administrator

may by rule withdraw or further condition the availability of this

exemption.

2. Any offer or sale of a business opportunity for which the

purchaser is required to make a payment to the seller or a person

recommended by the seller not to exceed Five Hundred Dollars

($500.00). For purposes of this paragraph, "payment" means the

total amount the purchaser becomes obligated to pay to the seller or

to any third party either prior to or at the time of delivery of the

products, equipment, supplies or services or within one (1) year of

the commencement of operation of the business opportunity by the

purchaser. If payment is over a period of time, "payment" shall

include the sum of the down payment and the total periodic payments.

If the purchaser may enter at different levels, "payment" means the

Oklahoma Statutes - Title 71. Securities Page 163

total sum the purchaser is obligated to pay to enter at the level

chosen by the purchaser.

3. Any offer or sale of a business opportunity where the seller

has a net worth of not less than One Million Dollars ($1,000,000.00)

as determined on the basis of the seller's most recent audited

financial statements, prepared within thirteen (13) months of such

offer or sale in accordance with generally accepted accounting

principles and audited in accordance with generally accepted

auditing standards. Net worth may be determined on a consolidated

basis where the seller is at least eighty percent (80%) owned by one

person and that person expressly guarantees the obligations of the

seller with regard to the offer or sale of any business opportunity

claimed to be exempt under this paragraph. The Administrator may by

rule withdraw or further condition the availability of this

exemption.

4. Any offer or sale of a business opportunity where the

purchaser has a net worth of not less than Two Hundred Fifty

Thousand Dollars ($250,000.00). Net worth shall be determined

exclusive of principal residence, furnishings therein, and

automobiles. The Administrator may by rule withdraw or further

condition the availability of this exemption.

5. Any offer or sale of a business opportunity where the

purchaser is a bank, savings and loan association, trust company,

insurance company, credit union, investment company as defined by

the Investment Company Act of 1940, pension or profit sharing trust

or other financial institution or institutional buyer or a dealer

registered pursuant to the Oklahoma Securities Act, where the

purchaser is acting for itself or in a fiduciary capacity.

6. Any offer or sale of a business opportunity or franchise as

defined in Section 802 of this title provided that the seller

delivers to each purchaser fourteen (14) calendar days prior to the

earlier of the execution by a purchaser of any contract or agreement

imposing a binding legal obligation on the purchaser or the payment

by a purchaser of any consideration in connection with the offer or

sale of the business opportunity or franchise, one of the following

disclosure documents:

a. a disclosure document prepared in accordance with the

guidelines adopted by the North American Securities

Administrators Association, Inc., or

b. a disclosure document prepared pursuant to the Federal

Trade Commission rule entitled Disclosure Requirements

and Prohibitions Concerning Franchising, 16 C.F.R.

Part 436 or the Business Opportunity Rule, 16 C.F.R.

Part 437 as applicable.

For the purposes of this paragraph, a personal meeting shall

mean a face-to-face meeting between the purchaser and the seller or

their representatives, which is held for the purpose of discussing

Oklahoma Statutes - Title 71. Securities Page 164

the offer or sale of a business opportunity. The Administrator may

by rule adopt any amendment to the disclosure document that has been

adopted by the North American Securities Administrators Association,

Inc. or any amendment to the disclosure document prepared pursuant

to the Federal Trade Commission rule entitled Disclosure

Requirements and Prohibitions Concerning Franchising, 16 C.F.R. Part

436 or the Business Opportunity Rule, 16 C.F.R. Part 437 as

applicable.

7. Any offer or sale of a business opportunity for which the

required cash payment made by a purchaser to participate in any

business opportunity does not exceed Seven Hundred Fifty Dollars

($750.00) and the required payment is made for:

a. the not-for-profit sale of sales demonstration

equipment, material or samples, and/or

b. product inventory sold to the purchaser at a bona fide

wholesale price.

8. Any offer or sale of a business opportunity which the

Administrator exempts by order or a class of business opportunities

which the Administrator exempts by rule upon the finding that such

exemption would not be contrary to public interest and that

registration would not be necessary or appropriate for the

protection of purchasers.

9. Any business which is operated under a lease or license on

the premises of the lessor or licenser as long as such business is

incidental to the business conducted by the lessor or the licenser

on such premises, including, without limitation, leased departments,

licensed departments and concessions.
Okla. Stat. tit. 71, § 71-659 — OK Code / Title 71 / Section 71-659
Liability to purchaser - Persons liable - Limitation of
Status: in_force

actions.

Any person who:

1. Offers or disposes of subdivided land in violation of

Sections 621, 631 or 653 of this Code, or any rule relating thereto,

or any condition imposed under Sections 625 through 627 of this

Code, or any order under this Code of which he has notice; or

2. Offers or disposes of subdivided land by means of any untrue

statement of a material fact or any omission to state a material

fact necessary to make the statement, in light of the circumstances

under which it was made, not misleading, where the purchaser is

unaware of the untruth or omission;

shall be liable to the person purchasing the subdivided land from

him. Such purchaser may sue to recover the consideration paid for

the subdivided land and any taxes, assessments, membership fees or

consideration of a similar nature paid thereon or in connection

therewith, together with reasonable attorney fees and interest at

the rate of ten percent (10%) per year from the date of payment,

less the amount of any income received on the land, upon the tender

of the land, or for damages if he no longer owns the land. Damages

are the amount that would be recoverable upon a tender less the

value of the land when the purchaser disposed of it and interest at

a legal rate from the date of disposition. Tender shall require

Oklahoma Statutes - Title 71. Securities Page 154

only notice of willingness to exchange the land for the amount

specified. Any notice may be given by service as in civil actions

or by certified mail addressed to the last-known address of the

person liable.

B. 1. Every person who directly or indirectly controls a

subdivider who may be liable under this Code, every general partner,

officer or director of a subdivider, every person occupying a

similar status or performing a similar function, every employee of

the subdivider who materially aids in the disposition and every

agent who materially aids in the disposition is also liable jointly

and severally with and to the same extent as any person liable under

subsection A of this section, if he knew or in the exercise of

reasonable care should have known of the existence of the facts by

reason of which the liability is alleged to exist. There is a right

to contribution as in cases of contract among persons so liable.

2. Every person whose occupation gives authority to a statement

which with his consent has been used in an application for

registration or public offering statement, if he is not otherwise

associated with the subdivision and development plan in a material

way, is liable only for false statements and omissions in his

statement if he knew or in the exercise of the reasonable care of a

person in his occupation should have known of the existence of the

facts by reason of which the liability is alleged to exist.

C. No action shall be maintained under this section unless

commenced before the expiration of five (5) years after the act or

transaction constituting the violation.

D. 1. No purchaser may commence an action under this section

if, before suit is commenced, the purchaser has received a written

offer stating the respect in which liability under this section may

have arisen, thoroughly advising the purchaser of his rights,

offering to repurchase the land or interest held by the purchaser

for cash on the same basis as provided in subsection A of this

section, payable on delivery of title to the land or other interest

therein or, if the purchaser no longer owns the land, offering to

pay the purchaser upon acceptance of the offer an amount in cash

equal to the damages computed in accordance with subsection A of

this section, and stating that the offer may be accepted by the

purchaser at any time within a specified period of not less than

sixty (60) days after the date of receipt thereof or such shorter or

longer period as the Administrator may by rule prescribe, and the

purchaser has failed to accept such offering in writing within the

specified period.

2. Offers shall be in the form and contain the information the

Administrator by rule prescribes. Every offer under this subsection

shall be delivered to the offeree or sent by certified mail

addressed to him at his last-known address. Notwithstanding the

Oklahoma Statutes - Title 71. Securities Page 155

provisions of this subsection, suit by the offeree for breach of the

terms in the offer pursuant to this section shall be permitted.

E. Any condition, stipulation or provision binding any person

acquiring any subdivided land to waive compliance with any provision

of this Code or any rule or order hereunder is void.

F. The rights and remedies under this Code are in addition to

any other rights or remedies that may exist at law or in equity.
Okla. Stat. tit. 71, § 71-628 — OK Code / Title 71 / Section 71-628
Denial of effectiveness to, suspension or revocation of
Status: in_force

effectiveness of registration.

A. The Administrator may issue a stop order denying

effectiveness to, or suspending or revoking the effectiveness of,

any registration if he or she finds that the order is in the public

interest and that:

1. The registration statement as of its effective date or any

report under subsections I or J of Section 627 of this Code is

incomplete in any material respect or contains any statement which

was, in light of the circumstances under which it was made, false or

misleading with respect to any material fact;

2. Any provision of this Code or any rule, order, or condition

lawfully imposed under this Code has been willfully violated in

connection with the offer or disposition of subdivided lands by the

person filing the registration statement, by the subdivider, any

partner, officer or director of the subdivider, by any person

occupying a similar status or performing similar functions, by any

person directly or indirectly controlling or controlled by the

subdivider, or by any subdivided land sales agent or other person

involved directly or indirectly in the offer or disposition of

subdivided lands;

3. The subdivided lands are 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 federal or

state act applicable to the offer or disposition of the subdivided

lands. Provided, however, the Administrator may not institute a

proceeding against an effective registration statement under this

Oklahoma Statutes - Title 71. Securities Page 145

paragraph more than one (1) year from the date of the order or

injunction relied on, and he or she may not enter an order under

this paragraph on the basis of an order or injunction entered under

any other state or federal act unless that order or injunction was

based on facts which would currently constitute a ground for a stop

order under this section;

4. The subdivider's enterprise or method of business includes

or would include activities which are illegal where performed;

5. The offer or disposition of the subdivided lands is or would

be unfair or inequitable to purchasers or has worked, tended to

work, or would work a fraud upon purchasers;

6. The disposition has been made or would be made with

unreasonable commissions or other unreasonable compensation;

7. The applicant or registrant has failed to pay the proper

filing fee. Provided, however, the Administrator may enter only a

denial order under this paragraph and he or she shall vacate any

such order when the deficiency has been corrected;

8. Advertising prohibited by Section 653 of this Code has been

used in connection with the offer or disposition of the subdivided

lands;

9. The financial condition of the subdivider or of any other

person connected with the offer or disposition of subdivided lands

adversely affects or would adversely affect the soundness of the

land purchase; or

10. The subdivider is not in compliance with federal, state, or

local environmental quality standards.

B. The Administrator may not institute a stop order proceeding

against an effective registration statement on the basis of a fact

or transaction known to the Administrator when the registration

statement became effective unless the proceeding is instituted

within sixty (60) days.

C. In a proceeding for registration, within sixty (60) days of

the effective date of such registration statement, the applicant or

registrant has the burden of satisfying the requirements of

subsection A of this section.

D. The Administrator may issue a summary order denying,

postponing, suspending, or revoking the effectiveness of the

registration statement pending final determination of any proceeding

under this section. Upon the entry of the order, the Administrator

shall promptly notify each person specified in subsection E of this

section that the order has been entered, the reasons for the entry

of order, and that each such person has a right to request a hearing

under subsection A of Section 661 of this Code. If no hearing is

requested and none is ordered by the Administrator, the order will

remain in effect until it is modified or vacated by the

Administrator.

Oklahoma Statutes - Title 71. Securities Page 146

E. No stop order may be entered under this section except under

subsection D of this section unless there has been appropriate prior

notice to the applicant or registrant, to the subdivider and to the

person on whose behalf the lands are to be or have been offered, an

opportunity for hearings and the making of written findings of fact

and conclusions of law.

F. The Administrator may vacate or modify a stop order if he

finds that the conditions which prompted the stop order's entry have

changed or that it is otherwise in the public interest to do so.
Okla. Stat. tit. 71, § 71-1-308 — OK Code / Title 71 / Section 71-1-308
Investment certificate issuers - Registration
Status: in_force

requirements.

A. In addition to all other applicable registration provisions

specified in this act, investment certificate issuers are subject to

the provisions of this section. As used in this section:

1. "Investment certificate" means thrift certificates,

certificates of deposit, savings obligations and similar

certificates or obligations issued and sold by an investment

certificate issuer as defined in paragraph 2 of this subsection; and

2. "Investment certificate issuer" means any financial

institution or person, other than a federally or state chartered

bank, bank holding company, trust company or savings and loan

association, or any credit union, which accepts investor funds or

deposits in exchange for the issuance of investment certificates;

provided, however, the term "investment certificate issuer" shall

not include a financial institution or person which, as of November

1, 1985, issued only the following securities:

a. investment certificates exempt under the provisions of

Sections 1-201 through 1-203 of this title,

b. investment certificates registered by coordination

under Section 1-303 of this title, or

c. any other security as to which the Administrator, by

rule or order, finds that registration is not

Oklahoma Statutes - Title 71. Securities Page 38

necessary or appropriate for the protection of

investors.

Nothing contained in this act shall be construed as precluding

an investment certificate issuer from qualifying for and relying

upon any of the exemptions from the provisions of Sections 1-301 and

1-504 of this title as contained in Sections 1-201 through 1-203 of

this title.

B. In addition to other powers conferred by this act, the

Administrator shall have power to require an investment certificate

issuer to:

1. Cause its books and records to be made available at its

offices and to provide to the Department a trial balance within five

(5) days of the commencement of any examination. The books and

records shall be audited at least once each year by an independent

certified public accountant in accordance with generally accepted

auditing standards, and the report thereof, including financial

statements prepared in accordance with generally accepted accounting

principles, furnished to the Administrator in such form as he or she

may require;

2. Observe methods and standards, including classification

standards of loans, which the Administrator may prescribe by rule

adopted and promulgated pursuant to the Administrative Procedures

Act for determining the value of various types of assets;

3. Maintain its accounting systems and procedures in accordance

with such regulations as adopted and promulgated by the

Administrator pursuant to the Administrative Procedures Act;

provided, the accounting system required shall have due regard to

the size of the investment certificate issuer;

4. Charge off the whole or any part of an asset, the value of

which, at the time of the Administrator's action, has deteriorated

for reasons set forth by the Administrator by rule adopted and

promulgated pursuant to the Administrative Procedures Act; and

5. Write down an asset to market value as prescribed by the

Administrator by rule adopted and promulgated pursuant to the

Administrative Procedures Act.

C. Every investment certificate issuer shall obtain from the

Administrator a written acknowledgment, issued in accordance with

procedures adopted and promulgated pursuant to the Administrative

Procedures Act, that the investment certificate issuer engages in

the business of accepting investor funds or deposits in exchange for

the issuance of investment certificates. Any investment certificate

issuer who obtains such an acknowledgment shall be subject to this

section and shall possess all the rights, powers and privileges and

shall be subject to all of the duties, restrictions and limitations

contained herein. No company or person who fails to obtain such

acknowledgment within ninety (90) days of the effective date of the

adoption by the Administrator of procedures governing the issuance

Oklahoma Statutes - Title 71. Securities Page 39

of a written acknowledgment shall possess or exercise, unless

expressly given and possessed or exercised under other laws, any of

the benefits, rights, powers or privileges which are herein

conferred on investment certificate issuers. Any company or person

who fails to obtain a written acknowledgment as described herein may

not engage in the business of issuing investment certificates.

D. Any officer, director or employee of an investment

certificate issuer found by the Administrator to be dishonest,

reckless, unfit to participate in the conduct of the affairs of the

institution, or practicing a continuing disregard or violation of

laws, rules, regulations or orders which are likely to cause

substantial loss to the company or likely to seriously weaken the

condition of the company shall be removed immediately from office by

the board of directors of the investment certificate issuer of which

he or she is an officer, director or employee, on the written order

of the Administrator; provided, that the investment certificate

issuer or officer, employee, or director may within ten (10) days

file a notice of protest for the removal with the Commission, and as

soon as possible thereafter, the Commission will review the order of

the Administrator and make findings as it deems proper, and that,

pending said time, the officer, employee or director shall not

perform any of the duties of his office.

E. An investment certificate issuer shall not, without the

consent of the Administrator:

1. Make a loan to any of its stockholders owning twenty-five

percent (25%) or more of the stock of the investment certificate

issuer, or its officers or directors;

2. Make a loan to any employee in excess of Ten Thousand

Dollars ($10,000.00); or

3. Make a loan to or other investment in or purchase any asset

from any company in which any of its officers, directors or

stockholders may have any direct or indirect interest, unless made

in an arm's length transaction.

F. An investment certificate issuer shall not, without the

consent of the Administrator:

1. Lend money in excess of ten percent (10%) of its

shareholders' equity to any person, association, partnership or

corporation liable for such obligations; provided, however, that

this limitation does not apply to the purchase of investment

securities; or

2. Engage in, or acquire any interest in, any business

prohibited to a bank chartered under the laws of this state.

G. The shareholders' equity of an investment certificate issuer

shall not be less than ten percent (10%) of the investment

certificates outstanding. Provided, an investment certificate

issuer lawfully incorporated and operating in this state on or

before November 1, 1985, with less than the above specified

Oklahoma Statutes - Title 71. Securities Page 40

shareholders' equity shall, at the beginning of each fiscal year

thereafter, increase its shareholders' equity by a minimum of one-

fourth (1/4) the difference between its shareholders' equity on

November 1, 1985, and the above specified amount until such time as

its shareholders' equity equals or exceeds the amount specified

above. For purposes of computing the shareholders' equity, the

reserve against bad debts shall be included.

H. Every investment certificate issuer shall maintain a reserve

against bad debts in an amount required by the Administrator by rule

adopted and promulgated pursuant to the Administrative Procedures

Act, but in no event shall the reserve against bad debts be less

than two percent (2%) of total loans outstanding.

I. If the Administrator finds the capital of an investment

certificate issuer to be impaired according to the standard set

forth in subsection G of this section, the Administrator may:

1. Give notice of the impairment to the directors and

shareholders of the investment certificate issuer and levy an

assessment in a designated amount upon the holders of record of the

investment certificate issuer's stock to remedy an impairment of

capital. Upon receipt of an order to levy an assessment, the

directors shall cause to be sent to all holders of stock, at their

addresses as listed on the books of the investment certificate

issuer, a notice of the amount of the assessment and a copy of this

subsection. If an assessment is not paid within ninety (90) days

after the order is mailed, the Administrator, at his or her

discretion, may offer the shares of the defaulting stockholders for

sale at public auction at a price which shall not be less than the

amount of the assessment and the cost of the sale; or

2. Apply to the district court of any county where the assets

of the investment certificate issuer are located for an order

appointing a conservator of, and directing him to rehabilitate, the

investment certificate issuer. If all reasonable efforts to

rehabilitate the investment certificate issuer fail, the

Administrator may apply to the court for an order directing the

appointment of a liquidator to dissolve any such issuer and

liquidate its assets. All rights and interests of the stockholders

in the stock, property and assets of such investment certificate

issuer are thereby terminated except the rights of stockholders to

the proceeds of liquidation, if any, after all other valid claims,

including interest, against the assets of the investment certificate

issuer and the proceeds of liquidation have been satisfied. The

conservator or liquidator appointed under this subsection shall meet

qualifications established by the Administrator by rule adopted and

promulgated pursuant to the Administrative Procedures Act.

J. Whenever the capital or reserve of any investment

certificate issuer shall be impaired according to the standards set

forth in subsections G and H of this section, the investment

Oklahoma Statutes - Title 71. Securities Page 41

certificate issuer shall make no new loans, renew any investment

certificates or sell new investment certificates without the consent

of the Administrator.

K. 1. It shall be unlawful and shall be deemed a Class C2

felony offense for any investment certificate issuer to issue

investment certificates when insolvent.

2. Every officer, director, principal stockholder, or every

other person who materially participates or aids in the issuance of

an investment certificate in violation of this subsection, or who

directly or indirectly controls any such person, shall be jointly

and severally liable, unless the officer, director, principal

stockholder, or any other person who so participates, aids or

controls, sustains the burden of proof that the person did not know,

and could not have known, of the existence of the facts by reason of

which liability is alleged to exist. There shall be contribution as

in cases of contract among the persons so liable.

3. The rights and remedies provided for in this subsection are

in addition to any other rights or remedies provided for in Title 71

of the Oklahoma Statutes, or that may exist at law or in equity.

L. The Administrator may as often as he or she deems it prudent

and necessary for the protection of the public, make or cause to be

made examinations of the books, records, papers, assets and

liabilities of every kind and character owned by, or relating to,

every investment certificate issuer.

M. Every investment certificate issuer shall make and file with

the Administrator reports at such times and in such form as the

Administrator may prescribe by rule or order. The reports shall be

verified by the oath of either the president, the vice-president, or

the secretary and attested by the signature of two or more of the

directors. Each report shall exhibit in detail, as may be required

by the Administrator, the resources and liabilities of the

investment certificate issuer at the close of business on the day to

be specified by the Administrator.

N. Every investment certificate issuer whose investor funds or

deposits are not insured by an agency of the government shall

disclose on the face of each investment certificate in ten-point

type the following:

"This certificate is not insured by the Federal Deposit

Insurance Corporation or any other agency of the government."
Okla. Stat. tit. 71, § 71-625 — OK Code / Title 71 / Section 71-625
Application for registration
Status: in_force

Application for registration of subdivided land shall be filed

with the Administrator in such form as the Administrator may

require. The application shall contain the following information

and shall be accompanied by the following documents and exhibits, in

addition to the information which may be required by the

Administrator pursuant to subsection E of Section 627 of this title,

the consent to service of process required by subsection A of

Section 664 of this title, and the fees required by Section 652 of

this title. To the extent that the information required below is

included in filings submitted to and approved by the Consumer

Financial Protection Bureau, or its successors, such filing will be

accepted in lieu of a separate state filing:

1. The subdivider's name and address, form of business

organization, date and jurisdiction of its organization and name and

address of each of its offices and agents in this state;

2. The name, address, and principal occupation for the past

five (5) years of every director, officer or partner of the

subdivider or other person occupying a similar position or

performing similar functions, as well as for each owner of ten

percent (10%) or more of the equity of the subdivider; the extent

and nature of the interest of each of the foregoing persons in the

subdivider and in the subdivided lands as of a date specified by the

Administrator within thirty (30) days of filing of the application

for registration;

3. If any person named in paragraph 2 of this section has been

disciplined, debarred, censured, or suspended by any governmental

body or agency or convicted by any court for violation of a federal,

state, or local law or regulation in connection with activities

relating to land sales, land investment, securities sales or

registration, construction or sale of homes or home improvements, or

Oklahoma Statutes - Title 71. Securities Page 138

any other similar or related activity, a summary of the facts

relating thereto;

4. If any person named in paragraph 2 of this section has,

during the past thirteen (13) years, filed a petition in bankruptcy

or has had an involuntary petition in bankruptcy filed against the

person, or has been an officer, director, or controlling person of a

business entity which has become insolvent or has voluntarily or

involuntarily filed in bankruptcy, a summary of the facts relating

thereto;

5. The states or jurisdictions in which an application for

registration or similar document have been filed including a copy of

any filing with the United States Securities and Exchange Commission

or the Consumer Financial Protection Bureau or the successors of

either, and a copy of any adverse order, judgment, order permitting

withdrawal, or decree of any court or regulatory authority in

connection with the offering of subdivided lands;

6. A legal description of the subdivided lands and the recorded

plat thereof, together with a map showing the division proposed to

be made, the dimensions of the lots, and the relation of the

subdivided lands to existing streets, roads, and other off-site

improvements, all verified by affidavit of an independent

professional land surveyor and a topographical map;

7. A statement in a form acceptable to the Administrator of the

condition of title to the land comprising the lots in this offering

and any common areas or facilities related to or included in this

offering including a description of all encumbrances, easements,

covenants, conditions, reservations, limitations, or restrictions

applicable thereto. This requirement may be met by submission of

evidence of title in the form of a legal opinion, stating the

condition of title, prepared and signed by an attorney at law who is

experienced in the examination of titles, a member of the Bar

Association of the state in which the property is located and who is

not a salaried employee, partner, officer, or director either of the

subdivider or of any of its agents or affiliates; or by any other

evidence of title acceptable to the Administrator;

8. Copies of the instruments by which the subdivider's interest

in the subdivided land was acquired or, if required by the

Administrator, proof of marketable title to the subdivided lands;

9. A statement and such additional assurance as the

Administrator may require that the subdivider can convey or cause to

be conveyed to the purchaser, upon compliance with the terms of the

offer, the interest offered in the subdivided lands;

10. Copies of instruments which will be delivered to the

purchaser to evidence interest in the subdivided lands and copies of

the contracts or other agreements which a purchaser will be required

to agree to or sign in connection with the offer or disposition,

together with the range of selling prices, rates or rentals at which

Oklahoma Statutes - Title 71. Securities Page 139

it is proposed to dispose of the lots, and a list of fees the

purchaser may be required to pay for membership in groups including,

but not limited to, homeowners' associations, country clubs, golf

courses, and other community organizations associated with the

subdivision, together with the description of any qualifications for

or restrictions on membership in any of the foregoing;

11. A legal description of any lien or encumbrance affecting

the subdivision or any portion thereof and a statement in a form

acceptable to the Administrator of the efforts made or to be made to

remove such lien or encumbrance and the consequences to the

purchasers of the success or failure of the efforts to remove such

lien or encumbrance;

12. A summary of any easements or restrictions affecting any of

the subdivided lands and copies of any instruments creating,

altering, or removing such easements or restrictions;

13. Evidence and a statement thereof, in a form satisfactory to

the Administrator, indicating compliance with the zoning and other

governmental laws, ordinances, and regulations affecting the use of

the subdivided lands and adjacent properties, together with dates of

the most recent zoning or jurisdictional changes, the nature

thereof, any proposed changes now pending or known to be

contemplated, and any existing or proposed taxes, special taxes,

assessments, or levies of a similar nature affecting any of the

subdivided land;

14. Evidence and a statement thereof, in a form satisfactory to

the Administrator, indicating compliance with the requirements of

federal, state and local governments or agencies or

instrumentalities thereof which have authority to regulate or issue

permits or licenses which may have a material effect on the

subdivider's plans with respect to the proposed subdivision, its

facilities, common areas or improvements, specifically including

environmental protection agencies and required environmental impact

statements. If any permit, license, or approval of any of the

foregoing has been refused or conditioned, a summary of the reasons

therefor and the effect on the proposed subdivision shall also be

included;

15. A description of the land as it existed prior to any

changes in connection with the proposed subdivision and any changes

which have occurred or are contemplated in connection with the

proposed subdivision;

16. A statement, in a form suitable to the Administrator, of

the existing provisions for access to the subdivision, the

availability of sewage disposal facilities and other public

utilities including, but not limited to, water, electricity, gas and

telephone facilities, the proximity in miles of the subdivision to

nearby municipalities, the availability and scope of community fire

and police protection, the location of primary and secondary

Oklahoma Statutes - Title 71. Securities Page 140

schools, the improvements installed or to be installed including

off-site and on-site community and recreational facilities, the

persons who are to install, maintain and pay for such improvements,

and the estimated schedule for completion;

17. If required by the Administrator's rule or order, a

performance or completion bond to assure that planned improvements

will be completed, in a form suitable to the Administrator;

18. Such financial statements of the subdivider as the

Administrator may require;

19. A narrative description of the promotional plan for the

disposition of the subdivided lands, together with duplicate copies

of all advertising material which has been prepared for public

distribution. The subject matter of advertising material which is

pictorial in nature shall be limited to a depiction of the actual

on-site conditions of the subdivided lands as of the date of the

filing of the material. No advertising shall be used until a copy

thereof has been allowed for use by the Administrator or a person

authorized by the Administrator as provided in Section 653 of this

title;

20. One copy of the proposed public offering statement prepared

in accordance with Section 626 of this title; and

21. Such additional information or exhibits as the

Administrator may require.

Any of the items required under this section may be incorporated

in the application for registration by reference provided that such

item is contained in the public offering statement and the

Administrator so allows.
Okla. Stat. tit. 71, § 71-1-606 — OK Code / Title 71 / Section 71-1-606
Administrative files and opinions
Status: in_force

A. The Administrator shall maintain, or designate a person to

maintain, a register of applications for registration of securities;

registration statements; notice filings; applications for

registration of broker-dealers, agents, investment advisers, and

investment adviser representatives; notice filings by federal

covered investment advisers that are or have been effective under

this act or the predecessor act; notices of claims of exemption from

registration or notice filing requirements contained in a record;

orders issued under this act or the predecessor act; and

interpretative opinions or no action determinations issued under

this act.

B. The Administrator shall make all rules, forms,

interpretative opinions, and orders available to the public.

C. The Administrator shall furnish a copy of a record that is a

public record or a certification that the public record does not

exist to a person who so requests. The charge for furnishing the

record or certification shall be specified in Section 1-612 of this

title. A copy of the record certified or a certificate by the

Administrator of a record's nonexistence is prima facie evidence of

a record or its nonexistence.
Okla. Stat. tit. 71, § 71-453 — OK Code / Title 71 / Section 71-453
Effective take-over offer required - Registration
Status: in_force

statement - Suspension of take-over offer and hearing.

A. It is unlawful and shall be deemed a Class D1 felony offense

for any person to make a take-over offer or to acquire any equity

securities pursuant to the offer, unless the offer is effective

under the provisions of this act. A take-over offer is effective

when the offeror files with the Administrator a registration

statement containing the information prescribed in subsection F of

this section. The offeror shall deliver a copy of the registration

statement by certified mail to the target company at its principal

office and publicly disclose the material terms of the proposed

offer, not later than the date of filing of the registration

statement. Public disclosure shall require, at a minimum, that a

copy of the registration statement be supplied to all broker-dealers

maintaining an office in this state currently quoting the security.

B. The registration statement shall be filed on forms

prescribed by the Administrator of the Department of Securities,

shall be accompanied by a consent by the offeror to service of

process and the filing fees specified in Section 8 of this act and

shall contain the following information:

1. All of the information specified in subsection F of this

section;

2. Two (2) copies of all solicitation materials intended to be

used in the take-over offer in the form proposed to be published or

sent or delivered to offerees;

3. If the offeror is other than a natural person, the following

information shall be included:

a. information concerning its organization and

operations, including the year, form and jurisdiction

of its organization,

b. a description of each class of equity security and

long-term debt,

c. a description of business conducted by the offeror and

its subsidiaries and any material changes therein

during the past three (3) years,

Oklahoma Statutes - Title 71. Securities Page 126

d. a description of the location and character of the

principal properties of the offeror and its

subsidiaries,

e. a description of any material pending legal or

administrative proceedings in which the offeror or any

of its subsidiaries is a party,

f. the names of all directors and executive officers of

the offeror and their material business activities and

affiliations during the past three (3) years, and

g. financial statements of the offeror in such form and

for such period of time as the Administrator may by

rule prescribe; and

4. If the offeror is a natural person, the following

information shall be included:

a. information concerning his identity and background,

including his business activities and affiliations

during the past three (3) years, and

b. a description of any material pending legal or

administrative proceedings in which the offeror is a

party.

If a take-over offer is subject to Section 14(d) of the Securities

Exchange Act of 1934, the form and content of the registration

statement shall include the same as the form and content of any such

statement and amendments required to be filed with the United States

Securities and Exchange Commission. If the statement and amendments

filed with the United States Securities and Exchange Commission

provide the information required to be disclosed by this act, the

filing of same with the Administrator shall satisfy the requirement

for the filing of a registration statement under this section. The

offeror must comply with all other requirements of this section.

C. Registration is not deemed approval by the Administrator and

any representation to the contrary is unlawful.

D. Within three (3) calendar days of the date of filing of the

registration statement, the Administrator may by order summarily

suspend the effectiveness of the take-over offer if the

Administrator determines that the registration statement does not

contain all of the information specified in subsection F of thisOklahoma Statutes - Title 71. Securities Page 3proval by the Administrator and

any representation to the contrary is unlawful.

D. Within three (3) calendar days of the date of filing of the

registration statement, the Administrator may by order summarily

suspend the effectiveness of the take-over offer if the

Administrator determines that the registration statement does not

contain all of the information specified in subsection F of this

section or that the take-over offer materials provided to offerees

do not provide full disclosure to offerees of all material

information concerning the take-over offer. The suspension shall

remain in effect only until the determination following a hearing

held pursuant to subsection E of this section.

E. A hearing shall be scheduled by the Administrator with

respect to each suspension under this section and shall be held

within ten (10) calendar days of the date of the suspension. The

Oklahoma Administrative Procedures Act, Section 301 et seq. of Title

75 of the Oklahoma Statutes, and the administrative procedures of

Oklahoma Statutes - Title 71. Securities Page 127

the Oklahoma Securities Commission and Department of Securities

shall not apply to the hearing. The Administrator's determination

made following the hearing shall be made within three (3) calendar

days after such hearing has been completed, but not more than

sixteen (16) calendar days after the date of the suspension. The

Administrator may prescribe different time limits than those

specified in this subsection by rule or order. If, based upon the

hearing, the Administrator finds that the take-over offer fails to

provide for full and fair disclosure to offerees of all material

information concerning the offer, or that the take-over offer is in

material violation of any provision of this act, the Administrator

shall permanently suspend the effectiveness of the take-over offer,

subject to the right of the offeror to correct disclosure and other

deficiencies identified by the Administrator and to reinstitute the

take-over offer by filing a new or amended registration statement

pursuant to Section 3 of this act.

F. The form required to be filed by paragraph 1 of subsection B

of this section shall contain the following information:

1. The identity and background of all persons on whose behalf

the acquisition of any equity security of the issuer has been or is

to be affected;

2. The source and amount of funds or other consideration used

or to be used in acquiring any equity security, including if

applicable:

a. a statement describing any securities which are being

offered in exchange for the equity securities of the

issuer, and if any part of the acquisition price is or

will be represented by borrowed funds or other

consideration,

b. a description of the material terms of any financing

arrangements, and

c. the names of the parties from whom the funds were

borrowed;

3. If the purpose of the acquisition is to gain control of the

target company:

a. a statement of any plans or proposals which the person

has, upon gaining control:

(1) to liquidate the issuer, sell its assets, effect

its merger or consolidation,

(2) to change the location of its principal executive

office or of a material portion of its business

activities,

(3) to change its management or policies of

employment, and

(4) to materially alter its relationship with

suppliers or customers or the communities in

which it operates, or make any other major change

Oklahoma Statutes - Title 71. Securities Page 128

in its business, corporate structure, management

or personnel, and

b. other information which would affect the shareholders'

evaluation of the acquisition;

4. The number of shares of any equity security of the issuer

owned beneficially by the person and any affiliate or associate of

the person, together with the name and address of each affiliate or

associate; and

5. The material terms of any contract, arrangement or

understanding with any other person with respect to the equity

securities of the issuer whereby the person filing the statement has

or will acquire any interest in additional equity securities of the

issuer, or is or will be obligated to transfer any interest in the

equity securities to another.
Okla. Stat. tit. 71, § 71-823 — OK Code / Title 71 / Section 71-823
Violations - Penalty - Criminal prosecutions
Status: in_force

A. Any person who willfully violates Section 806, subsection A

of Section 808, subsection A of Section 809, Sections 811, 812, 819,

821 or 822 of this title or who willfully violates any rule under

the act or who willfully violates any order of which the person has

notice, or who violates Section 820 of this title knowing that the

statement made was false or misleading in any material respect,

shall be guilty of a Class C2 felony offense and may upon conviction

be fined not more than Ten Thousand Dollars ($10,000.00), or

imprisoned as provided for in subsections B through F of Section 20M

of Title 21 of the Oklahoma Statutes, or both, for each offense.

Oklahoma Statutes - Title 71. Securities Page 185

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.

B. The Administrator may refer such evidence as may be

available concerning violations of the Oklahoma Business Opportunity

Sales Act or any rule or order hereunder to the Attorney General of

the State of Oklahoma or the district attorney for the county where

a violation occurred, who may, with or without such a reference,

institute the appropriate criminal proceedings under the act. The

Attorney General or district attorney may designate and appoint one

or more lawyers of the Department as special assistants available

for the purpose of assisting in or conducting all criminal

prosecutions arising by reason of proceedings under this section.

C. Nothing in the Oklahoma Business Opportunity Sales Act

limits the power of the state to punish any person for any conduct

which constitutes a crime under any other statute.
Okla. Stat. tit. 71, § 71-417 — OK Code / Title 71 / Section 71-417
Discrimination prohibited
Status: in_force

No offeror shall make a multinational corporation take-over bid

which is not made to all holders residing in this state of the

equity security that is the subject of such multinational

corporation take-over bid, or which is not made to such holders on

the same terms as such multinational corporation take-over bid is

made to holders of such equity security not residing in this state.

If an offeror makes a tender offer or request or invitation for

tenders for less than all the outstanding equity securities of a

class, and if a greater number of securities is deposited pursuant

Oklahoma Statutes - Title 71. Securities Page 120

thereto within ten (10) days after copies of the offer or request or

invitation for tenders are first published or sent or given to

security holders that such offeror is bound or willing to take up

and pay for, the securities shall be taken up as nearly as may be

pro rata, disregarding fractions, according to the number of

securities deposited by each offeree. This section shall apply to

securities deposited within ten (10) days after notice of an

increase in the consideration offered to security holders, as

described in this section, is first published or sent or given to

security holders. If the terms of a multinational corporation take-

over bid are changed before its expiration by increasing the

consideration offered to offerees, the offeror shall pay the

increased consideration for all equity securities taken up, whether

the same are deposited or taken up before or after the change in the

terms of the multinational corporation take-over bid.
Okla. Stat. tit. 71, § 71-905 — OK Code / Title 71 / Section 71-905
Origination of registration in beneficiary form
Status: in_force

A security, whether evidenced by certificate or account, is

registered in beneficiary form when the registration includes a

designation of a beneficiary to take the ownership at the death of

the owner or the deaths of all multiple owners.
Okla. Stat. tit. 71, § 71-654 — OK Code / Title 71 / Section 71-654
Fraud - Filing of documents and information
Status: in_force

It is unlawful and shall be deemed a Class D3 felony offense for

any person to make or cause to be made, in any document filed under

this Code or in any proceeding under this Code, any false or

misleading statement in any material respect or, in connection with

such statement, to omit to state a material fact necessary in order

to make the statements made, in light of the circumstances under

which they are made, not misleading.
Okla. Stat. tit. 71, § 71-806 — OK Code / Title 71 / Section 71-806
Certain sales unlawful
Status: in_force

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, in this state unless the business

opportunity is registered under the provisions of the Oklahoma

Business Opportunity Sales Act or is exempt under Section 803 of

this title.
Okla. Stat. tit. 71, § 71-1-102 — OK Code / Title 71 / Section 71-1-102
Definitions
Status: repealed

In this act, unless the context otherwise requires:

1. "Administrator" means the securities Administrator appointed

by the Oklahoma Securities Commission;

2. "Agent" means an individual, other than a broker-dealer, who

represents a broker-dealer in effecting or attempting to effect

purchases or sales of securities or represents an issuer in

effecting or attempting to effect purchases or sales of the issuer's

securities. A partner, officer, or director of a broker-dealer or

issuer, or an individual having a similar status or performing

similar functions is an agent only if the individual otherwise comes

within the term. The term does not include an individual excluded

by rule adopted or order issued under this act;

3. "Bank" means:

Oklahoma Statutes - Title 71. Securities Page 5

a. a banking institution organized under the laws of the

United States,

b. a member bank of the Federal Reserve System,

c. any other banking institution, whether incorporated or

not, doing business under the laws of a state or of

the United States, a substantial portion of the

business of which consists of receiving deposits or

exercising fiduciary powers similar to those permitted

to be exercised by national banks under the authority

of the Comptroller of the Currency, and which is

supervised and examined by a state or federal agency

having supervision over banks, and which is not

operated for the purpose of evading this act, and

d. a receiver, conservator, or other liquidating agent of

any institution or firm included in subparagraph a, b

or c of this paragraph;

4. "Broker-dealer" means a person engaged in the business of

effecting transactions in securities for the account of others or

for the person's own account. The term does not include:

a. an agent,

b. an issuer,

c. a bank or savings institution if its activities as a

broker-dealer are limited to those specified in

subsections 3(a)(4)(B)(i) through (vi), (viii) through

(x), and (xi) if limited to unsolicited transactions;

3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange

Act of 1934 (15 U.S.C. Sections 78c(a)(4) and (5)) or

a bank that satisfies the conditions described in

subsection 3(a)(4)(E) of the Securities Exchange Act

of 1934 (15 U.S.C. Section 78c(a)(4)),

d. an international banking institution, or

e. a person excluded by rule adopted or order issued

under this act;

5. "Commission" means the Oklahoma Securities Commission;

6. "Department" means the Oklahoma Department of Securities;

7. "Depository institution" means:

a. a bank, or

b. a savings institution, trust company, credit union, or

similar institution that is organized or chartered

under the laws of a state or of the United States,

authorized to receive deposits, and supervised and

examined by an official or agency of a state or the

United States if its deposits or share accounts are

insured to the maximum amount authorized by statute by

the Federal Deposit Insurance Corporation, the

National Credit Union Share Insurance Fund, or a

Oklahoma Statutes - Title 71. Securities Page 6

successor authorized by federal law. The term does

not include:

(1) an insurance company or other organization

primarily engaged in the business of insurance,

(2) a Morris Plan bank, or

(3) an industrial loan company that is not an insured

depository institution as defined in Section

3(c)(2) of the Federal Deposit Insurance Act (12

U.S.C. Section 1813(c)(2)) or any successor

federal statute;

8. "Federal covered investment adviser" means a person

registered under the Investment Advisers Act of 1940;

9. "Federal covered security" means a security that is, or upon

completion of a transaction will be, a covered security under

Section 18(b) of the Securities Act of 1933 (15 U.S.C. Section

77r(b)) or rules or regulations adopted pursuant to that provision;

10. "Filing" means the receipt under this act of a record by

the Administrator or a designee of the Administrator;

11. "Fraud," "deceit," and "defraud" are not limited to common

law deceit;

12. "Guaranteed" means guaranteed as to payment of all

principal and all interest;

13. "Institutional investor" means any of the following,

whether acting for itself or for others in a fiduciary capacity:

a. a depository institution or international banking

institution,

b. an insurance company,

c. a separate account of an insurance company,

d. an investment company as defined in the Investment

Company Act of 1940,

e. a broker-dealer registered under the Securities

Exchange Act of 1934,

f. an employee pension, profit-sharing, or benefit plan

if the plan has total assets in excess of Ten Million

Dollars ($10,000,000.00) or its investment decisions

are made by a named fiduciary, as defined in the

Employee Retirement Income Security Act of 1974, that

is a broker-dealer registered under the Securities

Exchange Act of 1934, an investment adviser registered

or exempt from registration under the Investment

Advisers Act of 1940, an investment adviser registered

under this act, a depository institution, or an

insurance company,

g. a plan established and maintained by a state, a

political subdivision of a state, or an agency or

instrumentality of a state or a political subdivision

of a state for the benefit of its employees, if the

Oklahoma Statutes - Title 71. Securities Page 7

plan has total assets in excess of Ten Million Dollars

($10,000,000.00) or its investment decisions are made

by a duly designated public official or by a named

fiduciary, as defined in the Employee Retirement

Income Security Act of 1974, that is a broker-dealer

registered under the Securities Exchange Act of 1934,

an investment adviser registered or exempt from

registration under the Investment Advisers Act of

1940, an investment adviser registered under this act,

a depository institution, or an insurance company,

h. a trust, if it has total assets in excess of Ten

Million Dollars ($10,000,000.00), its trustee is a

depository institution, and its participants are

exclusively plans of the types identified in

subparagraph f or g of this paragraph, regardless of

the size of their assets, except a trust that includes

as participants self-directed individual retirement

accounts or similar self-directed plans,

i. an organization described in Section 501(c)(3) of the

Internal Revenue Code (26 U.S.C. Section 501(c)(3)),

corporation, Massachusetts trust or similar business

trust, limited liability company, or partnership, not

formed for the specific purpose of acquiring the

securities offered, with total assets in excess of Ten

Million Dollars ($10,000,000.00),

j. a small business investment company licensed by the

Small Business Administration under Section 301(c) of

the Small Business Investment Act of 1958 (15 U.S.C.

Section 681(c)) with total assets in excess of Ten

Million Dollars ($10,000,000.00),

k. a private business development company as defined in

Section 202(a)(22) of the Investment Advisers Act of

1940 (15 U.S.C. Section 80b-2(a)(22)) with total

assets in excess of Ten Million Dollars

($10,000,000.00),

l. a federal covered investment adviser acting for its

own account,

m. a "qualified institutional buyer" as defined in Rule

144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted

under the Securities Act of 1933 (17 C.F.R. 230.144A),

n. a "major U.S. institutional investor" as defined in

Rule 15a-6(b)(4)(i) adopted under the Securities

Exchange Act of 1934 (17 C.F.R. 240.15a-6),

o. any other person, other than an individual, of

institutional character with total assets in excess of

Ten Million Dollars ($10,000,000.00) not organized for

the specific purpose of evading this act, or

Oklahoma Statutes - Title 71. Securities Page 8

p. any other person specified by rule adopted or order

issued under this act;

14. "Insurance company" means a company organized as an insurer

whose primary business is writing insurance or reinsuring risks

underwritten by insurance companies and that are subject to

supervision by the insurance commissioner or a similar official or

agency of a state;

15. "Insured" means insured as to payment of all principal and

all interest;

16. "International banking institution" means an international

financial institution of which the United States is a member and

whose securities are exempt from registration under the Securities

Act of 1933;

17. "Investment adviser" means a person that, for compensation,

engages in the business of advising others, either directly or

through publications or writings, as to the value of securities or

the advisability of investing in, purchasing, or selling securities

or that, for compensation and as a part of a regular business,

issues or promulgates analyses or reports concerning securities.

The term includes a financial planner or other person that, as an

integral component of other financially related services, provides

investment advice to others for compensation as part of a business

or that holds itself out as providing investment advice to others

for compensation. The term does not include:

a. an investment adviser representative,

b. a lawyer, accountant, engineer, or teacher whose

performance of investment advice is solely incidental

to the practice of the person's profession,

c. a broker-dealer or its agents whose performance of

investment advice is solely incidental to the conduct

of business as a broker-dealer and that does not

receive special compensation for the investment

advice,

d. a publisher of a bona fide newspaper, news magazine,

or business or financial publication of general and

regular circulation,

e. a bank or savings institution,

f. any other person excluded by the Investment Advisers

Act of 1940 from the definition of investment adviser;

or

g. any other person excluded by rule adopted or order

issued under this act;

18. "Investment adviser representative" means an individual

employed by or associated with an investment adviser or federal

covered investment adviser and who makes any recommendations or

otherwise gives investment advice regarding securities, manages

accounts or portfolios of clients, determines which recommendation

Oklahoma Statutes - Title 71. Securities Page 9

or advice regarding securities should be given, provides investment

advice or holds herself or himself out as providing investment

advice, receives compensation to solicit, offer, or negotiate for

the sale of or for selling investment advice, or supervises

employees who perform any of the foregoing. The term does not

include an individual who:

a. performs only clerical or ministerial acts,

b. is an agent whose performance of investment advice is

solely incidental to the individual acting as an agent

and who does not receive special compensation for

investment advisory services, or

c. is excluded by rule adopted or order issued under this

act;

19. "Issuer" means a person that issues or proposes to issue a

security, subject to the following:

a. the issuer of a voting trust certificate, collateral

trust certificate, certificate of deposit for a

security, or share in an investment company without a

board of directors or individuals performing similar

functions is the person performing the acts and

assuming the duties of depositor or manager pursuant

to the trust or other agreement or instrument under

which the security is issued,

b. the issuer of an equipment trust certificate or

similar security serving the same purpose is the

person by which the property or equipment is or will

be used or to which the property or equipment is or

will be leased or conditionally sold or that is

otherwise contractually responsible for assuring

payment of the certificate,

c. the issuer of a fractional undivided interest in an

oil, gas, or other mineral lease or in payments out of

production under a lease, right, or royalty is the

owner of an interest in the lease or in payments out

of production under a lease, right, or royalty,

whether whole or fractional, that creates fractional

interests for the purpose of sale;

20. "Nonissuer transaction" or "nonissuer distribution" means a

transaction or distribution not directly or indirectly for the

benefit of the issuer;

21. "Offer to purchase" includes an attempt or offer to obtain,

or solicitation of an offer to sell, a security or interest in a

security for value. The term does not include a tender offer that

is subject to Section 14(d) of the Securities Exchange Act of 1934

(15 U.S.C. 78n(d));

22. "Person" means an individual; corporation; business trust;

estate; trust; partnership; limited liability company; association;

Oklahoma Statutes - Title 71. Securities Page 10

joint venture; government, governmental subdivision, agency, or

instrumentality; public corporation; or any other legal or

commercial entity;

23. "Place of business" of a broker-dealer, an investment

adviser, or a federal covered investment adviser means:

a. an office at which the broker-dealer, investment

adviser, or federal covered investment adviser

regularly provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients, or

b. any other location that is held out to the general

public as a location at which the broker-dealer,

investment adviser, or federal covered investment

adviser provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients;

24. "Predecessor act" means the act repealed by Section 53 of

this act;

25. "Price amendment" means the amendment to a registration

statement filed under the Securities Act of 1933 or, if an amendment

is not filed, the prospectus or prospectus supplement filed under

the Securities Act of 1933 that includes a statement of the offering

price, underwriting and selling discounts or commissions, amount of

proceeds, conversion rates, call prices, and other matters dependent

upon the offering price;

26. "Principal place of business" of a broker-dealer or an

investment adviser means the executive office of the broker-dealer

or investment adviser from which the officers, partners, or managers

of the broker-dealer or investment adviser direct, control, and

coordinate the activities of the broker-dealer or investment

adviser;

27. "Promoter" includes:

a. a person who, acting alone or in concert with one or

more persons, takes the entrepreneurial initiative in

founding or organizing the business or enterprise of

an issuer,

b. an officer or director owning securities of an issuer

or a person who owns, beneficially or of record, ten

percent (10%) or more of a class of securities of the

issuer if the officer, director, or person acquires

any of those securities in a transaction within three

(3) years before the filing by the issuer of a

registration statement under this act and the

transaction is not an arms-length transaction, or

c. a member of the immediate family of a person within

subparagraph a or b of this paragraph if the family

member receives securities of the issuer from that

Oklahoma Statutes - Title 71. Securities Page 11

person in a transaction within three (3) years before

the filing by the issuer of a registration statement

under this act and the transaction is not an arms-

length transaction.

For purposes of this subsection, "immediate family" means a

spouse of a person within subparagraph a or b of this paragraph, an

emancipated child residing in such person's household, or an

individual claimed as a dependent by such person for tax purposes;

28. "Record" except in the phrases "of record," "official

record," and "public record," means information that is inscribed on

a tangible medium or that is stored in an electronic or other medium

and is retrievable in perceivable form;

29. "Registration statement" means the documentation provided

to the Securities and Exchange Commission or the Department in

connection with the registration of securities under the Securities

Act of 1933 or this title and includes any amendment thereto and any

report, document, exhibit or memorandum filed as part of such

statement or incorporated therein by reference;

30. "Sale" includes every contract of sale, contract to sell,

or disposition of, a security or interest in a security for value,

and "offer to sell" includes every attempt or offer to dispose of,

or solicitation of an offer to purchase, a security or interest in a

security for value. Both terms include:

a. a security given or delivered with, or as a bonus on

account of, a purchase of securities or any other

thing constituting part of the subject of the purchase

and having been offered and sold for value,

b. a gift of assessable stock involving an offer and

sale, and

c. a sale or offer of a warrant or right to purchase or

subscribe to another security of the same or another

issuer and a sale or offer of a security that gives

the holder a present or future right or privilege to

convert the security into another security of the same

or another issuer, including an offer of the other

security;

31. "Securities and Exchange Commission" means the United

States Securities and Exchange Commission;

32. "Security" means a note; stock; treasury stock; security

future; bond; debenture; evidence of indebtedness; certificate of

interest or participation in a profit-sharing agreement; collateral

trust certificate; preorganization certificate or subscription;

transferable share; investment contract; voting trust certificate;

certificate of deposit for a security; fractional undivided interest

in oil, gas, or other mineral rights; put, call, straddle, option,

or privilege on a security, certificate of deposit, or group or

index of securities, including an interest therein or based on the

Oklahoma Statutes - Title 71. Securities Page 12

value thereof; put, call, straddle, option, or privilege entered

into on a national securities exchange relating to foreign currency;

or, in general, an interest or instrument commonly known as a

"security"; or a certificate of interest or participation in,

temporary or interim certificate for, receipt for, guarantee of, or

warrant or right to subscribe to or purchase, any of the foregoing.

The term:

a. includes both a certificated and an uncertificated

security,

b. does not include an insurance or endowment policy or

annuity contract under which an insurance company

promises to pay a sum of money either in a lump sum or

periodically for life or other specified period,

c. does not include an interest in a contributory or

noncontributory pension or welfare plan subject to the

Employee Retirement Income Security Act of 1974,

d. includes as an "investment contract" an investment in

a common enterprise with the expectation of profits to

be derived primarily from the efforts of a person

other than the investor and a "common enterprise"

means an enterprise in which the fortunes of the

investor are interwoven with those of either the

person offering the investment, a third party, or

other investors,

e. includes as an "investment contract," among other

contracts, an interest in a limited partnership and a

third party managed limited liability company and an

investment in a viatical or life settlement or similar

contract or agreement,

f. includes an investment of money or money's worth

including goods furnished or services performed in the

risk capital of a venture with the expectation of some

benefit to the investor where the investor has no

direct control over the investment or policy decision

of the venture, and

g. does not include an interest in an oil, gas or mineral

lease as part of a transaction between parties, each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals as an

ongoing business or the execution of oil and gas

leases by land, mineral and royalty owners in favor of

a party or parties engaged in the business of

exploring for or producing oil and gas or other

valuable minerals;

33. "Self-regulatory organization" means a national securities

exchange registered under the Securities Exchange Act of 1934, a

national securities association of broker-dealers registered under

Oklahoma Statutes - Title 71. Securities Page 13

the Securities Exchange Act of 1934, a clearing agency registered

under the Securities Exchange Act of 1934, or the Municipal

Securities Rulemaking Board established under the Securities

Exchange Act of 1934;

34. "Sign" means, with present intent to authenticate or adopt

a record:

a. to execute or adopt a tangible symbol, or

b. to attach or logically associate with the record an

electronic symbol, sound, or process;

35. "State" means a state of the United States, the District of

Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States; and

36. "Underwriter" means any person who has purchased from an

issuer or from any other person with a view to, or offers or sells

for an issuer or for any other person in connection with, the

distribution of any security, or participates or has a direct or

indirect participation in any such undertaking, or participates or

has a participation in the direct or indirect underwriting of any

such undertaking. "Underwriter" does not include a person whose

interest is limited to a commission from an underwriter or broker-

dealer not in excess of the usual and customary distributor's or

seller's commission.
Okla. Stat. tit. 71, § 71-908 — OK Code / Title 71 / Section 71-908
Ownership on death - Rights of creditors
Status: in_force

A. On death of a sole owner or the last to die of all multiple

owners, ownership of securities registered in beneficiary form

passes to the beneficiary or beneficiaries who survive all owners.

On proof of death of all owners and compliance with any applicable

requirements of the registering entity, a security registered in

beneficiary form may be reregistered in the name of the beneficiary

or beneficiaries who survived the death of all owners. Until

division of the security after the death of all owners, multiple

beneficiaries surviving the death of all owners hold their interests

as tenants in common.

B. If no beneficiary survives the death of all owners, the

security belongs to the estate of the deceased sole owner or the

estate of the last to die of all multiple owners. A beneficiary

fails to survive if the beneficiary is treated as having predeceased

an owner by operation of Section 178 of Title 15 of the Oklahoma

Statutes.

Oklahoma Statutes - Title 71. Securities Page 190

C. 1. A registration in beneficiary form is not effective

against an estate of a deceased sole owner or a deceased last to die

of multiple owners to transfer to a beneficiary or beneficiaries

sums needed to pay debts, taxes, and expenses of administration,

including statutory allowances to the surviving spouse, minor

children, and dependent children, if other assets of the estate are

insufficient. A TOD beneficiary in whose name a security is

registered after the death of the owner is liable to account to the

deceased owner's personal representative for securities so

registered or their proceeds to the extent necessary to discharge

such claims and charges remaining unpaid after the application of

the assets of the decedent's estate. A proceeding to assert this

liability may not be commenced unless the personal representative

has received a written demand by a surviving spouse, a creditor, or

one acting for a minor dependent child of the decedent, and a

proceeding may not be commenced later than two (2) years following

the death of the decedent. A beneficiary against whom the

proceeding is brought may elect to transfer to the personal

representative the security registered in the name of the

beneficiary after the death of the deceased owner if the beneficiary

still owns the security, or the net proceeds received by the

beneficiary upon disposition of the security by the beneficiary, and

that transfer fully discharges the beneficiary from all liability

under this subsection. Amounts or securities recovered by the

personal representative must be administered as part of the deceased

owner's estate.

2. This subsection does not affect the right of a registering

entity to register a security in the name of the beneficiary, or

make a registering entity liable to the estate of a deceased owner,

except for a reregistration after a registering entity has received

written notice from any claimant to an interest in the security

objecting to implementation of a registration in beneficiary form.
Okla. Stat. tit. 71, § 71-822 — OK Code / Title 71 / Section 71-822
Misleading advertising unlawful
Status: in_force

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

any person, in connection with the offer or sale of any business

opportunity in this state, to publish, circulate or use any

advertising which contains an untrue statement of a material fact or

omits 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.
Okla. Stat. tit. 71, § 71-631 — OK Code / Title 71 / Section 71-631
License required - Exemption
Status: in_force

It is unlawful and shall be deemed a Class D3 felony offense for

any person to transact business in this state as an agent unless the

person has obtained a real estate broker's or real estate sales

associate's license from this state, provided that the provisions of

this section shall not apply to a person whose dealings relate

solely to property exempt under Section 622 of this title or to

transactions exempt under Section 623 of this title.
Okla. Stat. tit. 71, § 71-421 — OK Code / Title 71 / Section 71-421
Exemptions
Status: in_force

This act shall not apply when:

1. The offeror or the target company is a public utility or a

public utility holding company as defined in Section 2 of the

"Public Utility Holding Company Act of 1935," 49 Stat. 803, 15

U.S.C. 79, as amended, and the multinational corporation take-over

bid is subject to approval by the appropriate federal agency as

provided in such act;

2. The offeror or the target company is a bank or a bank

holding company as subject to the "Bank Holding Company Act of

1956," 70 Stat. 133, 12 U.S.C. 1841, and subsequent amendments

thereto, and the multinational corporation take-over bid is subject

to approval by the appropriate federal agency as provided in such

act;

3. The offeror or the target company is a savings and loan

holding company as defined in Section 2 of the "Savings and Loan

Holding Company Amendments of 1967," 82 Stat. 5, 12 U.S.C. 1730A, as

amended, and the multinational corporation take-over bid is subject

to approval by the appropriate federal agency as provided in such

act;

4. The offeror and the target company are banks and the offer

is part of a merger transaction subject to approval by appropriate

federal supervisory authorities; and

5. The offeror or target company is an insurance company

regulated under the Oklahoma Insurance Code.
Okla. Stat. tit. 71, § 71-1-504 — OK Code / Title 71 / Section 71-1-504
Filing of sales and advertising literature
Status: in_force

A. Except as otherwise provided in subsection B of this

section, it is unlawful for a person to distribute a prospectus,

pamphlet, circular, form letter, advertisement, sales literature, or

other advertising communication relating to a security or investment

advice, addressed or intended for distribution to prospective

investors, including clients or prospective clients of a person

registered or required to be registered as an investment adviser

under this act, unless the sales and advertising literature is first

filed with the Department with the fee specified in Section 1-612 of

this title and the Department has responded indicating that the

Administrator has no objection to its distribution or use.

B. This section does not apply to sales and advertising

literature specified in subsection A of this section relating to a

federal covered security, a federal covered investment adviser, or a

security or transaction exempted by Section 1-201, 1-202, or 1-203

of this title except as may be required pursuant to paragraph 7 of

Section 1-201 of this title.
Okla. Stat. tit. 71, § 71-420 — OK Code / Title 71 / Section 71-420
Rules and regulations
Status: in_force

The Administrator may prescribe reasonable rules and

regulations:

1. Defining fraudulent, evasive, deceptive or grossly unfair

practices in connection with multinational corporation take-over

bids, and the terms used in this act;

2. Exempting from this act multinational corporation take-over

bids not made for the purpose of, and not having the effect of,

changing or influencing the control of a target company; and

3. Covering such other matters as are necessary to give effect

to this act.

Oklahoma Statutes - Title 71. Securities Page 121
Okla. Stat. tit. 71, § 71-1-201 — OK Code / Title 71 / Section 71-1-201
Exempt securities
Status: in_force

The following securities are exempt from the requirements of

Sections 1-301 and 1-504 of this title:

1. A security, including a revenue obligation or a separate

security as defined in Rule 131 (17 C.F.R. 230.131) adopted under

the Securities Act of 1933, issued, insured, or guaranteed by the

United States; by a state; by a political subdivision of a state; by

a public authority, agency, or instrumentality of one or more

states; by a political subdivision of one or more states; or by a

person controlled or supervised by and acting as an instrumentality

of the United States under authority granted by the Congress; or a

certificate of deposit for any of the foregoing; however,

notwithstanding the provisions of Section 106(c) of the Secondary

Mortgage Market Enhancement Act of 1984, Public Law 98-440, any

security that is a mortgage related security as that term is defined

in Section 3(a)(41) of the Securities Exchange Act of 1934 shall not

be exempt from Sections 1-301 and 1-504 of this title by virtue of

such Secondary Mortgage Market Enhancement Act but may be exempt

based upon the availability of the exemptions from registration

provided for in this section;

2. A security issued, insured, or guaranteed by a foreign

government with which the United States maintains diplomatic

relations, or any of its political subdivisions, if the security is

recognized as a valid obligation by the issuer, insurer, or

guarantor;

3. A security issued by and representing or that will represent

an interest in or a direct obligation of, or be guaranteed by:

a. an international banking institution,

Oklahoma Statutes - Title 71. Securities Page 15

b. a banking institution organized under the laws of the

United States; a member bank of the Federal Reserve

System; or a depository institution a substantial

portion of the business of which consists or will

consist of receiving deposits or share accounts that

are insured to the maximum amount authorized by

statute by the Federal Deposit Insurance Corporation,

the National Credit Union Share Insurance Fund, or a

successor authorized by federal law or exercising

fiduciary powers that are similar to those permitted

for national banks under the authority of the

Comptroller of the Currency,

c. a trust company or other institution that is

authorized by federal or state law to exercise

fiduciary powers of the type a national bank is

permitted to exercise under the authority of the

Comptroller of the Currency and is supervised and

examined by an official or agency of a state or the

United States, or

d. any other depository institution, unless by rule or

order issued by the Administrator pursuant to Section

1-204 of this title;

4. A security issued by and representing an interest in, or a

debt of, or insured or guaranteed by, an insurance company

authorized to transact insurance business in this state by the

Insurance Commissioner;

5. A security issued or guaranteed by a railroad, other common

carrier, public utility, or public utility holding company that is:

a. regulated in respect to its rates and charges by the

United States or a state,

b. regulated in respect to the issuance or guarantee of

the security by the United States, a state, Canada, or

a Canadian province or territory, or

c. a public utility holding company registered under the

Public Utility Holding Company Act of 2005 or a

subsidiary of such a registered holding company within

the meaning of that act;

6. A federal covered security specified in Section 18(b)(1) of

the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)) or by rule

adopted under that provision or a security listed or approved for

listing on another securities market specified by rule under this

act; a put or a call option contract, a warrant, or a subscription

right on or with respect to such securities; or an option or similar

derivative security on a security or an index of securities or

foreign currencies issued by a clearing agency registered under the

Securities Exchange Act of 1934 and listed or designated for trading

on a national securities exchange, a facility of a national

Oklahoma Statutes - Title 71. Securities Page 16

securities exchange, or a facility of a national securities

association registered under the Securities Exchange Act of 1934 or

the underlying security in connection with the offer, sale, or

exercise of an option or other derivative security that was exempt

when the option or other derivative security was written or issued;

or an option or other derivative security designated by the

Securities and Exchange Commission under Section 9(b) of the

Securities Exchange Act of 1934 (15 U.S.C. Section 78i(b));

7. A security issued by a person organized and operated

exclusively for religious, educational, benevolent, fraternal,

charitable, social, athletic, or reformatory purposes, or as a

chamber of commerce, and not for pecuniary profit, no part of the

net earnings of which inures to the benefit of a private stockholder

or other person, or a security of a company that is excluded from

the definition of an investment company under Section 3(c)(10)(B) of

the Investment Company Act of 1940 (15 U.S.C. Section 80a-

3(c)(10)(B)); except that with respect to the offer or sale of a

note, bond, debenture, or other evidence of indebtedness issued by

such a person, a rule may be adopted under this act limiting the

availability of this exemption by classifying securities, persons,

and transactions, imposing different requirements for different

classes, specifying with respect to subparagraph b of this paragraph

the scope of the exemption, and the grounds for denial or

suspension, and requiring an issuer:

a. to file a notice specifying the material terms of the

proposed offer or sale and copies of any proposed

sales and advertising literature to be used and

providing that the exemption becomes effective if the

Administrator does not disallow the exemption within

the period established by the rule,

b. to file a request for exemption authorization for

which a rule under this title may specify the scope of

the exemption, the requirement of an offering

statement, the filing of sales and advertising

literature, the filing of consent to service of

process in compliance with Section 1-611 of this

title, and grounds for denial or suspension of the

exemption, or

c. to register under Section 1-304 of this title;

8. A member's or owner's interest in, or a retention

certificate or like security given in lieu of a cash patronage

dividend issued by, a cooperative organized and operated as a not

for profit membership cooperative under the cooperative laws of a

state, but not a member's or owner's interest, retention

certificate, or like security sold to persons other than bona fide

members of the cooperative; and

Oklahoma Statutes - Title 71. Securities Page 17

9. An equipment trust certificate with respect to equipment

leased or conditionally sold to a person, if any security issued by

the person would be exempt under this section or would be a federal

covered security under Section 18(b)(1) of the Securities Act of

1933 (15 U.S.C. Section 77r(b)(1)).
Okla. Stat. tit. 71, § 71-462 — OK Code / Title 71 / Section 71-462
Application of provisions of Oklahoma Securities Act
Status: in_force

Oklahoma Statutes - Title 71. Securities Page 133

All of the provisions of the Oklahoma Securities Act which are

not in conflict with the provisions of this act shall apply to any

take-over offer involving a target company in this state.
Okla. Stat. tit. 71, § 71-808 — OK Code / Title 71 / Section 71-808
Disclosure document
Status: in_force

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

offense for any person to offer or sell any business opportunity

required to be registered pursuant to the Oklahoma Business

Opportunity Sales Act unless a written disclosure document as filed

pursuant to Section 807 of this title is delivered to each purchaser

Oklahoma Statutes - Title 71. Securities Page 168

at least ten (10) business days prior to the execution by a

purchaser of any contract or agreement imposing a binding legal

obligation on the purchaser or the payment by a purchaser of any

consideration in connection with the offer or sale of the business

opportunity.

B. The disclosure document shall have a cover sheet which is

entitled, in at least ten-point bold type, "DISCLOSURE REQUIRED BY

THE STATE OF OKLAHOMA". Under the title shall appear the statement

in at least ten-point type that "THE REGISTRATION OF THIS BUSINESS

OPPORTUNITY DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR

ENDORSEMENT BY THE STATE OF OKLAHOMA. THE INFORMATION CONTAINED IN

THIS DISCLOSURE DOCUMENT HAS NOT BEEN VERIFIED BY THIS STATE. IF

YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THIS INVESTMENT, SEEK

PROFESSIONAL ADVICE BEFORE YOU SIGN A CONTRACT OR MAKE ANY PAYMENT.

YOU ARE TO BE PROVIDED TEN (10) BUSINESS DAYS TO REVIEW THIS

DOCUMENT BEFORE SIGNING ANY CONTRACT OR AGREEMENT OR MAKING ANY

PAYMENT TO THE SELLER OR THE SELLER'S REPRESENTATIVE". The seller's

name and principal business address, along with the date of the

disclosure document shall also be provided on the cover sheet. No

other information shall appear on the cover sheet. The disclosure

document shall contain the following information unless the seller

uses a disclosure document as provided in Section 807 of this title:

1. The names and residential addresses of those salespersons

who will engage in the offer or sale of the business opportunity in

this state;

2. The name of the seller; whether the seller is doing business

as an individual, partnership, corporation, limited liability

company, or any other form of business entity; the names under which

the seller has done, is doing or intends to do business; and the

name of any parent or affiliated company that will engage in

business transactions with purchasers or which will take

responsibility for statements made by the seller;

3. The names, addresses and titles of the seller's officers,

directors, trustees, general managers, principal executives, agents

and any other persons charged with responsibility for the seller's

business activities relating to the sale of the business

opportunity;

4. Prior business experience of the seller relating to business

opportunities including:

a. the name, address and a description of any business

opportunity previously offered by the seller,

b. the length of time the seller has offered each such

business opportunity, and

c. the length of time the seller has conducted the

business opportunity currently being offered to the

purchaser;

Oklahoma Statutes - Title 71. Securities Page 169

5. With respect to persons identified in paragraph 3 of

subsection B of this section:

a. a description of the persons' business experience for

the ten-year period preceding filing date of the

disclosure document. The description of business

experience shall list principal occupations and

employers, and

b. a listing of the persons' educational and professional

backgrounds, including the names of schools attended

and degrees received, and any other information that

will demonstrate sufficient knowledge and experience

to perform the services proposed;

6. Whether the seller or any person identified in paragraph 3

of subsection B of this section:

a. has been convicted of any felony, has pleaded nolo

contendere to a felony charge or has been the subject

of any criminal, civil or administrative proceedings

alleging: The violation of any business opportunity

law, securities law, commodities law, franchise law,

fraud or deceit, embezzlement, fraudulent conversion,

restraint of trade, unfair or deceptive practices,

misappropriation of property or comparable

allegations; or

b. has filed in bankruptcy, been adjudged bankrupt, been

reorganized due to insolvency, or was an owner,

principal officer or general partner of any other

person that has so filed or was so adjudged or

reorganized during or within seven (7) years of the

date of the disclosure document;

7. The name(s) of the person(s) identified in paragraph 6 of

subsection B of this section, nature of and parties to the action or

proceeding, court or other forum, date of the institution of the

action, docket reference to the action, current status of the action

or proceeding, terms and conditions or any order or decree, the

penalties or damages assessed and terms of settlement;

8. The initial payment required, or when the exact amount

cannot be determined, a detailed estimate of the amount of the

initial payment to be made to the seller;

9. A detailed description of the actual services the seller

agrees to perform for the purchaser;

10. A detailed description of any training the seller agrees to

provide for the purchaser;

11. A detailed description of services the seller agrees to

perform in connection with the placement of equipment, products or

supplies at a location, as well as any agreement necessary in order

to locate or operate equipment, products or supplies on a premises

neither owned nor leased by the purchaser or seller;

Oklahoma Statutes - Title 71. Securities Page 170

12. A detailed description of any license(s) or permit(s) that

will be necessary in order for the purchaser to engage in or operate

the business opportunity;

13. Any representations made by the seller to the purchaser

concerning sales or earnings that may be made from the business

opportunity, including, but not limited to:

a. the bases or assumptions for any actual, average,

projected or forecasted sales, profits, income or

earnings,

b. the total number of purchasers who, within a period of

three (3) years of the date of the disclosure

document, purchased a business opportunity involving

the product, equipment, supplies or services being

offered to the purchaser, and

c. the total number of purchasers who, within three (3)

years of the date of the disclosure document,

purchased a business opportunity involving the

product, equipment, supplies or services being offered

to the purchaser who, to the seller's knowledge, have

actually received earnings in the amount or range

specified;

14. A detailed description of the elements of a guarantee made

by a seller to a purchaser. Such description shall include, but

shall not be limited to, the duration, terms, scope, conditions and

limitations of the guarantee;

15. A statement describing any contractual restrictions,

prohibitions or limitations on the purchaser's conduct. The seller

shall attach a copy of all business opportunity and other contracts

or agreements proposed for use or in use in this state including,

without limitation, all lease agreements, option agreements and

purchase agreements;

16. The rights and obligations of the seller and the purchaser

regarding termination of the business opportunity contract or

agreement;

17. A statement accurately describing the grounds upon which

the purchaser may initiate legal action to terminate the business

opportunity contract or agreement;

18. A copy of the most recent audited financial statements of

the seller. If the seller's audited financial statements are dated

more than four (4) months prior to the filing of the disclosure

document, the seller shall submit unaudited financial statements for

the interim period;

19. A list of the states in which the business opportunity is

registered;

20. A list of the states in which the disclosure document is on

file;

Oklahoma Statutes - Title 71. Securities Page 171

21. A list of the states which have denied, suspended or

revoked the registration of the business opportunity;

22. A section entitled "Risk Factors" containing a series of

short concise statements summarizing the principal factors which

make the business opportunity a high risk or one of a speculative

nature. Each statement shall include a cross-reference to the page

on which further information regarding that risk factor can be found

in the disclosure document; and

23. Any additional information as the Administrator may require

by rule or order.
Okla. Stat. tit. 71, § 71-643 — OK Code / Title 71 / Section 71-643
Contracts - Voiding - Rescinding - Revoking
Status: in_force

In connection with dispositions of subdivided lands required to

be registered under this Code:

1. Any contract or agreement for the disposition is voidable at

the discretion of the purchasers if the public offering statement

has not been given to the purchasers as required by subsection A of

Section 626 of this Code; and

2. A purchaser has an unconditional right to rescind any

contract, agreement or other evidence of indebtedness, or to revoke

any offer, until five (5) days after the date the purchaser actually

receives a legible copy of the signed contract, agreement or other

evidence of indebtedness or offer and the public offering statement.

Until five (5) days after a purchaser actually receives all

documents, a right to rescind may be exercised. Predating of a

document does not defeat the time in which the right to rescind may

be exercised.
Okla. Stat. tit. 71, § 71-633 — OK Code / Title 71 / Section 71-633
Records - Copies - Inspection - Rules
Status: in_force

A. Agents shall make and keep all accounts, correspondence,

memoranda, papers, books and other records as the Administrator by

rule requires and shall keep them for at least six (6) years, and

for the first three (3) years in a readily accessible location,

unless the Administrator by rule prescribes otherwise. The

Administrator may require that copies of any such records be

provided by the agent to the subdivider for retention and inspection

by the Administrator under such rules as the Administrator may

prescribe. All required records shall be made available to the

Administrator upon request for inspection at his or her office or

such other place as he or she may require. The Administrator may

accept copies of records at his or her discretion.

B. The Administrator may prescribe rules for the conduct of

business by agents as he or she finds appropriate in the public

interest for the protection of purchasers.
Okla. Stat. tit. 71, § 71-622 — OK Code / Title 71 / Section 71-622
Exemptions
Status: in_force

The following lands, lots, interests and evidences of

indebtedness are exempt from Section 621 of this Code:

1. Subdivided land offered or disposed of by the United States,

any state, political subdivision of the state or any agency or

corporate or other instrumentality of one or more of the foregoing;

2. Cemetery lots or interests;

3. Subdivided lands in which there are fewer than twenty lots

or parcels intended for sale or lease, whether immediate or future;

4. Lots on which there is a residential, commercial or

industrial building, or as to which there is a legal obligation on

the part of the seller to construct such building within two (2)

years of the date of disposition;

5. Evidences of indebtedness secured by a real estate mortgage

or deed of trust; and

6. Such interests in subdivided lands as are regulated as

securities under the Oklahoma Securities Act, as provided by this

title, and the Administrator by rule or order exempts.
Okla. Stat. tit. 71, § 71-902 — OK Code / Title 71 / Section 71-902
Definitions
Status: in_force

As used in the Oklahoma Uniform TOD Security Registration Act,

unless the context otherwise requires:

1. "Beneficiary form" means a registration of a security which

indicates the present owner of the security and the intention of the

owner regarding the person who will become the owner of the security

upon the death of the owner;

2. "Devisee" means any person designated in a will to receive a

disposition of real or personal property;

3. "Heirs" means those persons, including the surviving spouse,

who are entitled under the statutes of intestate succession to the

property of a decedent;

4. "Person" means an individual, a corporation, a limited

liability company, an organization, or other legal entity;

5. "Personal representative" includes executor, administrator,

successor personal representative, special administrator, and

persons who perform substantially the same function under the law

governing their status;

6. "Property" includes both real and personal property or any

interest therein and means anything that may be the subject of

ownership;

7. "Register", including its derivatives, means:

a. to issue a certificate showing the ownership of a

certificated security,

b. in the case of an uncertificated security, to initiate

or transfer an account showing ownership of

securities, or

c. in the case of a certificated or uncertificated

security titled in the name of a registering entity or

its nominee on behalf of one or more beneficial

owners, to initiate or transfer an account showing

beneficial ownership of securities;

8. "Registering entity" means a person who originates or

transfers a security title by registration, and includes a broker or

Oklahoma Statutes - Title 71. Securities Page 188

a bank maintaining security accounts for customers and a transfer

agent or other person acting for or as an issuer of securities;

9. "Security" means a share, participation, or other interest

in property, in a business, or in an obligation of an enterprise or

other issuer, and includes a certificated security, an

uncertificated security, and a security account;

10. "Security account" means:

a. a reinvestment account associated with a security, a

securities account with a broker or a bank, a cash

balance in a brokerage account, cash, interest,

earnings, or dividends earned or declared on a

security in an account, a reinvestment account, or a

brokerage account, whether or not credited to the

account before the owner's death, or

b. a cash balance or other property held for or due to

the owner of a security as a replacement for or

product of an account security, whether or not

credited to the account before the owner's death; and

11. "State" includes any state of the United States, the

District of Columbia, the Commonwealth of Puerto Rico, and any

territory or possession subject to the legislative authority of the

United States.
Okla. Stat. tit. 71, § 71-817 — OK Code / Title 71 / Section 71-817
Document filed when received by Administrator - Register
Status: in_force

of applications and orders - Disclosure - Interpretive opinions.

A. A document is filed when it is received by the

Administrator.

B. The Administrator shall keep a register of all applications

for registration pursuant to the Oklahoma Business Opportunity Sales

Act and all orders which have been entered under the act. The

register and all such orders may be maintained in computer form or

any other form of data storage and shall be open for public

inspection.

C. The information contained in or filed with or subsequent to

any application for registration filed pursuant to this title, or

any report filed with the Administrator may be made available to the

public under such rules as the Administrator may prescribe.

Litigation files and investigatory files and reports shall be kept

confidential. If an investigatory file is created as a result of a

complaint, grievance or inquiry, the complaint, grievance or inquiry

shall be a part of such investigatory file and the existence of the

complaint, grievance or inquiry and the matters and documents

contained therein shall not be disclosed except pursuant to this

title. A settlement agreement may, upon determination of the

Administrator, remain part of the investigatory file and may be used

against the person or entity involved only if the person or entity

involved violates the terms of the settlement agreement. The

Administrator may disclose any information obtained in connection

with an investigation pursuant to this title for the purpose of a

civil or administrative action brought by the Administrator, or a

criminal referral. The Administrator may disclose such information

to a law enforcement agency or another governmental or regulatory

entity so long as the receiving entity represents in writing that

under applicable law protections exist to preserve the integrity,

confidentiality, and security of the information.

D. The Administrator in his or her discretion may honor written

requests from interested persons for interpretive opinions or may

issue determinations that the Administrator will not institute

enforcement proceedings against certain specified persons for

Oklahoma Statutes - Title 71. Securities Page 181

engaging in certain specified activities where the determination is

consistent with the purposes fairly intended by the policy and

provisions of this act upon the payment of a fee as set forth in

Section 829 of this title.Oklahoma Statutes - Title 71. Securities Page 4
Okla. Stat. tit. 71, § 71-1-605 — OK Code / Title 71 / Section 71-1-605
Rules, forms, orders, interpretative opinions, and
Status: in_force

hearings.

A. The Administrator may:

1. Issue forms and orders and, after notice and comment, may

adopt and amend rules necessary or appropriate to carry out this act

and may repeal rules, including rules and forms governing

registration statements, applications, notice filings, reports, and

other records;

2. By rule, define terms, whether used in this act, but those

definitions may not be inconsistent with this act; and

3. By rule, classify securities, persons, and transactions and

adopt different requirements for different classes.

B. Under this act, a rule or form may not be adopted or

amended, or an order issued or amended, unless the Administrator

finds that the rule, form, order, or amendment is necessary or

appropriate in the public interest or for the protection of

investors and is consistent with the purposes intended by this act.

In adopting, amending, and repealing rules and forms, Section 1-608

of this title applies in order to achieve uniformity among the

states and coordination with federal laws in the form and content of

registration statements, applications, reports, and other records,

including the adoption of uniform rules, forms, and procedures.

C. Subject to Section 15(i) of the Securities Exchange Act (15

U.S.C. Section 78o(i)) and Section 222 of the Investment Advisers

Act of 1940 (15 U.S.C. Section 80b-18a), the Administrator may

require that a financial statement filed under this act be prepared

in accordance with generally accepted accounting principles in the

United States and comply with other requirements specified by rule

adopted or order issued under this act. A rule adopted or order

issued under this act may establish:

1. Subject to Section 15(i) of the Securities Exchange Act (15

U.S.C. Section 78o(i)) and Section 222 of the Investment Advisors

Oklahoma Statutes - Title 71. Securities Page 78

Act of 1940 (15 U.S.C. Section 80b-18a), the form and content of

financial statements required under this act;

2. Whether unconsolidated financial statements must be filed;

and

3. Whether required financial statements must be audited by an

independent certified public accountant.

D. The Administrator may provide interpretative opinions or

issue determinations that the Administrator will not institute a

proceeding or an action under this act against a specified person

for engaging in a specified act, practice, or course of business if

the determination is consistent with this act. The charge for

interpretative opinions or determinations that the Administrator

will not institute an action or a proceeding under this act shall be

specified in Section 1-612 of this title.

E. A penalty under this act may not be imposed for, and

liability does not arise from, conduct that is engaged in or omitted

in good faith believing it conforms to a rule, form, or order of the

Administrator under this act.

F. A hearing in an administrative proceeding under this act

shall be conducted in public.
Okla. Stat. tit. 71, § 71-661 — OK Code / Title 71 / Section 71-661
Review of orders
Status: in_force

A. Any person aggrieved by final order of the Administrator may

obtain a review by the Commission by filing with the Administrator

within fifteen (15) days after the entry of the order, a written

petition praying that the order be modified or set aside in whole or

in part and stating his ground therefor. The application and

petition shall within sixty (60) days be heard de novo by the

Commission en banc. The applicant may offer evidence and it shall

be the duty of the Administrator to offer such evidence as is relied

upon in the entry of his order and such further evidence as he may

deem relevant. Upon the written request of the party on whose

behalf the appeal is brought, or upon his own motion, the

Administrator shall cause complete stenographic notes to be taken.

If requested by the appealing party, the cost of taking and

transcribing such notes shall be borne by the said appealing party.

If such notes are taken upon the motion of the Administrator, the

cost shall be borne by the Commission. The Commission or a majority

thereof shall make such order as is deemed proper, just and

equitable.

B. Any person aggrieved by a final order of the Commission may

obtain a review of the order by the district court of Oklahoma

County.

Oklahoma Statutes - Title 71. Securities Page 156

C. The commencement of proceedings under this section before

the Commission shall not operate as a stay of the Administrator's

order, unless so ordered by the Commission. The commencement of

proceedings under this section before the district court shall not

operate as a stay of the Commission's order, unless so ordered by

the court.
Okla. Stat. tit. 71, § 71-624 — OK Code / Title 71 / Section 71-624
Burden of proof
Status: in_force

In any proceeding under this Code, the burden of proving an

exemption or an exclusion from a definition is upon the person

claiming it.
Okla. Stat. tit. 71, § 71-906 — OK Code / Title 71 / Section 71-906
Form of registration
Status: in_force

Registration in beneficiary form may be shown by the words

"transfer on death" or the abbreviation "TOD", or by the words "pay

on death" or the abbreviation "POD", after the name of the

registered owner and before the name of a beneficiary.
Okla. Stat. tit. 71, § 71-665 — OK Code / Title 71 / Section 71-665
Dispositions and offers - Application of law - Acceptance
Status: in_force

A. The provisions of this Code concerning dispositions and

offers to dispose of subdivided land apply when a disposition or

offer to dispose is made in this state or when an offer to purchase

is made and accepted in this state. An offer to dispose includes

solicitation of an offer to purchase. The provisions concerning

purchases and offers to purchase apply when a purchase or offer to

purchase is made in this state or an offer to dispose is made and

accepted in this state.

B. For the purpose of this section, an offer to dispose or to

purchase subdivided land is made in this state, whether or not

either party is then present in this state, when the offer

originates from this state or is directed by the offeror to this

state and received by the offeree in this state, but, for the

purpose of Section 621 of this Code, an offer to dispose which is

not directed to or received by the offeree in this state is not made

in this state. An offer which is made to or accepted by a person

who has been induced to travel from this state for the purpose of

receiving the offer or making the acceptance shall be deemed to have

been made or accepted in this state.

C. For the purpose of this section, an offer to purchase or

dispose is accepted in this state when acceptance is communicated to

the offeror in this state. Acceptance is communicated to the

offeror in this state, whether or not either party is then present,

Oklahoma Statutes - Title 71. Securities Page 159

when the offeree directs the acceptance to the offeror in this state

reasonably believing the offeror to be in this state and the

acceptance is received by the offeror in this state.

D. An offer to dispose or to purchase subdivided land is not

made in this state when the publisher circulates or there is

circulated on his behalf in this state any bona fide newspaper or

other publication of general, regular and paid circulation which is

not published in this state, or when a radio or television program

originating outside this state is received in this state.
Okla. Stat. tit. 71, § 71-1-306 — OK Code / Title 71 / Section 71-1-306
Denial, suspension, or revocation of effectiveness of
Status: in_force

registration statement.

A. The Administrator may issue a stop order denying

effectiveness to, or suspending or revoking the effectiveness of, a

registration statement if the Administrator finds that the order is

in the public interest and that:

1. The registration statement as of its effective date or

before the effective date in the case of an order denying

effectiveness, an amendment under subsection J of Section 1-305 of

this title as of its effective date, or a report under subsection I

of Section 1-305 of this title, is incomplete in a material respect

or contains a statement that, in the light of the circumstances

under which it was made, was false or misleading with respect to a

material fact;

2. This act or a rule adopted or order issued under this act or

a condition imposed under this act has been willfully violated, in

connection with the offering, by the person filing the registration

statement; by the issuer, a partner, officer, or director of the

issuer or a person having a similar status or performing a similar

function, a promoter of the issuer, or a person directly or

indirectly controlling or controlled by the issuer, but only if the

person filing the registration statement is directly or indirectly

controlled by or acting for the issuer; or by an underwriter;

3. The security registered or sought to be registered is the

subject of a permanent or temporary injunction of a court of

competent jurisdiction or an administrative stop order or similar

order issued under any federal, foreign, or state law other than

this act applicable to the offering, but the Administrator may not

institute a proceeding against an effective registration statement

under this paragraph more than one (1) year after the date of the

order or injunction on which it is based, and the Administrator may

not issue an order under this paragraph on the basis of an order or

injunction issued under the securities act of another state unless

the order or injunction was based on conduct that would constitute,

as of the date of the order, a ground for a stop order under this

section;

4. The issuer's enterprise or method of business includes or

would include activities that are unlawful where performed;

Oklahoma Statutes - Title 71. Securities Page 36

5. With respect to a security sought to be registered under

Section 1-303 of this title, there has been a failure to comply with

the undertaking required by paragraph 4 of subsection B of Section

1-303 of this title;

6. The applicant or registrant has not paid the filing fee, but

the Administrator shall void the order if the deficiency is

corrected; or

7. The offering:

a. will work or tend to work a fraud upon purchasers or

would so operate, or

b. has been or would be made or is being made with

unreasonable amounts of underwriters' and sellers'

discounts, commissions, or other compensation;

promoters' profits or participation; or unreasonable

amounts or kinds of options, profits, compensation, or

remuneration paid directly or indirectly to any

officer, director, employee, contractor or agent.

B. To the extent practicable, the Administrator by rule adopted

or order issued under this act shall publish standards that provide

notice of conduct that violates paragraph 7 of subsection A of this

section.

C. The Administrator may not institute a stop order proceeding

against an effective registration statement on the basis of conduct

or a transaction known to the Administrator when the registration

statement became effective unless the proceeding is instituted

within thirty (30) days after the registration statement became

effective.

D. The Administrator may summarily revoke, deny, postpone, or

suspend the effectiveness of a registration statement pending final

determination of an administrative proceeding. Upon the issuance of

the order, the Administrator shall promptly notify each person

specified in subsection E of this section that the order has been

issued, the reasons for the revocation, denial, postponement, or

suspension, and that within fifteen (15) days after the receipt of a

request in a record from the person the matter will be scheduled for

a hearing and such hearing shall be commenced within fifteen (15)

days of the matter being set for hearing. If a hearing is not

requested and none is ordered by the Administrator, within thirty

(30) days after the date of service of the order, the order becomes

final. If a hearing is requested or ordered, the Administrator,

after notice of and opportunity for hearing for each person subject

to the order, may modify or vacate the order or extend the order

until final determination.

E. Unless the right to notice and hearing is waived, a stop

order may not be issued under this section without:

Oklahoma Statutes - Title 71. Securities Page 37

1. Appropriate notice to the applicant or registrant, the

issuer, and the person on whose behalf the securities are to be or

have been offered;

2. An opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act.

F. The Administrator may modify or vacate a stop order issued

under this section if the Administrator finds that the conditions

that caused its issuance have changed or that it is necessary or

appropriate in the public interest or for the protection of

investors.
Okla. Stat. tit. 71, § 71-1-503 — OK Code / Title 71 / Section 71-1-503
Evidentiary burden
Status: in_force

A. In a civil action or administrative proceeding under this

act, a person claiming an exemption, exception, preemption, or

exclusion has the burden to prove the applicability of the

exemption, exception, preemption, or exclusion.

B. In a criminal proceeding under this act, a person claiming

an exemption, exception, preemption, or exclusion has the burden of

going forward with evidence of the claim.
Okla. Stat. tit. 71, § 71-910 — OK Code / Title 71 / Section 71-910
Nonprobate transfer - Liability of transferees
Status: in_force

A. In this section, “nonprobate transfer” means a transfer

described in subsection B of this section by an owner whose last

domicile was in this state.

B. A transfer on death resulting from a registration in

beneficiary form is effective by reason of the contract regarding

the registration between the owner and the registering entity and

this act and is not testamentary.

C. A transferee of a nonprobate transfer is subject to

liability to any probate estate of the decedent for allowed claims

against that estate and statutory allowances to the decedent’s

spouse and children to the extent the estate is insufficient to

satisfy those claims and allowances. The liability of a nonprobate

transferee may not exceed the value of nonprobate transfers received

by that transferee.

D. Nonprobate transferees are liable for the insufficiency

described in subsection C in the following order of priority:

1. A transferee designated in the decedent’s will or any other

governing instrument, as provided in the instrument;

2. The trustee of a trust serving as the principal nonprobate

instrument in the decedent’s estate plan as shown by its designation

as devisee of the decedent’s residuary estate or by other facts or

circumstances, to the extent of the value of the nonprobate transfer

received;

Oklahoma Statutes - Title 71. Securities Page 192

3. Other nonprobate transferees, in proportion to the values

received.

E. A provision made in one instrument may direct the

apportionment of the liability among the nonprobate transferees

taking under that or any other governing instrument. If a provision

in one instrument conflicts with a provision in another, the later

one prevails.

F. Upon due notice to a nonprobate transferee, the liability

imposed by this section is enforceable in proceedings in this state,

whether or not the transferee is located in this state.

G. A proceeding under this section may not be commenced unless

the personal representative of the decedent’s estate has received a

written demand for the proceeding from the surviving spouse or a

child, to the extent that statutory allowances are affected, or a

creditor. If the personal representative declines or fails to

commence a proceeding after demand, a person making demand may

commence the proceeding in the name of the decedent’s estate, at the

expense of the person making the demand and not of the estate. A

personal representative who declines in good faith to commence a

requested proceeding incurs no personal liability for declining.

H. A proceeding under this section must be commenced within one

(1) year after the decedent’s death, but a proceeding on behalf of a

creditor whose claim was allowed after proceedings challenging

disallowance of the claim may be commenced within sixty (60) days

after final allowance of the claim.

I. Unless a written notice asserting that a decedent’s estate

is insufficient to pay allowed claims and statutory allowances has

been received from the decedent’s personal representative, a trustee

receiving a nonprobate transfer is released from liability under

this section with respect to any assets distributed to the trust’s

beneficiaries. Each beneficiary to the extent of the distribution

received becomes liable for the amount of the trustee’s liability

attributable to that assets received by the beneficiary.
Okla. Stat. tit. 71, § 71-1-502 — OK Code / Title 71 / Section 71-1-502
Prohibited conduct in providing investment advice
Status: in_force

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

for a person that advises others, for compensation, either directly

or indirectly, or through publications or writings, as to the value

of securities or the advisability of investing in, purchasing or

selling securities, or that, for compensation and as part of a

regular business, issues or promulgates analyses or reports

concerning securities:

1. To employ a device, scheme, or artifice to defraud another

person;

2. To make an untrue statement of a material fact or to omit to

state a material fact necessary in order to make the statement made,

in the light of the circumstances under which it is made, not

misleading; or

3. To engage in an act, practice, or course of business that

operates or would operate as a fraud or deceit upon another person.

B. 1. A rule adopted under this act may define an act,

practice, or course of business of an investment adviser or an

investment adviser representative as fraudulent, deceptive or

manipulative, and prescribe means reasonably designed to prevent

investment advisers and investment adviser representatives from

engaging in acts, practices, and courses of business defined as

fraudulent, deceptive, or manipulative.

2. A rule adopted or order issued under this act may specify

the contents of an investment advisory contract entered into,

extended, or renewed by an investment adviser.
Okla. Stat. tit. 71, § 71-458 — OK Code / Title 71 / Section 71-458
Registration fee
Status: in_force

The Administrator of the Department of Securities shall charge a

filing fee of Five Hundred Dollars ($500.00) for a registration

statement filed by an offeror.
Okla. Stat. tit. 71, § 71-414 — OK Code / Title 71 / Section 71-414
Definitions
Status: in_force

As used in this act:

1. "Multinational take-over bid" means the acquisition by a

multinational corporation of or offer by a multinational corporation

to acquire, pursuant to a tender offer or request or invitation for

tenders, any equity security of a multinational corporation

organized under the laws of this state or having its principal place

of business and substantial assets within this state, if after

Oklahoma Statutes - Title 71. Securities Page 116

acquisition thereof the offeror would, directly or indirectly, be a

record or beneficial owner of more than ten percent (10%) of any

class of the issued and outstanding equity securities of such

corporation. "Multinational corporation take-over bid" shall not

mean:

a. bids made by a dealer for his own account in the

ordinary course of his business of buying and selling

such security,

b. an offer to acquire such equity security solely in

exchange for other securities, or the acquisition of

such equity security pursuant to such offer, for the

sole account of the offeror, in good faith and not for

the purpose of avoiding this act, and not involving

any public offering of such other securities within

the meaning of section 4 of title I of the "Securities

Act of 1933," 48 Stat. 77, 15 U.S.C. 77d (2); as

amended,

c. any other offer to acquire an equity security, or the

acquisition of such equity security pursuant to such

offer, for the sole account of the offeror, from not

more than fifty persons, in good faith and not for the

purpose of avoiding this act, and

d. any tender offer or request or invitation for tenders

to which the target company consents, by action of its

board of directors, if such board of directors has

recommended acceptance thereof to shareholders and the

terms thereof, including any inducements to officers

or directors which are not made available to all

shareholders, have been furnished to shareholders;

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

participates or aids in making, a multinational corporation take-

over bid, and includes persons acting jointly or in concert, or who

intend to exercise jointly or in concert any voting rights attached

to the securities for which such multinational corporation take-over

bid is made;

3. "Offeree" means the beneficial or record owner of securities

which an offeror acquires or offers to acquire in connection with a

multinational corporation take-over bid;

4. "Multinational corporation" means a corporation incorporated

in or having assets or operations in one or more countries other

than the United States, or a corporation controlling, controlled by

or under common control with a corporation incorporated in or having

assets or operations in one or more such countries;

5. "Target company" means a corporation whose securities are or

are to be the subject of a multinational corporation take-over bid;

6. "Equity security" means any shares or similar securities, or

any securities convertible into such securities, or carrying any

Oklahoma Statutes - Title 71. Securities Page 117

warrant or right to subscribe to or purchase such securities, or any

such warrant or right, or any other security which, for the

protection of security holders, is treated as an equity security

pursuant to regulations of the Oklahoma Securities Commission; and

7. "Administrator" means the Securities Administrator appointed

by the Oklahoma Securities Commission.
Okla. Stat. tit. 71, § 71-804 — OK Code / Title 71 / Section 71-804
Denial or revocation of exemption - Orders and violation
Status: in_force

thereof.

A. The Administrator may issue a final order denying or

revoking any exemption specified in Section 803 of this title, not

including the exemption provided for in paragraphs 2 and 7 of

Section 803 of the Oklahoma Business Opportunity Sales Act, with

respect to a particular offering of one or more business

opportunities if the Administrator finds that the order is in the

public interest and that:

1. Any provision of the Oklahoma Business Opportunity Sales Act

or any rule, order or condition lawfully imposed pursuant to the act

has been willfully violated, in connection with the offer or sale of

the business opportunity by the seller, any partner, officer or

director of the seller, any persons occupying a similar status or

Oklahoma Statutes - Title 71. Securities Page 165

performing similar functions, or any person directly or indirectly

controlling or controlled by the seller;

2. The business opportunity is the subject of an administrative

order denying, suspending, or revoking a registration or a permanent

or temporary injunction of any court of competent jurisdiction; but

the Administrator:

a. may not institute a proceeding pursuant to this

paragraph more than one (1) year from the date of the

order or injunction relied on, and

b. may not enter an order pursuant to this paragraph on

the basis of an order or injunction entered under any

other state act unless that order or injunction was

based on facts, other than facts which establish

jurisdiction, which would currently constitute a

ground for an order under this section;

3. The seller's enterprise or method of business, or that of

the business opportunity, includes or would include activities which

are illegal where performed;

4. The business opportunity or the offering of a business

opportunity has worked or tended to work a fraud upon purchasers or

would so operate; or

5. The seller's literature or advertising is misleading,

incorrect, incomplete or deceptive.

Except as provided in subsection B of this section or unless the

right to notice and hearing is waived by the person against whom the

final order is to be issued, no order may be issued under this

section without notice and opportunity for hearing as required by

the Administrative Procedures Act. If the person to whom such

notice is addressed does not request a hearing within fifteen (15)

days after the service of such notice is effective, a final order

shall be issued.

B. If the Administrator makes written findings of fact to

support the conclusion that the public interest will be harmed by

delay in issuing an order pursuant to subsection A of this section,

the Administrator may by order summarily deny or revoke any of the

specified exemptions, not including the exemption provided for in

paragraphs 2 and 7 of Section 803 of this title, pending final

determination of any proceeding under this section. Upon the entry

of the summary order, the Administrator shall promptly notify the

respondent or respondents:

1. That the summary order has been entered and the reasons

therefor;

2. That the person subject to the summary order, if desiring a

hearing, must make written request for a hearing to the

Administrator within fifteen (15) days after service of the notice

is effective;

Oklahoma Statutes - Title 71. Securities Page 166

3. That within fifteen (15) days after receipt by the

Administrator of a written request the matter will be set for

hearing to determine whether the summary order should be modified,

vacated, or extended pending final determination of any proceeding

under subsection A of this section; and

4. That a hearing shall be commenced within fifteen (15) days

of the matter being set for hearing. The summary order shall remain

in effect until the conclusion of the hearing on the summary order

unless the Administrator or the Administrator’s designee extends the

summary order pending a final determination of any proceeding under

subsection A of this section. If no hearing is requested and none

is ordered by the Administrator, the summary order will remain in

effect until it is modified or vacated by the Administrator or the

Administrator’s designee. If a request for hearing on the summary

order is timely made and if the hearing is not commenced by the

Administrator within the time limit set forth herein, the summary

order shall dissolve and an order shall not be issued pursuant to

subsection A of this section except upon reasonable notice and

opportunity for a hearing.

C. No order under this section may operate retroactively.

D. No person may be considered to have violated Section 806 of

this title by reason of any offer or sale effected after the entry

of an order under Section 804 of this title if he or she sustains

the burden of proof that he or she did not know, and in the exercise

of reasonable care could not have known, of the order.
Okla. Stat. tit. 71, § 71-1-604 — OK Code / Title 71 / Section 71-1-604
Administrative enforcement
Status: in_force

A. If the Administrator determines that a person has engaged,

is engaging, or is about to engage in an act, practice, or course of

business constituting a violation of this act or a rule adopted or

order issued under this act or constituting a dishonest or unethical

practice or that a person has materially aided, is materially

aiding, or is about to materially aid an act, practice, or course of

business constituting a violation of this act or a rule adopted or

order issued under this act or constituting a dishonest or unethical

practice, the Administrator may:

1. Issue an order directing the person to cease and desist from

engaging in the act, practice, or course of business or to take

other action necessary or appropriate to comply with this act;

2. Issue an order denying, suspending, revoking, or

conditioning the exemptions for a broker-dealer under subparagraph d

or f of paragraph 1 of subsection B of Section 1-401 of this title

Oklahoma Statutes - Title 71. Securities Page 76

or an investment adviser under subparagraph c of paragraph 2 of

subsection B of Section 1-403 of this title; or

3. Issue an order under Section 1-204 of this title.

B. An order under subsection A of this section is effective on

the date of issuance. Upon issuance of the order, the Administrator

shall promptly serve each person subject to the order with a copy of

the order and a notice that the order has been entered. The order

must include a statement whether the Administrator will seek a civil

penalty or costs of the investigation, a statement of the reasons

for the order, and notice that, within fifteen (15) days after

receipt of a request in a record from the person, the matter will be

scheduled for a hearing and the hearing shall be commenced within

fifteen (15) days of the matter being set for hearing. Any request

for a hearing shall be made in writing and the person making the

request shall specifically admit or deny the allegations contained

in the order. If a person subject to the order does not request a

hearing and none is ordered by the Administrator, within thirty (30)

days after the date of service of the order, the order, that may

include a civil penalty or costs of the investigation if a civil

penalty or costs were sought in the statement accompanying the

order, becomes final as to that person by operation of law. If a

hearing is requested or ordered, the Administrator, after notice of

and opportunity for hearing to each person subject to the order, may

modify or vacate the order or extend it until final determination.

C. If a hearing is requested or ordered pursuant to subsection

B of this section, a hearing must be held pursuant to the

Administrative Procedures Act. A final order may not be issued

unless the Administrator makes findings of fact and conclusions of

law in a record in accordance with the Administrative Procedures

Act. The final order may make final, vacate, or modify the order

issued under subsection A of this section.

D. In a final order under subsection C of this section, the

Administrator may impose a civil penalty up to a maximum of Five

Thousand Dollars ($5,000.00) for a single violation or up to Two

Hundred Fifty Thousand Dollars ($250,000.00) for multiple violations

in a single proceeding or a series of related proceedings.

E. In a final order, the Administrator may charge the actual

cost of an investigation or proceeding for a violation of this act

or a rule adopted or order issued under this act.

F. If a petition for judicial review of a final order is not

filed in accordance with Section 1-609 of this title, the

Administrator may file a certified copy of the final order with the

clerk of a court of competent jurisdiction. The order so filed has

the same effect as a judgment of the court and may be recorded,

enforced, or satisfied in the same manner as a judgment of the

court.

Oklahoma Statutes - Title 71. Securities Page 77

G. If a person does not comply with an order under this

section, the Administrator may petition a court of competent

jurisdiction to enforce the order. The court may not require the

Administrator to post a bond in an action or proceeding under this

section. If the court finds, after service and opportunity for

hearing, that the person was not in compliance with the order, the

court may adjudge the person in civil contempt of the order. The

court may impose a further civil penalty against the person for

contempt in an amount not to exceed One Thousand Dollars ($1,000.00)

for each violation and may grant any other relief the court

determines is just and proper in the circumstances.
Okla. Stat. tit. 71, § 71-901 — OK Code / Title 71 / Section 71-901
Short title
Status: in_force

This act shall be known and may be cited as the "Oklahoma

Uniform TOD Security Registration Act".
Okla. Stat. tit. 71, § 71-818 — OK Code / Title 71 / Section 71-818
Application of act - Offer to sell, communication thereof
Status: in_force

and acceptance - Service of process and agent therefor.

A. The provisions of the Oklahoma Business Opportunity Sales

Act concerning sales and offers to sell apply to persons who sell or

offer to sell when:

1. An offer to sell is made in this state;

2. An offer to purchase is made and accepted in this state; or

3. The purchaser is domiciled in this state and the business

opportunity is or will be operated in this state.

B. For the purpose of this section, an offer to sell is made in

this state, whether or not either party is then present in this

state, when:

1. The offer originates from this state; or

2. The offer is directed by the offeror to this state and

received at the place to which it is directed or at any post office

in this state in the case of a mailed offer.

C. For the purpose of this section, an offer to sell is

accepted in this state when acceptance:

1. Is communicated to the offeror in this state; and

2. Has not previously been communicated to the offeror, orally

or in writing, outside this state; and acceptance is communicated to

the offeror in this state, whether or not either party is then

present in this state when the offeree directs it to the offeror in

this state reasonably believing the offeror to be in this state and

it is received at the place to which it is directed or at any post

office in this state in the case of a mailed acceptance.

D. An offer to sell is not made in this state when:

1. The publisher circulates or there is circulated on his or

her behalf in this state any bona fide newspaper or other

publication of general, regular and paid circulation which is not

published in this state, or which is published in this state but has

had more than two-thirds (2/3) of its circulation outside this state

during the past twelve (12) months; or

2. A radio or television program originating outside this state

is received in this state.

E. Every seller shall file with the Administrator, in such form

as the Administrator may prescribe, an irrevocable consent

appointing the Administrator or the Administrator’s successor in

Oklahoma Statutes - Title 71. Securities Page 182

office to be the seller’s agent to receive service of any lawful

process in any noncriminal suit, action, or proceeding against the

seller or the seller’s successor, executor, or administrator that

arises under the Oklahoma Business Opportunity Sales Act or any rule

or order hereunder after the consent has been filed, with the same

force and validity as if served personally on the person filing the

consent. Service on the Administrator may be made by leaving a copy

of the process in the office of the Administrator, but is not

effective unless:

1. The plaintiff, who may be the Administrator, in a suit,

action, or proceeding instituted by the plaintiff, promptly sends

notice of the service and a copy of the process by certified mail,

return receipt requested and delivery restricted to the addressee,

to the defendant or respondent at the defendant’s or respondent’s

last address on file with the Administrator; and

2. The plaintiff’s affidavit of compliance with this subsection

is filed in the suit, action or proceeding on or before the return

date of the process, if any, or within such further time as the

court, or the Administrator in a proceeding before the

Administrator, allows.

F. When any person, including any nonresident of this state,

engages in conduct prohibited or made actionable by the Oklahoma

Business Opportunity Sales Act or any rule or order hereunder, and

the person has not filed a consent to service of process under

subsection E of this section, that conduct shall be considered

equivalent to the person's appointment of the Administrator or the

Administrator's successor in office to be the person's agent to

receive service of any lawful process in any noncriminal suit,

action or proceeding against the person or the person's successor,

executor or administrator which grows out of that conduct and that

is brought pursuant to the Oklahoma Business Opportunity Sales Act

or any rule or order hereunder with the same force and validity as

if served on the person personally. Service on the Administrator

may be made by leaving a copy of the process in the office of the

Administrator, and it is not effective unless:

1. The plaintiff, who may be the Administrator in a suit,

action or proceeding instituted by the Administrator, promptly sends

notice of the service and a copy of the process by certified mail,

return receipt requested and delivery restricted to the addressee,

to the defendant or respondent at the defendant's or respondent's

last-known address or takes other steps that are reasonably

calculated to give actual notice; and

2. The plaintiff's affidavit of compliance with this subsection

is filed in the suit, action, or proceeding on or before the return

day of the process, if any, or within such further time as the

court, or the Administrator in a proceeding before the

Administrator, allows.

Oklahoma Statutes - Title 71. Securities Page 183

G. Service by mail shall be effective on the date of receipt by

the defendant or respondent or, if refused, on the date of refusal

by the defendant or respondent. Acceptance or refusal of service by

mail by a person who is fifteen (15) years of age or older shall

constitute acceptance or refusal by the party addressed. Acceptance

or refusal by any officer or by any employee of the registered

office or principal place of business who is authorized to or who

regularly receives certified mail shall constitute acceptance or

refusal by the party addressed. A return receipt signed at such

registered office or principal place of business shall be presumed

to have been signed by an employee authorized to receive certified

mail.

H. Refusal by any person to accept delivery of the certified

mail provided for in this section, or the refusal to sign the return

receipt, or the lack of knowledge of the Administrator of any

address to which process may have been mailed, shall not in any

manner affect the legality of the service, and the person shall be

presumed to have had knowledge of the contents of the process.

I. Service as provided for in subsection E or F of this section

may be used in a suit, action, or proceeding before the

Administrator, or by the Administrator where the Administrator is

the moving party. When process is served under this section, the

court, or the Administrator in a proceeding before the

Administrator, shall order such continuance as may be necessary to

afford the defendant or respondent reasonable opportunity to defend.
Okla. Stat. tit. 71, § 71-827 — OK Code / Title 71 / Section 71-827
Construction of act
Status: in_force

The Oklahoma Business Opportunity Sales Act shall be so

construed as to effectuate its general purpose to make uniform the

law of those states which enact it.
Okla. Stat. tit. 71, § 71-1-507 — OK Code / Title 71 / Section 71-1-507
Qualified immunity
Status: in_force

A broker-dealer, agent, investment adviser, federal covered

investment adviser, or investment adviser representative is not

liable to another broker-dealer, agent, investment adviser, federal

covered investment adviser, or investment adviser representative for

defamation relating to an alleged untrue statement that is contained

in a record required by the Administrator, or designee of the

Administrator, the Securities and Exchange Commission, or a self-

regulatory organization, unless it is proven that the person knew,

or should have known at the time that the statement was made, that

it was false in a material respect or the person acted in reckless

disregard of the statement’s truth or falsity.
Okla. Stat. tit. 71, § 71-662 — OK Code / Title 71 / Section 71-662
Rules, forms and orders - Making, amending or rescinding -
Status: in_force

Exemption from liability.

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

forms and orders that are necessary to carry out this Code including

rules and forms governing applications for registration, reports and

defining any terms, whether or not used in this Code, insofar as the

definitions are not inconsistent with this Code. For the purpose of

rules and forms, the Administrator may classify subdivided lands,

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 and for the protection of

purchasers. In prescribing rules and forms, the Administrator may

cooperate with regulatory agencies of other units of government with

a view to achieving maximum uniformity in the form and content of

registration statements, applications, and reports wherever

practicable.

C. The Administrator may by rule or order prescribe the form

and content of financial statements required under this Code, the

circumstances under which consolidated financial statements shall be

filed, and whether any required financial statements shall be

certified by independent or certified public accountants. All

financial statements shall be prepared in accordance with generally

accepted accounting practices unless otherwise permitted by rule or

order.

D. No provision of this Code imposing any liability applies to

any act done or omitted in good faith and 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 to

be invalid for any reason.

E. All rules and forms of the Administrator shall be published.
Okla. Stat. tit. 71, § 71-1-506 — OK Code / Title 71 / Section 71-1-506
Misrepresentations concerning registration or exemption
Status: in_force

The filing of an application for registration, a registration

statement, or a notice filing under this act, or the registration of

Oklahoma Statutes - Title 71. Securities Page 61

a person or security under this act, does not constitute a finding

by the Administrator that a record filed under this act is true,

complete, and not misleading. The filing or registration or the

availability of an exemption, exception, preemption, or exclusion

for a security or a transaction does not mean that the Administrator

has passed upon the merits or qualifications of, or recommended or

given approval to, a person, security, or transaction. It is

unlawful and shall be deemed a Class C2 felony offense to make, or

cause to be made, to a purchaser, customer, client, or prospective

customer or client, a representation inconsistent with this section.