Okla. Stat. tit. 71, § 71-810 — OK Code / Title 71 / Section 71-810
Suspension or revocation of registration - Grounds -
Status: in_force

Procedure.

A. The Administrator may issue a final order denying

effectiveness to, or suspending or revoking effectiveness of, any

Oklahoma Statutes - Title 71. Securities Page 172

registration if the Administrator finds that the order is in the

public interest and that:

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

earlier date in the case of any order denying effectiveness, or any

amendment as of its effective date, or any report is incomplete in

any material respect or contains any statement which was, in the

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

misleading with respect to any material fact;

2. 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 business

opportunity:

a. by the person filing the registration, or

b. by the seller, any partner, officer or director of the

seller, any person occupying a similar status or

performing similar functions, or any person directly

or indirectly controlling or controlled by the seller,

but only if the person filing the registration is

directly or indirectly controlled by or acting for the

seller;

3. The business opportunity registered or sought to be

registered 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 against an effective

registration 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;

4. The seller's enterprise or method of business, or that of

the business opportunity, includes or would include activities which

are illegal where performed;

5. The business opportunity or the offering of a business

opportunity has worked or tended to work a fraud upon purchasers or

would so operate;

6. There has been a failure to file any documents or

information required by Section 807 of this title;

7. The seller has failed to pay the proper filing fee but the

Administrator may enter only a denial order under this paragraph and

the Administrator shall vacate any such order when the deficiency

has been corrected; or

Oklahoma Statutes - Title 71. Securities Page 173

8. The seller's literature or advertising is misleading,

incorrect, incomplete or deceptive.

Except as provided in subsection C of this section or unless the

right to notice and hearing is waived by the person against whom the

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 the notice is effective, an order as provided in this

subsection shall be issued.

B. The Administrator may not institute a proceeding under this

section against an effective registration on the basis of a fact or

transaction known to the Administrator when the registration became

effective unless the proceeding is instituted within thirty (30)

days from the date the registration became effective.

C. 1. 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 postpone or suspend the

effectiveness of the registration 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:

a. that the summary order has been entered and the

reasons therefor,

b. 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,

c. 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

d. that a hearing shall be commenced within fifteen (15)

days of the matter being set for hearing.

2. The summary order shall remain in effect until the

conclusion of the hearing on the summary order unless the

Administrator or his or her designee extends the summary order

pending 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 his or her designee. If

a request for hearing on the summary order is timely made and if

said hearing is not commenced by the Administrator within the time

limit set forth herein, the summary order shall dissolve and a final

Oklahoma Statutes - Title 71. Securities Page 174

order shall not be issued pursuant to subsection A of this section,

except upon reasonable notice and opportunity for a hearing.

D. The Administrator may vacate or modify an order issued under

this section if the Administrator finds that the conditions which

prompted its entry have changed or that it is otherwise in the

public interest to do so.
Okla. Stat. tit. 71, § 71-641 — OK Code / Title 71 / Section 71-641
Fraud - Penalty
Status: in_force

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

subdivider, agent, or affiliate of either, in connection with the

offer or disposition in this state of any subdivided land, directly

or indirectly, to:

1. Employ any device, scheme or artifice to defraud;

2. Make any untrue statement of a material fact or omit to

state a material fact necessary in order to make the statements

made, in light of the circumstances under which they were made, not

misleading; or

3. Engage in any act, practice or course of business which

operates or would operate as a fraud or deceit upon any person.
Okla. Stat. tit. 71, § 71-418 — OK Code / Title 71 / Section 71-418
Copies of information to be filed with certain regulatory
Status: in_force

bodies.

If the offeror or the target company is a banking corporation

subject to regulation by the Banking Department, a building and loan

association subject to regulation by the Building and Loan Board, or

a public utility corporation subject to regulation by the

Corporation Commission, the Administrator shall forthwith, upon

receipt of the filing required under this act, furnish a copy of

such filing to the regulatory body having jurisdiction over the

offeror or target company.
Okla. Stat. tit. 71, § 71-1-402 — OK Code / Title 71 / Section 71-1-402
Agent registration requirement and exemptions
Status: in_force

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

for an individual to transact business in this state as an agent

unless the individual is registered under this act as an agent or is

exempt from registration as an agent under subsection B of this

section.

B. The following individuals are exempt from the registration

requirement of subsection A of this section:

1. An individual who represents a broker-dealer in effecting

transactions in this state limited to those described in Section

15(i)(3) of the Securities Exchange Act of 1934 (15 U.S.C. Section

78o(i)(3));

2. An individual who represents a broker-dealer that is exempt

under subsection B or D of Section 1-401 of this title;

3. An individual who represents an issuer with respect to an

offer or sale of the issuer's own securities or those of the

issuer's parent or any of the issuer's subsidiaries to existing

employees, partners, members or directors of the issuer or the

issuer's parent or any of the issuer's subsidiaries, and who is not

compensated in connection with the individual's participation by the

payment of commissions or other remuneration based, directly or

indirectly, on transactions in those securities;

4. An individual who represents an issuer and who effects

transactions in the issuer's securities exempted by Section 1-202 of

this title, other than paragraphs 11 and 14 of Section 1-202 of this

title;

5. An individual who represents an issuer who effects

transactions solely in federal covered securities of the issuer, but

an individual who effects transactions in a federal covered security

under Section 18(b)(3) or 18(b)(4)(F) of the Securities Act of 1933

(15 U.S.C. Section 77r(b)(3) or 77r(b)(4)(F)) is not exempt if the

individual is compensated in connection with the agent's

Oklahoma Statutes - Title 71. Securities Page 45

participation by the payment of commissions or other remuneration

based, directly or indirectly, on transactions in those securities;

6. An individual who represents a broker-dealer registered in

this state under subsection A of Section 1-401 of this title or

exempt under subsection B of Section 1-401 of this title in the

offer and sale of securities for an account of a nonaffiliated

federal covered investment adviser with investments under management

in excess of One Hundred Million Dollars ($100,000,000.00) acting

for the account of others pursuant to discretionary authority in a

signed record;

7. An individual who represents an issuer in connection with

the purchase of the issuer's own securities;

8. An individual who represents an issuer and who restricts

participation to performing ministerial or clerical work; or

9. Any other individual exempted by rule adopted or order

issued under this act.

C. The registration of an agent is effective only while the

agent is employed by or associated with a broker-dealer registered

under this act or an issuer that is offering, selling or purchasing

its securities in this state.

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

for a broker-dealer, or an issuer engaged in offering, selling, or

purchasing securities in this state, to employ or associate with an

agent who transacts business in this state on behalf of broker-

dealers or issuers unless the agent is registered under subsection A

of this section or exempt from registration under subsection B of

this section.

E. Unless prohibited by rule adopted or order issued under this

act, an individual may act as an agent for more than one broker-

dealer or more than one issuer at a time.

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

for an individual acting as an agent, directly or indirectly, to

conduct business in this state on behalf of a broker-dealer or

issuer if the registration of the individual as an agent is

suspended or revoked under this act; or the individual is barred

from employment or association with a broker-dealer by an order

under this act, the Securities and Exchange Commission, or a self-

regulatory organization; or the individual is subject to an order of

a court of competent jurisdiction temporarily, preliminarily or

permanently enjoining such individual from conducting business in

this state on behalf of a broker-dealer or issuer.
Okla. Stat. tit. 71, § 71-419 — OK Code / Title 71 / Section 71-419
Liabilities, remedies and penalties
Status: in_force

An offeror is subject to the liabilities, penalties and other

provisions applicable to a seller and an offeree is entitled to the

remedies applicable to a purchaser, as set forth in Sections 402 et

seq. of this title.
Okla. Stat. tit. 71, § 71-1-105 — OK Code / Title 71 / Section 71-1-105
Electronic records and signatures
Status: in_force

This Act modifies, limits, and supersedes the federal Electronic

Signatures in Global and National Commerce Act, but does not modify,

limit, or supersede Section 101(c) of that act (15 U.S.C. Section

7001(c)) or authorize electronic delivery of any of the notices

described in Section 103(b) of that act (15 U.S.C. Section 7003(b)).

This Act authorizes the filing of records and signatures, when

specified by provisions of this act or by a rule adopted or order

issued under this act, in a manner consistent with Section 104(a) of

that act (15 U.S.C. Section 7004(a)).
Okla. Stat. tit. 71, § 71-820 — OK Code / Title 71 / Section 71-820
False or misleading statements unlawful
Status: in_force

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

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

the Administrator or in any proceeding pursuant to the Oklahoma

Oklahoma Statutes - Title 71. Securities Page 184

Business Opportunity Sales Act any statement which is, at the time

and in the light of the circumstances under which it is made, false

or misleading in any material respect or, in connection with such

statement, to omit 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, § 71-1-508 — OK Code / Title 71 / Section 71-1-508
Violations - Criminal penalties - Administrative fines
Status: in_force

A. A person who willfully violates this act, or a rule adopted

or order issued under this act, except Section 1-504 of this title

or the notice filing requirements of Section 1-302 or 1-405 of this

title, or that willfully violates Section 1-505 of this title

knowing the statement made to be false or misleading in a material

respect, upon conviction, shall be guilty of a Class C2 felony

offense and shall be fined not more than One Hundred Thousand

Dollars ($100,000.00), or imprisoned as provided for in subsections

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

both such fine and imprisonment. An individual convicted of

violating a rule adopted or order issued under this act may be

fined, but may not be imprisoned, if the individual did not have

knowledge of the rule or order.

B. This act does not limit the power of this state to punish a

person for conduct that constitutes a crime under other laws of this

state.

C. On a criminal matter referred by the Administrator, the

prosecuting attorney may designate and appoint one or more lawyers

of the Department as special assistants as available for the purpose

Oklahoma Statutes - Title 71. Securities Page 62

of assisting in or conducting a criminal prosecution arising by

reason of an investigation or proceeding under this section.
Okla. Stat. tit. 71, § 71-802 — OK Code / Title 71 / Section 71-802
Definitions
Status: in_force

As used in the Oklahoma Business Opportunity Sales Act, Section

801 et seq. of this title, unless otherwise provided:

1. "Administrator" means the Administrator of the Oklahoma

Department of Securities.

2. "Advertising" means any circular, prospectus, advertisement

or other material or any communication by radio, television or other

electronic transmission, newspapers, magazines, pictures or similar

means used in connection with an offer or sale of any business

opportunity.

Oklahoma Statutes - Title 71. Securities Page 160

3. a. "Business opportunity" means a contract or agreement,

between a seller and purchaser, express or implied,

orally or in writing, wherein it is agreed that the

seller or a person recommended by the seller shall

provide to the purchaser any products, equipment,

supplies or services enabling the purchaser to start a

business and the seller represents directly or

indirectly, orally or in writing, that:

(1) The seller or a person recommended by the seller

will provide or assist the purchaser in finding

locations for the use or operation of vending

machines, racks, display cases or other similar

devices, on premises neither owned nor leased by

the purchaser or seller;

(2) The seller or a person recommended by the seller

will provide or assist the purchaser in finding

outlets or accounts for the purchaser's products

or services;

(3) The seller or a person specified by the seller

will purchase any or all products made, produced,

fabricated, grown, bred or modified by the

purchaser;

(4) The seller guarantees that the purchaser will

derive income from the business which exceeds the

price paid to the seller;

(5) The seller will refund all or part of the price

paid to the seller, or repurchase any of the

products, equipment or supplies provided by the

seller or a person recommended by the seller, if

the purchaser is dissatisfied with the business;

or

(6) The seller will provide a marketing plan.

b. "Business opportunity" does not include:

(1) Any offer or sale of an on-going business

operated by the seller and to be sold in its

entirety;

(2) Any offer or sale of a business opportunity to an

on-going business where the seller will provide

products, equipment, supplies or services which

are substantially similar to the products,

equipment, supplies or services sold by the

purchaser in connection with the purchaser's on-

going business;

(3) Any offer or sale of a business opportunity which

involves a marketing plan made in conjunction

with the licensing of a federally registered

trademark or federally registered service mark

Oklahoma Statutes - Title 71. Securities Page 161

provided that the seller has a minimum net worth

of 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 an 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 obligation of the seller with

regard to the offer or sale of any business

opportunity claimed to be excluded under this

division; or

(4) Any offer or sale of a business opportunity by an

executor, administrator, sheriff, marshal,

receiver, trustee in bankruptcy, guardian or

conservator or a judicial offer or sale of a

business opportunity.

4. "Department" means the Oklahoma Department of Securities.

5. "Franchise" means a contract or agreement between a seller

and a purchaser, express or implied, orally or in writing, where it

is agreed that:

a. A franchisee is granted the right to engage in the

business of offering, selling or distributing goods or

services under a marketing plan prescribed in

substantial part by a franchisor; and

b. The operation of the franchisee's business pursuant to

such a plan is substantially associated with the

franchisor's business and trademark, service mark,

trade name, logotype, advertising or other commercial

symbol designating the franchisor or its affiliate.

For the purposes of this paragraph, "franchisee" shall mean a

person to whom a franchise is granted and "franchisor" shall mean a

person who grants a franchise.

6. "Marketing plan" means advice or training, provided to the

purchaser by the seller or a person recommended by the seller,

pertaining to the sale of any products, equipment, supplies or

services and the advice or training includes, but is not limited to,

preparing or providing:

a. Promotional literature, brochures, pamphlets or

advertising materials;

b. Training regarding the promotion, operation or

management of the business opportunity; or

c. Operational, managerial, technical or financial

guidelines or assistance.

Oklahoma Statutes - Title 71. Securities Page 162

7. "Offer" or "offer to sell" includes every attempt to dispose

of a business opportunity for value or solicitation of an offer to

purchase a business opportunity.

8. "On-going business" means an existing business that, for at

least six (6) months prior to the offer, has been operated from a

specific location, has been open for business to the general public

and has substantially all of the equipment and supplies necessary

for operating the business.

9. "Person" means an individual, corporation, trust,

partnership, limited liability company, incorporated or

unincorporated association or any other entity.

10. "Purchaser" means a person who enters into a contract or

agreement for the acquisition of a business opportunity or a person

to whom an offer to sell a business opportunity is directed.

11. "Sale" or "sell" includes every contract or agreement of

sale, contract to sell, disposition of a business opportunity or

interest in a business opportunity for value.

12. "Seller" means a person who sells or offers to sell a

business opportunity or any agent or person who directly or

indirectly acts on behalf of such person.
Okla. Stat. tit. 71, § 71-1-305 — OK Code / Title 71 / Section 71-1-305
Registration filings
Status: in_force

A. A registration statement may be filed by the issuer, a

person on whose behalf the offering is to be made, or a broker-

dealer registered under this act.

B. A person filing a registration statement shall pay the

filing fee set forth in Section 1-612 of this title. If a

registration statement is withdrawn before the effective date or a

preeffective stop order is issued under Section 1-306 of this title,

the Administrator shall retain the fee.

C. A registration statement filed under Section 1-303 and 1-304

of this title must specify:

1. The amount of securities to be offered in this state;

2. The states in which a registration statement or similar

record in connection with the offering has been or is to be filed;

and

3. Any adverse order, judgment, or decree issued in connection

with the offering by a state securities regulator, the Securities

and Exchange Commission, or a court.

D. A record filed under this act within five (5) years

preceding the filing of a registration statement may be incorporated

by reference in the registration statement to the extent that the

record is currently accurate.

E. In the case of a nonissuer distribution, information or a

record may not be required under subsection I of this section or

Section 1-304 of this title, unless it is known to the person filing

the registration statement or to the person on whose behalf the

distribution is to be made or unless it can be furnished by those

persons without unreasonable effort or expense.

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

a condition of registration that a security issued within the

previous five (5) years or to be issued to a promoter for a

consideration substantially less than the public offering price or

to a person for a consideration other than cash be deposited in

escrow; and that the proceeds from the sale of the registered

security in this state be impounded until the issuer receives a

specified amount from the sale of the security either in this state

or elsewhere. The conditions of any escrow or impoundment required

Oklahoma Statutes - Title 71. Securities Page 34

under this subsection may be established by rule adopted or order

issued under this act, but the Administrator may not reject a

depository institution solely because of its location in another

state.

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

a condition of registration that a security registered under this

act be sold only on a specified form of subscription or sale

contract and that a signed or conformed copy of each contract be

filed under this act or preserved for a period specified by the rule

or order, which may not be longer than five (5) years.

H. Except while a stop order is in effect under Section 1-306

of this title, a registration statement is effective for one (1)

year after its effective date, or for any longer period designated

in an order under this act during which the security is being

offered or distributed in a nonexempted transaction by or for the

account of the issuer or other person on whose behalf the offering

is being made or by an underwriter or broker-dealer that is still

offering part of an unsold allotment or subscription taken as a

participant in the distribution. For the purposes of a nonissuer

transaction, all outstanding securities of the same class identified

in the registration statement as a security registered under this

act are considered to be registered while the registration statement

is effective. If any securities of the same class are outstanding,

a registration statement may not be withdrawn until one (1) year

after its effective date. A registration statement may be withdrawn

only with the approval of the Administrator.

I. While a registration statement is effective, the person that

filed the registration statement shall file reports, not more often

than quarterly, to keep the information or other record in the

registration statement reasonably current and to disclose the

progress of the offering.

J. A registration statement may be amended after its effective

date. The posteffective amendment becomes effective when the

Administrator so orders. If a posteffective amendment is made to

increase the number of securities specified to be offered or sold,

the person filing the amendment shall pay a registration fee as

provided in Section 1-612 of this title. A posteffective amendment

relates back to the date of the offering of the additional

securities being registered if, within one (1) year after the date

of the sale, the amendment is filed and the additional registration

fee is paid.

K. The records of an issuer registered or required to be

registered under this act are subject to such reasonable periodic,

special, or other audits or inspections by a representative of the

Administrator, within or without this state, as the Administrator

considers necessary or appropriate in the public interest and for

the protection of investors. An audit or inspection may be made at

Oklahoma Statutes - Title 71. Securities Page 35

any time and without prior notice. The Administrator may copy, and

remove for audit or inspection copies of, all records the

Administrator reasonably considers necessary or appropriate to

conduct the audit or inspection. The Administrator may assess a

reasonable charge for conducting an audit or inspection under this

subsection.
Okla. Stat. tit. 71, § 71-655 — OK Code / Title 71 / Section 71-655
Presumptions - Fraud - Violations
Status: in_force

Neither the fact that a registration statement has been filed

nor the fact that any subdivided lands are registered constitutes a

finding by the Administrator that any document filed under this Code

is true, complete, and not misleading. Neither any such fact nor

the fact that an exemption or exclusion is available for subdivided

land or a transaction means that the Administrator has passed in any

way upon the merits or qualifications of, or recommended or given

approval to, any person, subdivided land or transaction. It is

unlawful to make, or cause to be made, to any prospective purchaser,

any representation inconsistent with the foregoing.
Okla. Stat. tit. 71, § 71-1-510 — OK Code / Title 71 / Section 71-1-510
Rescission offers
Status: in_force

A purchaser, seller, or recipient of investment advice may not

maintain an action under Section 1-509 of this title if:

1. The purchaser, seller, or recipient of investment advice

receives in a record, before the action is instituted:

a. an offer stating the respect in which liability under

Section 1-509 of this title may have arisen and fairly

advising the purchaser, seller, or recipient of

investment advice of that person's rights in

connection with the offer, and any financial or other

information necessary to correct all material

misstatements or omissions in the information that was

required by this act to be furnished to that person at

the time of the purchase, sale, or investment advice,

b. if the basis for relief under this section may have

been a violation of subsection B of Section 1-509 of

this title, an offer to repurchase the security for

cash, payable on delivery of the security, equal to

the consideration paid, and interest at the legal rate

of interest per year from the date of purchase, less

the amount of any income received on the security, or,

Oklahoma Statutes - Title 71. Securities Page 66

if the purchaser no longer owns the security, an offer

to pay the purchaser upon acceptance of the offer

damages in an amount that would be recoverable upon a

tender, less the value of the security when the

purchaser disposed of it, and interest at the legal

rate of interest per year from the date of purchase in

cash equal to the damages computed in the manner

provided in this subsection,

c. if the basis for relief under this section may have

been a violation of subsection C of Section 1-509 of

this title, an offer to tender the security, on

payment by the seller of an amount equal to the

purchase price paid, less income received on the

security by the purchaser, and interest at the legal

rate of interest from the date of the sale, or if the

purchaser no longer owns the security, an offer to pay

the seller upon acceptance of the offer, in cash,

damages in the amount of the difference between the

price at which the security was purchased and the

value the security would have had at the time of the

purchase in the absence of the purchaser's conduct

that may have caused liability and interest at the

legal rate of interest per year from the date of the

sale,

d. if the basis for relief under this section may have

been a violation of subsection D of Section 1-509 of

this title, and if the customer is a purchaser, an

offer to pay as specified in subparagraph b of this

paragraph; or, if the customer is a seller, an offer

to tender or to pay as specified in subparagraph c of

this paragraph,

e. if the basis for relief under this section may have

been a violation of subsection E of Section 1-509 of

this title, an offer to reimburse in cash the

consideration paid for the advice and interest at the

legal rate of interest per year from the date of

payment, or

f. if the basis for relief under this section may have

been a violation of subsection F of Section 1-509 of

this title, an offer to reimburse in cash the

consideration paid for the advice, the amount of any

actual damages that may have been caused by the

conduct, and interest at the legal rate of interest

per year from the date of the violation causing the

loss;

2. An offer under paragraph 1 of this subsection states that it

must be accepted by the purchaser, seller, or recipient of

Oklahoma Statutes - Title 71. Securities Page 67

investment advice within thirty (30) days after the date of its

receipt by the purchaser, seller, or recipient of investment advice,

or any shorter period, of not less than three (3) days, that the

Administrator, by order, specifies;

3. The offeror has the present ability to pay the amount

offered or to tender the security under paragraph 1 of this

subsection;

4. The offer under paragraph 1 of this subsection is delivered

to the purchaser, seller, or recipient of investment advice, or sent

in a manner that ensures receipt by the purchaser, seller, or

recipient of investment advice; and

5. The purchaser, seller, or recipient of investment advice

that accepts the offer under paragraph 1 of this subsection, in a

record within the period specified under paragraph 2 of this

subsection is paid in accordance with the terms of the offer.
Okla. Stat. tit. 71, § 71-459 — OK Code / Title 71 / Section 71-459
Violations - Cease and desist orders - Injunctions
Status: in_force

A. Whenever it appears to the Administrator of the Department

of Securities that any person, including a controlling person of an

offeror or target company, has engaged or is about to engage in any

act or practice constituting a violation of this act or any rule or

order hereunder:

1. He may issue and cause to be served upon any person

violating any of the provisions of this act an order requiring the

person guilty thereof to cease and desist therefrom; and

Oklahoma Statutes - Title 71. Securities Page 131

2. He may bring an action in the district court of Oklahoma

County or the district court in any county where service can be

obtained on one or more of the offenders to enjoin the acts or

practices and to enforce compliance with this act or any rule or

order hereunder.

B. Upon a proper showing, the court may grant a permanent or

temporary injunction or restraining order and may order rescission

of any sales or purchases of securities determined to be unlawful

under this act or any rule or order hereunder. The court shall not

require the Administrator to post a bond.
Okla. Stat. tit. 71, § 71-461 — OK Code / Title 71 / Section 71-461
Liability of offeror - Rights and remedies of seller
Status: in_force

A. Any offeror who purchases a security in connection with a

take-over offer in violation of this act shall be liable to the

person selling the security to him who may sue either at law or in

equity. In an action for rescission the seller shall be entitled to

recover the security, plus any income received by the purchaser

thereon, upon tender of the consideration received. Tender requires

only notice of willingness to pay the amount specified in exchange

for the security. Any notice may be given by service as in civil

actions or by certified mail to the last-known address of the person

liable. Damages are the excess of either the value of the security

on the date of purchase or its present value, whichever is greater,

over the present value of the consideration received for the

security.

B. Every person who directly or indirectly controls a person

liable under subsection A of this section, every partner, principal

executive officer or director of such person, every person occupying

a similar status or performing similar functions, every employee of

such person who materially aids in the act or transaction

constituting the violation, and every broker-dealer or agent who

materially aids in the act or transaction constituting the

violation, is also liable jointly and severally with and to the same

extent as such person, unless the person who would otherwise be so

liable proves that he did not know, and in the exercise of

reasonable care could not have known, of the existence of the facts

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

contribution as in cases of contract among the several persons so

liable.

C. No action may be maintained under this section unless

commenced before the expiration of three (3) years after the act or

transaction constituting the violation or the expiration of one (1)

year after the discovery of the facts constituting the violation,

whichever first expires.

D. The rights and remedies under this act are in addition to

any other rights or remedies that may exist at law or in equity.
Okla. Stat. tit. 71, § 71-829 — OK Code / Title 71 / Section 71-829
Fees and charges - Deposits
Status: in_force

A. Unless otherwise provided for by law, the following shall be

the fees charged pursuant to the provisions of the Oklahoma Business

Opportunity Sales Act. Once paid, the fees shall be nonrefundable.

1. Registration filing fee $250.00

2. Registration renewal fee $150.00

3. Review of sales literature or advertising package $ 50.00

4. Sales report filing fee $ 50.00

5. Interpretive opinion or no-action request $250.00

6. Request for order of exemption $250.00

Oklahoma Statutes - Title 71. Securities Page 187

B. All fees and other charges collected by the Administrator

shall be deposited in the General Revenue Fund, except for the fees

deposited in the Oklahoma Department of Securities Revolving Fund.

The fees deposited in the Oklahoma Department of Securities

Revolving Fund shall be the fees set forth in paragraphs 3, 5, and 6

of subsection A of this section.
Okla. Stat. tit. 71, § 71-1-613 — OK Code / Title 71 / Section 71-1-613
Availability of data for supervision of personnel -
Status: in_force

Sharing of data - Confidentiality.

A. A supervisory agency shall make available to a requesting

agency any data obtained or generated by, and in the possession of,

the supervisory agency and that the requesting agency deems

necessary for review in connection with the supervision of any

person over which the requesting agency has direct supervisory

authority. However, the requested data must relate to the person,

or an affiliate of the person, over which the requesting agency has

direct supervisory authority. An agency has direct supervisory

authority over a person if such authority is specifically provided

by statute, or the agency granted the person's charter, license, or

registration, or otherwise granted permission for the person to

conduct its business in this state.

B. When a requesting agency and a federal regulatory agency or

self-regulatory association have concurrent jurisdiction over a

person, a requesting agency may share with such agency or

Oklahoma Statutes - Title 71. Securities Page 89

association data received from a supervisory agency. However, the

federal regulatory agency or self-regulatory association must return

such shared data to the requesting agency unless the federal

regulatory agency or self-regulatory association has obtained

approval from the supervisory agency to retain the data. The term

"federal regulatory agency" shall not include law enforcement

agencies.

C. 1. Notwithstanding any other statute, rule, or policy

governing or relating to records of the requesting agency, all data

received by a requesting agency from a supervisory agency shall be

and remain confidential and not open to public inspection, subpoena,

or any other form of disclosure while in the possession of the

requesting agency. Any request for inspection, subpoena, or other

form of disclosure shall be directed at the supervisory agency from

which the data originated and disclosure thereof shall be subject to

the laws, rules, and policies governing or relating to records of

the supervisory agency.

2. The provisions of data by a supervisory agency to a

requesting agency under this section shall not constitute a waiver

of, or otherwise affect, any privilege or claim of confidentiality

that a supervisory agency may claim with respect to such data under

any federal laws or laws of this state.

D. A supervisory agency is not required to share original

documents with a requesting agency. A requesting agency shall

reimburse the supervisory agency for costs associated with providing

copies of data to the requesting agency.

E. Nothing in the Oklahoma Financial Privacy Act shall prohibit

the sharing of data as described in this section. Additionally,

neither a supervisory agency nor requesting agency shall be required

to follow any procedure described in the Oklahoma Financial Privacy

Act when sharing data as described in this section.

F. As used in this section:

1. "Affiliate" shall mean any person that controls, is

controlled by, or is under common control with another person. A

person shall be deemed to have "control" over any person if the

person:

a. directly or indirectly or acting through one or more

other persons owns, controls, or has power to vote ten

percent (10%) or more of any class of voting

securities of the other person, or

b. the person controls in any manner the election,

appointment, or designation of a majority of the

directors, trustees, or other managing officers of the

person;

2. "Data" shall mean copies of any documents, reports,

examination reports, letters, correspondence, orders, stipulations,

memorandums of understanding, agreements, or any other records not

Oklahoma Statutes - Title 71. Securities Page 90

open for public inspection generated by a supervisory agency or

obtained by a supervisory agency from the person it supervises,

whether in paper or electronic format. However, "data" shall not

include records that a requesting agency receives from a supervisory

agency pursuant to this section;

3. "Requesting agency" means, as applicable, the Oklahoma State

Banking Department, the Oklahoma Insurance Department, or the

Oklahoma Department of Securities, that requests from a supervisory

agency data relating to a person over which the requesting agency

does not have direct supervisory authority;

4. "Supervision" shall mean any examination, assessment, order,

stipulation, agreement, report, memorandum of understanding, or

other regulatory matter or process that a requesting agency is

authorized to perform in relation to a person; and

5. "Supervisory agency" shall mean, as applicable, the Oklahoma

State Banking Department, the Oklahoma Insurance Department, or the

Oklahoma Department of Securities, that maintains data relating to a

person over which the agency has direct supervisory authority.
Okla. Stat. tit. 71, § 71-1-410 — OK Code / Title 71 / Section 71-1-410
Postregistration requirements
Status: in_force

Oklahoma Statutes - Title 71. Securities Page 53

A. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), a rule adopted or

order issued under this act may establish minimum financial

requirements for broker-dealers registered or required to be

registered under this act and investment advisers registered or

required to be registered under this act.

B. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), a broker-dealer

registered or required to be registered under this act and an

investment adviser registered or required to be registered under

this act shall file such financial reports as are required by a rule

adopted or order issued under this act. If the information

contained in a record filed under this subsection is or becomes

inaccurate or incomplete in a material respect, the registrant shall

promptly file a correcting amendment.

C. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a):

1. A broker-dealer registered or required to be registered

under this act and an investment adviser registered or required to

be registered under this act shall make and maintain the accounts,

correspondence, memoranda, papers, books, and other records as

required by rule adopted or order issued under this act;

2. Broker-dealer records required to be maintained under

paragraph 1 of this subsection may be maintained in any form of data

storage acceptable under Section 17(a) of the Securities Exchange

Act of 1934 (15 U.S.C. Section 78q(a)) if they are readily

accessible to the Administrator; and

3. Investment adviser records required to be maintained under

paragraph 1 of this subsection may be maintained in any form of data

storage required by rule adopted or order issued under this act.

D. The records of a broker-dealer registered or required to be

registered under this act and an investment adviser registered or

required to be registered under this act are subject to such

reasonable periodic, special, or other audits or inspections by a

representative of the Administrator, within or without this state,

as the Administrator considers necessary or appropriate in the

public interest and for the protection of investors. An audit or

inspection may be made at any time and without prior notice. The

Administrator may copy, and remove for audit or inspection copies

of, all records the Administrator reasonably considers necessary or

appropriate to conduct the audit or inspection. The Administrator

may assess a reasonable charge for conducting an audit or inspection

under this subsection.

Oklahoma Statutes - Title 71. Securities Page 54

E. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), an agent may not

have custody of funds or securities of a customer except under the

supervision of a broker-dealer and an investment adviser

representative may not have custody of funds or securities of a

client except under the supervision of an investment adviser or

federal covered investment adviser. A rule adopted or order issued

under this act may prohibit, limit, or impose conditions on a

broker-dealer regarding custody of funds or securities of a customer

and on an investment adviser regarding custody of securities or

funds of a client.

F. With respect to an investment adviser registered or required

to be registered under this act, a rule adopted or order issued

under this act may require that information be furnished or

disseminated to clients or prospective clients in this state as

necessary or appropriate in the public interest and for the

protection of investors and advisory clients.

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

any individual registered under Section 1-402 or 1-404 of this title

to participate in a continuing education program which is approved

by the Securities and Exchange Commission and administered by a

self-regulatory organization or, in the absence of such a program, a

rule adopted or order issued under this act may require continuing

education for an individual registered under Section 1-404 of this

title.
Okla. Stat. tit. 71, § 71-455 — OK Code / Title 71 / Section 71-455
Fraudulent, deceptive and manipulative acts prohibited
Status: in_force

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

any offeror or target company or any controlling person of an

offeror or target company or any broker-dealer acting on behalf of

an offeror or target company to engage in any fraudulent, deceptive

or manipulative acts or practices in connection with a take-over

offer. Fraudulent, deceptive and manipulative acts or practices

include without limitation:

1. The publication or use in connection with the offer of any

false statement of a material fact or the omission to state a

material fact necessary to make the statements made not misleading;

2. The sale by any controlling shareholders of a target company

of any or all of their equity securities to the offeror for a

consideration greater than that to be paid other shareholders

pursuant to the take-over offer or the purchase of any of the

securities of a controlling shareholder of the target company by the

offeror for a consideration greater than that to be paid other

Oklahoma Statutes - Title 71. Securities Page 129

shareholders, the terms of which are not disclosed to the other

shareholders;

3. The refusal by a target company to permit an offeror who is

a shareholder of record to examine its list of shareholders, and to

make extracts therefrom, pursuant to the applicable corporation

statutes, for the purpose of making a take-over offer in compliance

with this act, or in lieu thereof, to mail any solicitation

materials published by the offeror to its security holders with

reasonable promptness after receipt from the offeror of such

materials together with the reasonable expenses of postage and

handling; and

4. The solicitation of any offeree for acceptance or rejection

of a take-over offer or acquisition of any equity security pursuant

to a take-over offer before the take-over offer is effective under

this act or while the offer is suspended under this act.
Okla. Stat. tit. 71, § 71-819 — OK Code / Title 71 / Section 71-819
Fraud or deceit 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, directly or indirectly:

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

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

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; or

3. To engage in any act, practice or course of business which

operates or would operate as a fraud or deceit upon any person.
Okla. Stat. tit. 71, § 71-912 — OK Code / Title 71 / Section 71-912
Construction
Status: in_force

A. The Oklahoma Uniform TOD Security Registration Act shall be

liberally construed and applied to promote its underlying purposes

and policy and to make uniform the laws with respect to the subject

of this act among states enacting it.

B. Unless displaced by the particular provisions of this act,

the principles of law and equity supplement its provisions.
Okla. Stat. tit. 71, § 71-602 — OK Code / Title 71 / Section 71-602
Definitions
Status: in_force

In this Code, unless the context otherwise requires;

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

Securities;

2. "Advertising" means:

a. material published or designed for use in social media

or a newspaper, magazine, or other periodical, or for

radio, television, telephone solicitations or tape

recordings, videotaped displays, signs, billboards,

motion pictures, telephone directories other than

routine listings, websites, other public media, and

any other written or electronic communication

distributed or made generally available to customers

or the public and used in connection with a

disposition, an offer to dispose of, or any inducement

to any person to purchase or acquire an interest in

the title to any subdivided lands including any

leasehold interest or land contract,

b. any material used to induce prospective purchasers to

visit any subdivided lands or submit to a presentation

by a subdivider or any of the subdivider's

representatives or agents including but not limited to

websites, prospectuses, pamphlets, circulars, form

letters, market letters, telemarketing scripts,

seminar texts, research reports, surveys, performance

reports or summaries, and reprints or excerpts of any

Oklahoma Statutes - Title 71. Securities Page 134

other advertisement, sales literature, or published

material, and

c. the entire promotional plan for the disposition of

subdivided lands including promotional displays at

public or private events, parties, dinners, or other

meetings;

Advertising shall not mean stockholder communications including, but

not limited to, annual reports and interim financial reports, proxy

materials, registration statements, securities prospectuses, and

application for listing securities on stock exchanges;

communications addressed to and relating to the account of any

persons who have previously executed a contract for the acquisition

of any of the subdivider's lands except where directed to the

disposition of additional lands; press releases or other

communications delivered to newspapers or other periodicals for

general information or public relations purposes, provided no charge

is made by and nothing of value is given to such newspapers, their

employees or other periodicals for the publication or use of any

part of such communication;

3. "Agent" means any person who, directly or indirectly,

disposes of, or offers to dispose of, or advertises for disposition

any lot in a subdivision and includes a real estate salesman, broker

or subdivider so engaged;

4. "Blanket encumbrance" means any trust deed, mortgage,

judgment, lien or other financial encumbrance securing or evidencing

debt and affecting lands to be subdivided or affecting more than one

lot of subdivided land, and any agreement by which the subdivider

holds more than one lot under an option, contract or deed, contract

to purchase or trust agreement. Blanket encumbrance shall not mean

a lien or other encumbrance arising as a result of the imposition of

a tax assessed by a public authority so long as no portion thereof

is past due;

5. "Commission" means the Oklahoma Securities Commission;

6. "Department" means the Department of Securities;

7. "Disposition" or "dispose of" means every sale, lease,

assignment, award by lottery, option, or exchange of a lot and every

contract for, or contract to do, any of the foregoing for value, or

when given as an incident of any of the foregoing;

8. "Lot" means any portion, parcel, piece, division, unit or

undivided interest in land if such interest includes the right to

the exclusive use of a specified portion of the land;

9. "Notice" means a communication from the Administrator.

Notice to a subdivider shall be deemed complete when personally

served upon the subdivider or mailed to the subdivider at the last-

known address on file with the Administrator;

10. "Offer" means any inducement, solicitation or attempt to

encourage a person to acquire an interest in a lot in a subdivision;

Oklahoma Statutes - Title 71. Securities Page 135

11. "Option" means, and is limited to, an offer to sell or

purchase respecting which a consideration of not more than fifteen

percent (15%) of the total purchase price is exchanged to guarantee

that the offer will not be withdrawn or revoked for an agreed period

of time;

12. "Person" means an individual, corporation, partnership,

association, joint stock company, or trust where the interests of

the beneficiaries are evidenced by a security, an unincorporated

organization, government, political subdivision of a government or

any other entity;

13. "Purchaser" means a person who acquires, attempts to

acquire, is solicited to acquire, or succeeds to any interest in a

lot in a subdivision, excluding a security interest;

14. "Subdivision" and "subdivided land" means any land,

wherever located, whether improved or unimproved, contiguous or not,

which is divided into lots or proposed to be divided for the purpose

of disposition pursuant to a common promotional scheme or plan of

advertising and disposition. If the land is designated or

advertised as a common unit or by a common name, the land shall be

presumed, without regard to the number of lots covered by each

individual offering, to be offered for disposition as part of a

common promotional plan. Where the context so requires, it shall

also include any lot in a subdivision and any interest therein; and

15. "Subdivider" means a person whose interest in subdivided

lands is advertised, offered, or disposed of by the subdivider or

another person.
Okla. Stat. tit. 71, § 71-1-401 — OK Code / Title 71 / Section 71-1-401
Broker-dealer registration requirement and exemptions
Status: in_force

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

for a person to transact business in this state as a broker-dealer,

unless the person is registered under this act as a broker-dealer or

Oklahoma Statutes - Title 71. Securities Page 42

is exempt from registration as a broker-dealer under subsection B or

D of this section.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A broker-dealer without a place of business in this state if

its only transactions effected in this state are with:

a. the issuer of the securities involved in the

transactions,

b. a broker-dealer registered under this act or a broker-

dealer not required to be registered as a broker-

dealer under this act,

c. an institutional investor,

d. a nonaffiliated federal covered investment adviser

with investments under management in excess of One

Hundred Million Dollars ($100,000,000.00) acting for

the account of others pursuant to discretionary

authority in a signed record,

e. a bona fide preexisting customer whose principal place

of residence is not in this state and the person is

registered as a broker-dealer under the Securities

Exchange Act of 1934 or not required to be registered

under the Securities Exchange Act of 1934 and is

registered under the securities act of the state in

which the customer maintains a principal place of

residence,

f. a bona fide preexisting customer whose principal place

of residence is in this state but was not present in

this state when the customer relationship was

established, if:

(1) the broker-dealer is registered under the

Securities Exchange Act of 1934 or the broker-

dealer is not required to be registered under the

Securities Exchange Act of 1934 and is registered

under the securities laws of the state in which

the customer relationship was established and

where the customer had maintained a principal

place of residence, and

(2) within forty-five (45) days after the customer's

first transaction in this state, the person files

an application for registration as a broker-

dealer in this state and a further transaction is

not effected more than seventy-five (75) days

after the date on which the application is filed,

or, if earlier, the date on which the

Administrator notifies the person that the

Administrator has denied the application for

Oklahoma Statutes - Title 71. Securities Page 43

registration or has stayed the pendency of the

application for cause, and

g. not more than three customers in this state during the

previous twelve (12) months, in addition to those

specified in subparagraphs a through f of this

paragraph, if the broker-dealer is registered under

the Securities Exchange Act of 1934 or not required to

be registered under the Securities Exchange Act of

1934 and is registered under the securities act of the

state in which the broker-dealer has its principal

place of business;

2. A person that deals solely in United States government

securities and is supervised as a dealer in government securities by

the Board of Governors of the Federal Reserve System, the

Comptroller of the Currency, the Federal Deposit Insurance

Corporation, or the Office of Thrift Supervision; and

3. Any other person exempted by rule or order under this act.

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

for a broker-dealer, or for an issuer engaged in offering, offering

to purchase, purchasing, or selling securities in this state,

directly or indirectly, to employ or associate with an individual to

engage in an activity related to securities transactions in this

state if the registration of the individual is suspended or revoked

under this act; or the individual is barred from employment or

association with a broker-dealer, an issuer, an investment adviser

or a federal covered investment adviser by an order of the

securities regulator of a state, the Securities and Exchange

Commission, or a self-regulatory organization. A broker-dealer or

issuer does not violate this subsection if the broker-dealer or

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

not have known, of the suspension, revocation, or bar. Upon request

from a broker-dealer or issuer and for good cause shown, an order

under this act may modify or waive the prohibitions of this

subsection.

D. A rule adopted or order issued under this act may permit:

1. A broker-dealer that is registered in Canada or other

foreign jurisdiction and that does not have a place of business in

this state to effect transactions in securities with or for, or

attempt to effect the purchase or sale of any securities by:

a. an individual from Canada or other foreign

jurisdiction that is temporarily present in this state

and with whom the broker-dealer had a bona fide

customer relationship before the individual entered

the United States,

b. an individual from Canada or other foreign

jurisdiction who is present in this state and whose

transactions are in a self-directed tax advantaged

Oklahoma Statutes - Title 71. Securities Page 44

retirement plan of which the individual is the holder

or contributor in that foreign jurisdiction, or

c. an individual who is resident in this state, with whom

the broker-dealer customer relationship arose while

the individual was temporarily or permanently resident

in Canada or the other foreign jurisdiction; and

2. An agent who represents a broker-dealer, that is exempt

under this subsection to effect transactions in securities or

attempt to effect the purchase or sale of any securities in this

state as permitted for a broker-dealer described in paragraph 1 of

this subsection.
Okla. Stat. tit. 71, § 71-1-304 — OK Code / Title 71 / Section 71-1-304
Securities registration by qualification
Status: in_force

A. A security may be registered by qualification under this

section.

B. A registration statement under this section must contain the

information or records specified in Section 1-305 of this title, a

consent to service of process complying with Section 1-611 of this

title, and the following information or records:

1. With respect to the issuer and any significant subsidiary,

its name, address, and form of organization; the state or foreign

jurisdiction and date of its organization; the general character and

location of its business; a description of its physical properties

and equipment; and a statement of the general competitive conditions

in the industry or business in which it is or will be engaged;

2. With respect to each director and officer of the issuer, and

other person having a similar status or performing similar

functions, the person's name, address, and principal occupation for

the previous five (5) years; the amount of securities of the issuer

held by the person as of the 30th day before the filing of the

registration statement; the amount of the securities covered by the

registration statement to which the person has indicated an

intention to subscribe; and a description of any material interest

of the person in any material transaction with the issuer or a

significant subsidiary effected within the previous three (3) years

or proposed to be effected;

Oklahoma Statutes - Title 71. Securities Page 30

3. With respect to persons covered by paragraph 2 of this

subsection, the aggregate sum of the remuneration paid to those

persons during the previous twelve (12) months and estimated to be

paid during the next twelve (12) months, directly or indirectly, by

the issuer, and all predecessors, parents, subsidiaries, and

affiliates of the issuer;

4. With respect to a person owning of record or owning

beneficially, if known, ten percent (10%) or more of the outstanding

shares of any class of equity security of the issuer, the

information or records specified in paragraph 2 of this subsection

other than the person's occupation;

5. With respect to a promoter, if the issuer was organized

within the previous three (3) years, the information or records

specified in paragraph 2 of this subsection, any amount paid to the

promoter within that period or intended to be paid to the promoter,

and the consideration for the payment;

6. With respect to a person on whose behalf any part of the

offering is to be made in a nonissuer distribution, the person's

name and address; the amount of securities of the issuer held by the

person as of the date of the filing of the registration statement; a

description of any material interest of the person in any material

transaction with the issuer or any significant subsidiary effected

within the previous three (3) years or proposed to be effected; and

a statement of the reasons for making the offering;

7. The capitalization and long term debt, on both a current and

pro forma basis, of the issuer and any significant subsidiary,

including a description of each security outstanding or being

registered or otherwise offered, and a statement of the amount and

kind of consideration, whether in the form of cash, physical assets,

services, patents, goodwill, or anything else of value, for which

the issuer or any subsidiary has issued its securities within the

previous two (2) years or is obligated to issue its securities;

8. The kind and amount of securities to be offered; the

proposed offering price or the method by which it is to be computed;

any variation at which a proportion of the offering is to be made to

a person or class of persons other than the underwriters, with a

specification of the person or class; the basis on which the

offering is to be made if otherwise than for cash; the estimated

aggregate underwriting and selling discounts or commissions and

finders' fees, including separately cash, securities, contracts, or

anything else of value to accrue to the underwriters or finders in

connection with the offering or, if the selling discounts or

commissions are variable, the basis of determining them and their

maximum and minimum amounts; the estimated amounts of other selling

expenses, including legal, engineering, and accounting charges; the

name and address of each underwriter and each recipient of a

finder's fee; a copy of any underwriting or selling group agreement

Oklahoma Statutes - Title 71. Securities Page 31

under which the distribution is to be made or the proposed form of

any such agreement whose terms have not yet been determined; and a

description of the plan of distribution of any securities that are

to be offered otherwise than through an underwriter;

9. The estimated monetary proceeds to be received by the issuer

from the offering; the purposes for which the proceeds are to be

used by the issuer; the estimated amount to be used for each

purpose; the order or priority in which the proceeds will be used

for the purposes stated; the amounts of any funds to be raised from

other sources to achieve the purposes stated; the sources of the

funds; and, if a part of the proceeds is to be used to acquire

property, including goodwill, otherwise than in the ordinary course

of business, the names and addresses of the vendors, the purchase

price, the names of any persons that have received commissions in

connection with the acquisition, and the amounts of the commissions

and other expenses in connection with the acquisition, including the

cost of borrowing money to finance the acquisition;

10. A description of any stock options or other security

options outstanding, or to be created in connection with the

offering, and the amount of those options held or to be held by each

person required to be named in paragraph 2, 4, 5, 6 or 8 of this

subsection and by any person that holds or will hold ten percent

(10%) or more in the aggregate of those options;

11. The dates of, parties to, and general effect concisely

stated of each managerial or other material contract made or to be

made otherwise than in the ordinary course of business to be

performed in whole or in part at or after the filing of the

registration statement or that was made within the previous two (2)

years, and a copy of the contract;

12. A description of any pending litigation, action, or

proceeding to which the issuer is a party and that materially

affects its business or assets, and any litigation, action, or

proceeding known to be contemplated by governmental authorities;

13. A copy of any prospectus, pamphlet, circular, form letter,

advertisement, or other sales literature intended as of the

effective date to be used in connection with the offering and any

solicitation of interest used in compliance with subparagraph b of

paragraph 18 of Section 1-202 of this title;

14. A specimen or copy of the security being registered, unless

the security is uncertificated; a copy of the issuer's articles of

incorporation and bylaws or their substantial equivalents, in

effect; and a copy of any indenture or other instrument covering the

security to be registered;

15. A signed or conformed copy of an opinion of counsel

concerning the legality of the security being registered, with an

English translation if it is in a language other than English, which

states whether the security when sold will be validly issued, fully

Oklahoma Statutes - Title 71. Securities Page 32

paid, and nonassessable and, if a debt security, a binding

obligation of the issuer;

16. A signed or conformed copy of a consent of any accountant,

engineer, appraiser, or other person whose profession gives

authority for a statement made by the person, if the person is named

as having prepared or certified a report or valuation, other than an

official record, that is public, which is used in connection with

the registration statement;

17. A balance sheet of the issuer as of a date within four (4)

months before the filing of the registration statement; a statement

of income and changes in financial position for each of the three

(3) fiscal years preceding the date of the balance sheet and for any

period between the close of the immediately previous fiscal year and

the date of the balance sheet, or for the period of the issuer's and

any predecessor's existence if less than three (3) years; and, if

any part of the proceeds of the offering is to be applied to the

purchase of a business, the financial statements that would be

required if that business were the registrant; and

18. Any additional information or records required by rule

adopted or order issued under this act.

C. A registration statement under this section becomes

effective thirty (30) days, or any shorter period provided by rule

adopted or order issued under this act, after the date the

registration statement or the last amendment other than a price

amendment is filed, if:

1. A stop order is not in effect and a proceeding is not

pending under Section 1-306 of this title;

2. The Administrator has not issued an order under Section 1-

306 of this title postponing effectiveness; and

3. The applicant or registrant has not requested that

effectiveness be delayed.

D. The Administrator may delay effectiveness once for not more

than ninety (90) days if the Administrator determines the

registration statement is not complete in all material respects and

promptly notifies the applicant or registrant of that determination.

The Administrator may also delay effectiveness for a further period

of not more than thirty (30) days if the Administrator determines

that the delay is necessary or appropriate.

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

a condition of registration under this section that a prospectus

containing a specified part of the information or record specified

in subsection B of this section be sent or given to each person to

which an offer is made, before or concurrently, with the earliest

of:

1. The first offer made in a record to the person otherwise

than by means of a public advertisement, by or for the account of

the issuer or another person on whose behalf the offering is being

Oklahoma Statutes - Title 71. Securities Page 33

made or by an underwriter or broker-dealer that is offering part of

an unsold allotment or subscription taken by the person as a

participant in the distribution;

2. The confirmation of a sale made by or for the account of the

person;

3. Payment pursuant to such a sale; or

4. Delivery of the security pursuant to such a sale.
Okla. Stat. tit. 71, § 71-642 — OK Code / Title 71 / Section 71-642
Liens and encumbrances
Status: in_force

No person may offer or dispose of lots within a subdivision

required to be registered under this Code which is subject to a

blanket encumbrance, option or contract for deed unless such offer

or disposition is in compliance with such rules as may be prescribed

by the Administrator for the protection of purchasers.
Okla. Stat. tit. 71, § 71-909 — OK Code / Title 71 / Section 71-909
Protections for registering entity
Status: in_force

A. A registering entity is not required to offer or to accept a

request for security registration in beneficiary form. If a

registration in beneficiary form is offered by a registering entity,

the owner requesting registration in beneficiary form assents to the

protections given to the registering entity by this act.

B. By accepting a request for registration of a security in

beneficiary form, the registering entity agrees that the

registration will be implemented on death of the owner as provided

in this act.

C. 1. A registering entity is discharged from all claims to a

security by the estate, creditors, heirs, or devisees of a deceased

Oklahoma Statutes - Title 71. Securities Page 191

owner if it registers a transfer of the security in accordance with

Section 7 of this act and does so in good faith reliance on:

a. the registration,

b. this act, and

c. information provided to it by affidavit of the

personal representative of the deceased owner, or by

the surviving beneficiary or by the surviving

beneficiary's representatives, or other information

available to the registering entity;

2. The protections of this act do not extend to a

reregistration or payment made after a registering entity has

received written notice from any claimant to any interest in the

security objecting to implementation of a registration in

beneficiary form. No other notice or other information available to

the registering entity affects its right to protection under this

act.

D. The protection provided by this act to the registering

entity of a security does not affect the rights of beneficiaries in

disputes between themselves and other claimants to ownership of the

security transferred or its value or proceeds.
Okla. Stat. tit. 71, § 71-658 — OK Code / Title 71 / Section 71-658
Violation of Code - Fine
Status: in_force

A. Any person who willfully violates any provision of this

Code, or any rule under this Code, or any order of which the person

has notice, or who violates Section 654 of this title, knowing or

having reasonable cause to believe that the statement made was false

Oklahoma Statutes - Title 71. Securities Page 153

or misleading in any material respect, shall be guilty of a Class D3

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

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

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

both.

B. The Administrator may refer such evidence as is available

concerning violations of this Code or any rule or order hereunder to

the Attorney General or the district attorney of the appropriate

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

appropriate criminal proceedings. The Attorney General or district

attorney may designate and appoint one or more lawyers of the

Department of Securities as special assistants as available for the

purpose of assisting in or conducting all criminal prosecutions

arising by reason of proceedings under this section.

C. Nothing in this Code 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, § 71-626 — OK Code / Title 71 / Section 71-626
Public offering statements - Contents - Violations - Uses
Status: in_force

A. It shall be unlawful and deemed a Class D3 felony offense

for a person to dispose of an interest in subdivided lands, pursuant

to a registration under this Code, unless a current public offering

statement is delivered to the purchaser at the expense of the

subdivider or the subdivider's agent at least forty-eight (48) hours

prior to any sale, contract to sell or option to purchase and unless

the purchaser is afforded a reasonable opportunity to examine and is

permitted to retain the public offering statement. The subdivider

shall obtain and retain a receipt, signed by the purchaser,

acknowledging receipt of a copy of the public offering statement

prior to the execution by the purchaser of any contract or agreement

for the disposition of any lot in a subdivision, which receipt shall

be kept in the files of the subdivider and be subject to inspection

by the Administrator for a period of three (3) years from the date

the receipt is taken.

Oklahoma Statutes - Title 71. Securities Page 141

B. A public offering statement shall disclose fully and

accurately all material circumstances or features which affect the

subdivided lands or which would be a material consideration in

making the purchasing decision. The proposed public offering

statement shall be submitted to the Administrator as required by

paragraph 20 of Section 625 of this Code and shall be in such form

and contain such information as the Administrator by rule requires

including:

1. The name, principal address, electronic mail address,

website address, and telephone number of the subdivider and the

subdivider's offices and agents in this state;

2. A general description of the subdivided lands including a

statement of the total number of lots to be offered;

3. A statement as to whether the subdivider holds any option to

purchase adjacent properties and, if so, a description of such

option and the location and zoning of the adjacent properties;

4. The assistance, if any, that the subdivider and the

subdivider's agents or affiliates will provide to the purchaser in

the resale of the property and the extent to which the subdivider,

agents, or affiliates will be in competition in the event of resale;

5. The material terms of any encumbrances, easements, liens,

and restrictions including zoning and other regulations affecting

the subdivided lands and each unit or lot, the efforts to remove

such liens or encumbrances, the results of the success or failure

thereof, and all existing taxes and existing or proposed special

taxes or assessments which affect the subdivided lands;

6. The use for which the property is to be offered;

7. Information concerning existing or proposed improvements

including, but not limited to, streets, water supply, levees,

drainage control systems, irrigation systems, sewage disposal

systems and customary utilities and the estimated cost, date of

completion, and responsibility for construction and maintenance of

existing and proposed improvements which are referred to in

connection with the offering or disposition of any lot in subdivided

lands;

8. Such financial statements of the subdivider as the

Administrator may require;

9. The topographic and climatic characteristics of the

subdivided lands and adjacent area;

10. A statement of the existing provisions for access of the

subdivision to community fire protection, the location of primary

and secondary schools, the proximity to municipalities and the

population thereof, the improvements installed or to be installed

including off-site and on-site community and recreational

facilities, by whom they were or are to be installed, maintained or

paid for, and an estimate of completion thereof; and

Oklahoma Statutes - Title 71. Securities Page 142

11. Such additional information as may be required by the

Administrator including any of the information contained in the

application for registration.

C. The public offering statement shall not be used for any

promotional purpose before registration of the subdivided lands and

afterwards it shall be used only in its entirety. It shall be

unlawful for any person to advertise or represent that the

Administrator has approved or recommended the subdivided lands or a

disposition thereof. No portion of the public offering statement

may be underscored, italicized, or printed in larger or heavier or

different colored type than the remainder of the statement unless

required or approved by the Administrator.

D. The Administrator may require the subdivider or the

subdivider's agent to alter or amend the proposed public offering

statement in order to provide full and fair disclosure to

prospective purchasers.
Okla. Stat. tit. 71, § 71-1-407 — OK Code / Title 71 / Section 71-1-407
Succession and change in registration of broker-dealer
Status: in_force

or investment adviser.

A. A broker-dealer or investment adviser may succeed to the

current registration of another broker-dealer or investment adviser

or a notice filing of a federal covered investment adviser, and a

federal covered investment adviser may succeed to the current

registration of an investment adviser or notice filing of another

federal covered investment adviser, by filing as a successor an

application for registration pursuant to Section 1-401 or 1-403 of

this title, or a notice pursuant to Section 1-405 of this title, for

the unexpired portion of the current registration or notice filing.

B. A broker-dealer or investment adviser that changes its form

of organization or state of incorporation or organization may

continue its registration by filing an amendment to its registration

if the change does not involve a material change in its financial

condition or management. The amendment becomes effective when filed

or upon a date designated by the registrant in its filing. The new

organization is a successor to the original registrant for the

purposes of this act. If there is a material change in financial

condition or management, the broker-dealer or investment adviser

shall file a new application for registration. Any predecessor

registered under this act shall stop conducting its securities

business other than winding down transactions and shall file for

withdrawal of broker-dealer or investment adviser registration

within forty-five (45) days after filing its amendment to effect

succession.

C. A broker-dealer or investment adviser that changes its name

may continue its registration by filing an amendment to its

registration. The amendment becomes effective when filed or upon a

date designated by the registrant.

Oklahoma Statutes - Title 71. Securities Page 51

D. A change of control of a broker-dealer or investment adviser

may be made in accordance with a rule adopted or order issued under

this act.
Okla. Stat. tit. 71, § 71-663 — OK Code / Title 71 / Section 71-663
Filing of documents - Register - Inspection - Copies -
Status: in_force

Interpretative opinions.

A. A document is filed when it is received by the

Administrator.

Oklahoma Statutes - Title 71. Securities Page 157

B. The Administrator shall keep a record of all licenses and

registration statements which are or have ever been effective under

this Code and all denial, suspension, or revocation orders which

have been entered under this Code. The record shall be open for

public inspection.

C. The information contained in or filed with any application

for registration or report shall be made available to the public in

accordance with rules prescribed by the Administrator.

D. Subject to the provisions of subsection D of Section 633 of

this Code, the Administrator upon request shall furnish to any

person at a reasonable charge copies, certified under the seal of

office of the Administrator, if certification is requested, of any

entry in the record or any order on file in the office of the

Administrator. Any copy so certified is admissible in evidence in

trials and other proceedings.

E. The Administrator may honor requests from interested persons

for interpretative opinions.
Okla. Stat. tit. 71, § 71-1-103 — OK Code / Title 71 / Section 71-1-103
References to federal statutes
Status: in_force

"Securities Act of 1933" (15 U.S.C. Section 77a et seq.),

"Securities Exchange Act of 1934" (15 U.S.C. Section 78a et seq.),

"Public Utility Holding Company Act of 2005" (42 U.S.C. Section

16451 et seq.), "Investment Company Act of 1940" (15 U.S.C. Section

80a-1 et seq.), "Investment Advisers Act of 1940" (15 U.S.C. Section

80b-1 et seq.), "Employee Retirement Income Security Act of 1974"

(29 U.S.C. Section 1001 et seq.), "National Housing Act" (12 U.S.C.

Section 1701 et seq.), "Commodity Exchange Act" (7 U.S.C. Section 1

et seq.), "Internal Revenue Code" (26 U.S.C. Section 1 et seq.),

"Securities Investor Protection Act of 1970" (15 U.S.C. Section

78aaa et seq.), "Securities Litigation Uniform Standards Act of

1998" (112 Stat. 3227), "Small Business Investment Act of 1958" (15

U.S.C. Section 661 et seq.), "Family Educational Rights and Privacy

Act" (20 U.S.C. Section 1232g), and "Electronic Signatures in Global

and National Commerce Act" (15 U.S.C. Section 7001 et seq.) mean

those statutes and the rules and regulations adopted under those

statutes, as in effect on the date of enactment of this act, or as

later amended.
Okla. Stat. tit. 71, § 71-451 — OK Code / Title 71 / Section 71-451
Short title
Status: in_force

Sections 1 through 12 of this act shall be known and may be

cited as the "Oklahoma Take-over Disclosure Act of 1985".
Okla. Stat. tit. 71, § 71-807 — OK Code / Title 71 / Section 71-807
Registration procedure
Status: in_force

A. In order to register a business opportunity, the seller

shall file with the Administrator a disclosure document prepared

pursuant to Section 808 of this title with the appropriate cover

sheet as required by Section 808 of this title, a consent to service

of process as specified in subsection B of this section, the

appropriate fee set forth in Section 829 of this title, and any

other information determined by the Administrator to be necessary.

B. Every seller shall file the consent to service of process

required by Section 818 of this title.

C. A registration automatically becomes effective upon the

expiration of fifteen (15) full business days after a complete

filing, provided that no order has been issued or that no proceeding

is pending pursuant to Section 810 of this title. The Administrator

may by order waive or reduce the time period prior to effectiveness,

provided that a complete filing has been made. The Administrator

may by order defer the effective date until the expiration of

fifteen (15) full business days after the filing of any amendment.

For purposes of this subsection, a filing shall be deemed complete

upon receipt by the Administrator of the items described in

subsections A and B of this section.

D. The registration is effective for one (1) year commencing on

the day of effectiveness and may be renewed annually upon the filing

of a current disclosure document accompanied by any documents or

information that the Administrator may by rule or order require. A

renewal fee as set forth in Section 829 of this title shall

accompany each request for renewal. Failure to renew upon the close

of the one-year period of effectiveness will result in expiration of

the registration. The Administrator may by rule or order require

the filing of a sales report and payment of a report filing fee as

set forth in Section 829 of this title.

E. The Administrator may by rule or order require the filing of

all proposed literature or advertising prior to its use and payment

of the review fee as set forth in Section 829 of this title for each

sales literature or advertising package.
Okla. Stat. tit. 71, § 71-1-509 — OK Code / Title 71 / Section 71-1-509
Civil liability
Status: in_force

A. Enforcement of civil liability under this section is subject

to the Securities Litigation Uniform Standards Act of 1998.

B. A person is liable to a purchaser if the person sells a

security in violation of Section 1-301 of this title, or by means of

an untrue statement of a material fact or an omission to state a

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

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

the purchaser not knowing the untruth or omission, and the seller

not sustaining the burden of proof that the seller did not know and,

in the exercise of reasonable care, could not have known of the

untruth or omission. An action under this subsection is governed by

the following:

1. The purchaser may maintain an action at law or in equity to

recover the consideration paid for the security, and interest at the

legal rate of interest per year from the date of the purchase, less

the amount of any income received on the security, plus costs, and

reasonable attorneys' fees determined by the court, upon the tender

of the security, or for actual damages as provided in paragraph 3 of

this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of ownership of the security and willingness to

exchange the security for the amount specified. A purchaser that no

longer owns the security may recover actual damages as provided in

paragraph 3 of this subsection.

3. Actual damages in an action arising under this subsection

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

value of the security when the purchaser disposed of it, and

interest at the legal rate of interest per year from the date of

purchase, costs, and reasonable attorneys' fees determined by the

court.

C. A person is liable to the seller if the person buys a

security by means of an untrue statement of a material fact or

omission to state a material fact necessary in order to make the

statement made, in light of the circumstances under which it is

made, not misleading, the seller not knowing of the untruth or

omission, and the purchaser not sustaining the burden of proof that

the purchaser did not know, and in the exercise of reasonable care,

could not have known of the untruth or omission. An action under

this subsection is governed by the following:

Oklahoma Statutes - Title 71. Securities Page 63

1. The seller may maintain an action at law or in equity to

recover the security, and any income received on the security,

costs, and reasonable attorney's fees determined by the court, upon

the tender of the purchase price, or for actual damages as provided

in paragraph 3 of this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of the present ability to pay the amount tendered

and willingness to take delivery of the security for the amount

specified. If the purchaser no longer owns the security, the seller

may recover actual damages as provided in paragraph 3 of this

subsection.

3. Actual damages in an action arising under this subsection

are the difference between the price at which the security was sold

and the value the security would have had at the time of the sale in

the absence of the purchaser's conduct causing liability, and

interest at the legal rate of interest per year from the date of the

sale of the security, costs, and reasonable attorneys' fees

determined by the court.

D. A person acting as a broker-dealer or agent that sells or

buys a security in violation of subsection A of Section 1-401,

subsection A of Section 1-402, or Section 1-506 of this title is

liable to the customer. The customer, if a purchaser, may maintain

an action at law or in equity for recovery of actual damages as

specified in paragraphs 1 through 3 of subsection B of this section;

or, if a seller, a remedy as specified in paragraphs 1 through 3 of

subsection C of this section.

E. A person acting as an investment adviser or investment

adviser representative that provides investment advice for

compensation in violation of subsection A of Section 1-403,

subsection A of Section 1-404, or Section 1-506 of this title is

liable to the client. The client may maintain an action at law or

in equity to recover the consideration paid for the advice, interest

at the legal rate of interest per year from the date of payment,

costs, and reasonable attorney's fees determined by the court.

F. A person that receives directly or indirectly any

consideration for providing investment advice to another person and

that employs a device, scheme, or artifice to defraud the other

person or engages in an act, practice, or course of business that

operates or would operate as a fraud or deceit on the other person,

is liable to the other person. An action under this subsection is

governed by the following:

1. The person defrauded may maintain an action to recover the

consideration paid for the advice and the amount of any actual

damages caused by the fraudulent conduct, interest at the legal rate

of interest per year from the date of the fraudulent conduct, costs,

Oklahoma Statutes - Title 71. Securities Page 64

and reasonable attorney's fees determined by the court, less the

amount of any income received as a result of the fraudulent conduct.

2. This subsection does not apply to a broker-dealer or its

agents, if the investment advice is solely incidental to the conduct

of business as a broker-dealer and no special compensation is

received for the investment advice.

G. The following persons are liable jointly and severally with

and to the same extent as persons liable under subsections B through

F of this section:

1. A person that directly or indirectly controls a person

liable under subsections B through F of this section, unless the

controlling person sustains the burden of proof that the person did

not know, and in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which the

liability is alleged to exist;

2. An individual who is a managing partner, executive officer,

or director of a person liable under subsections B through F of this

section, including an individual having a similar status or

performing similar functions, unless the individual sustains the

burden of proof that the individual did not know and, in the

exercise of reasonable care could not have known, of the existence

of the conduct by reason of which the liability is alleged to exist;

3. An individual who is an employee of or associated with a

person liable under subsections B through F of this section and who

materially aids the conduct giving rise to the liability, unless the

individual sustains the burden of proof that the individual did not

know and, in the exercise of reasonable care could not have known,

of the existence of the conduct by reason of which the liability is

alleged to exist;

4. A person that is a broker-dealer, agent, investment adviser,

or investment adviser representative that materially aids the

conduct giving rise to the liability under subsections B through F

of this section, unless the person sustains the burden of proof that

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

could not have known, of the existence of the conduct by reason of

which liability is alleged to exist; and

5. Any other person who materially aids in the conduct giving

rise to the liability under subsections B through F of this section,

unless the person sustains the burden or proof that the person did

not know and, in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which liability

is alleged to exist.

H. A person liable under this section has a right of

contribution as in cases of contract against any other person liable

under this section for the same conduct.

I. A cause of action under this section survives the death of

an individual who might have been a plaintiff or defendant.

Oklahoma Statutes - Title 71. Securities Page 65

J. A person may not obtain relief:

1. Under subsection B of this section for violation of Section

1-301 of this title, or under subsection D or E of this section,

unless the action is commenced within one (1) year after the

violation occurred; or

2. Under subsection B of this section, other than for violation

of Section 1-301 of this title, or under subsection C or F of this

section, unless the action is instituted within the earlier of two

(2) years after discovery of the facts constituting the violation or

five (5) years after such violation.

K. A person that has made, or has engaged in the performance

of, a contract in violation of this act or a rule adopted or order

issued under this act, or that has acquired a purported right under

the contract with knowledge of conduct by reason of which its making

or performance was in violation of this act, may not base an action

on the contract.

L. A condition, stipulation, or provision binding a person

purchasing or selling a security or receiving investment advice to

waive compliance with this act or a rule adopted or order issued

under this act is void.

M. The rights and remedies provided by this act are in addition

to any other rights or remedies that may exist, but this act does

not create a cause of action not specified in this section.
Okla. Stat. tit. 71, § 71-457 — OK Code / Title 71 / Section 71-457
Powers of Administrator - Rules and forms - Exemptions
Status: in_force

from act.

A. In administering the provisions of this act, the

Administrator of the Department of Securities may exercise all

powers granted to him under the Oklahoma Securities Act, which are

not inconsistent with this act.

B. The Administrator may make and adopt such rules and forms as

are necessary to carry out the purposes of this act, including,

without limitation, rules defining terms used in this act.

C. The Administrator may by rule or order exempt from any

provisions of this act any proposed take-over offer or any category

or type of take-over offer which the Administrator determines does

not have the purpose or effect of changing or influencing the

control of a target company or where he determines that compliance

with this act is not necessary for the protection of the offerees,

and the Administrator may similarly exempt any persons from the

requirement of filing statements under this act.
Okla. Stat. tit. 71, § 71-824 — OK Code / Title 71 / Section 71-824
Violations - Civil actions
Status: in_force

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

808, subsection A of Section 809 or Section 811 of this title, is

liable to the purchaser who may sue either at law or in equity for

rescission, for recovery of all money and other valuable

consideration paid for the business opportunity and for actual

damages, together with interest at the legal rate from the date of

sale, reasonable attorney's fees and court costs.

B. Any person who violates Sections 819, 821, or 822 of this

title is liable to the purchaser who may sue either at law or in

equity for rescission, for recovery of all money or other valuable

consideration paid for the business opportunity and for actual

damages, together with interest at the legal rate from the date of

sale, reasonable attorney's fees and court costs.
Okla. Stat. tit. 71, § 71-621 — OK Code / Title 71 / Section 71-621
Registration - Violations
Status: in_force

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

person to offer or dispose of any interest in subdivided land

located in this state or to offer or dispose in this state of any

subdivided land located without this state unless it is registered

under this Code or the land or transaction is exempt under Sections

622 or 623 of this Code.

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

subdivider or registrant of subdivided lands registered under this

Code, or any person in control of, controlled by, or under common

control with the subdivider or registrant, or any agent, to offer or

dispose of any of the registered subdivided land if the subdivider

or registrant is in violation of this Code, or any rule promulgated

under this Code, or any order issued under this Code of which he has

notice, or if the registration statement relating to the subdivided

lands, as of the date of such offer or disposition, is incomplete in

any material respect or contains any statement which is false or

misleading with respect to any material fact.

Oklahoma Statutes - Title 71. Securities Page 136
Okla. Stat. tit. 71, § 71-828 — OK Code / Title 71 / Section 71-828
Oklahoma Securities Act - Application
Status: in_force

All of the administrative procedures applicable to

investigations and proceedings conducted pursuant to the Oklahoma

Uniform Securities Act of 2004 which are not in conflict with the

provisions of this title shall apply to any offer and/or sale of a

business opportunity in this state.
Okla. Stat. tit. 71, § 71-1-405 — OK Code / Title 71 / Section 71-1-405
Federal covered investment adviser registration
Status: in_force

requirement and exemptions.

A. Except with respect to a federal covered investment adviser

described in subsection B of this section, it is unlawful for a

federal covered investment adviser to transact business in this

state as a federal covered investment adviser unless the federal

covered investment adviser complies with subsection C of this

section.

B. The following federal covered investment advisers are not

required to comply with subsection C of this section:

1. A federal covered investment adviser without a place of

business in this state if its only clients in this state are:

a. federal covered investment advisers, investment

advisers registered under this act, and broker-dealers

registered under this act,

Oklahoma Statutes - Title 71. Securities Page 49

b. institutional investors,

c. bona fide preexisting clients whose principal places

of residence are not in this state, or

d. other clients specified by rule adopted or order

issued under this act;

2. A federal covered investment adviser without a place of

business in this state if the person has had, during the preceding

twelve (12) months, not more than five clients that are residents in

this state in addition to those specified under paragraph 1 of this

subsection; and

3. Any other person excluded by rule adopted or order issued

under this act.

C. A person acting as a federal covered investment adviser, not

excluded under subsection B of this section, shall file a notice

containing a consent to service of process complying with Section 1-

611 of this title, such records as have been filed with the

Securities and Exchange Commission under the Investment Advisers Act

of 1940 required by rule or order under this act, and the fee

specified in Section 1-612 of this title.

D. The notice under subsection C of this section becomes

effective upon its filing and expires at midnight on December 31

each year.
Okla. Stat. tit. 71, § 71-907 — OK Code / Title 71 / Section 71-907
Effect of registration
Status: in_force

The designation of a TOD beneficiary on a registration in

beneficiary form has no effect on ownership until the owner's death.

A registration of a security in beneficiary form may be canceled or

changed at any time by the sole owner or all then surviving owners

without the consent of the beneficiary. The designation of a TOD

beneficiary on a registration in beneficiary form shall be subject

to the provisions of Section 178 of Title 15 of the Oklahoma

Statutes.
Okla. Stat. tit. 71, § 71-666 — OK Code / Title 71 / Section 71-666
Liens and encumbrances
Status: in_force

Notwithstanding any other provision of this Code, nothing

contained herein shall apply to or invalidate the lien of a

mortgagee who is not affiliated with the subdivider, when such lien

attaches to land pledged as collateral in a transaction negotiated

directly with the purchaser.
Okla. Stat. tit. 71, § 71-454 — OK Code / Title 71 / Section 71-454
Solicitation materials - Filing - Prohibited use
Status: in_force

Copies of all advertisements, circulars, letters or other

materials published by the offeror or the target company, soliciting

or requesting the acceptance or rejection of the take-over offer,

shall be filed with the Administrator of the Department of

Securities and sent to the target company or offeror, respectively,

not later than the time copies of such solicitation materials are

first published or used or sent to offerees. The Administrator may

prohibit the use of any solicitation materials deemed false or

misleading.
Okla. Stat. tit. 71, § 71-416 — OK Code / Title 71 / Section 71-416
Statutory procedure must be followed
Status: in_force

No offeror may conclude a multinational corporation take-over

bid or pay for any securities prior to the conclusion of the

procedures set forth in this act.
Okla. Stat. tit. 71, § 71-1-101 — OK Code / Title 71 / Section 71-1-101
Short title
Status: in_force

This act shall be known and may be cited as the "Oklahoma

Uniform Securities Act of 2004".
Okla. Stat. tit. 71, § 71-1-104 — OK Code / Title 71 / Section 71-1-104
References to federal agencies
Status: in_force

A reference in this act to an agency or department of the United

States is also a reference to a successor agency or department.
Okla. Stat. tit. 71, § 71-815 — OK Code / Title 71 / Section 71-815
Review of orders
Status: in_force

A. Any person aggrieved by a final order of the Administrator

may obtain a review by the Oklahoma Securities Commission by filing

with the Oklahoma Securities Commission at the offices of the

Department of Securities, 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 the ground therefor.

The petition, the record upon which the final order was issued, and

written briefs submitted by the appealing parties and the

Administrator shall be reviewed by the Oklahoma Securities

Commission. The cost of preparing the record of the administrative

hearing shall be borne by the appealing parties. Oral argument by

all parties shall be heard by the Oklahoma Securities Commission en

banc unless waived by the party. Other than newly discovered

evidence, additional evidence may only be presented by the appealing

party and/or the Administrator on the request of the Oklahoma

Securities Commission. Upon the written request of the party on

Oklahoma Statutes - Title 71. Securities Page 179

whose behalf the appeal is brought, or upon his own motion, the

Administrator shall cause complete stenographic notes to be taken of

the proceeding before the Oklahoma Securities Commission. 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 Department. The Oklahoma Securities

Commission or a majority thereof shall make such order as is deemed

proper, just and equitable within sixty (60) days of receipt by the

Oklahoma Securities Commission of the written petition of the

appealing party or at such later time as agreed to in writing by all

parties.

B. Any person aggrieved by a final order of the Oklahoma

Securities Commission may obtain a review of the order by the

Supreme Court of Oklahoma. The proceedings for review shall be as

now prescribed by law and by rules of the reviewing court, subject

to the power of the other court to make other and further rules with

reference thereto.

C. The commencement of proceedings under this section before

the Oklahoma Securities Commission shall not operate as a stay of

the Administrator's order, unless so ordered by the Oklahoma

Securities Commission. The commencement of proceedings under this

section before the Supreme Court shall not operate as a stay of the

Oklahoma Securities Commission's order, unless so ordered by the

Court.
Okla. Stat. tit. 71, § 71-1-505 — OK Code / Title 71 / Section 71-1-505
Misleading filings
Status: in_force

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

a person to make or cause to be made, in a record that is used in an

action or proceeding or filed under this act, a statement that, at

the time and in the light of the circumstances under which it is

made, is false or misleading in a material respect, or, in

connection with the statement, to omit to state a material fact

necessary in order to make the statement made, in the light of the

circumstances under which it was made, not false or misleading.
Okla. Stat. tit. 71, § 71-805 — OK Code / Title 71 / Section 71-805
Burden of proving exemption
Status: in_force

In any administrative, civil or criminal proceeding related to

the Oklahoma Business Opportunity Sales Act, the burden of proving

an exemption, an exception from a definition or an exclusion is upon

the person claiming it.
Okla. Stat. tit. 71, § 71-812 — OK Code / Title 71 / Section 71-812
Administration of act - Use of disclosure of information
Status: in_force

A. The Oklahoma Business Opportunity Sales Act shall be

administered by the Administrator.

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

for the Administrator or any of his or her officers or employees 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 Business Opportunity Sales Act authorizes

the Administrator or any of the Administrator's officers or

employees to disclose any such information except among themselves

or when necessary or appropriate in a proceeding or investigation

under the act or in cooperation with other law enforcement agencies.

No provision of the Oklahoma Business Opportunity Sales Act 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 the Administrator or any of the Administrator's

officers or employees.
Okla. Stat. tit. 71, § 71-1-302 — OK Code / Title 71 / Section 71-1-302
Federal covered security – Notice filing
Status: in_force

A. With respect to a federal covered security, as defined in

Section 18(b)(2) of the Securities Act of 1933, (15 U.S.C. Section

77r(b)(2)), that is not otherwise exempt under Sections 1-201

through 1-203 of this title, the issuer shall file a notice with the

Administrator prior to an offer in this state. A separate notice

shall be filed for each class of an issuer's securities offered in

this state. Each notice shall be for an indefinite amount of

securities. A notice, or renewal thereof, shall be accompanied by

the filing fee set forth in Section 1-612 of this title. The

Administrator may, by rule or order, prescribe notice filing and

renewal requirements, and the requirements for filing of reports of

the dollar amount of securities sold or offered to be sold to

persons located in this state.

B. A notice filing under subsection A of this section is

effective for one (1) year commencing on the later of the notice

filing or the effectiveness of the offering filed with the

Securities and Exchange Commission. On or before expiration, the

issuer may renew a notice filing by filing a copy of those records

filed by the issuer with the Securities and Exchange Commission that

are required by rule or order under this act to be filed and by

paying a renewal fee as provided in Section 1-612 of this title. A

previously filed consent to service of process complying with

Section 1-611 of this title may be incorporated by reference in a

renewal. A renewed notice filing becomes effective upon the

expiration of the filing being renewed.

C. 1. With respect to a security that is a federal covered

security under Section 18(b)(4)(F) of the Securities Act of 1933,

(15 U.S.C. Section 77r(b)(4)(F)), a notice filing is required and

shall be accompanied by the payment of the fee set forth in Section

1-612 of this title. The Administrator shall designate the content

and timing of the notice filing by rule.

2. With respect to a security that is a federal covered

security under Section 18(b)(4)(D)(ii) of the Securities Act of

1933, (15 U.S.C. Section 77r(b)(4)(D)(ii)), a notice filing is

required and shall be accompanied by the payment of the fee set

forth in Section 1-612 of this title. The Administrator shall

designate the content and timing of the notice filing by rule.

D. Except with respect to a federal covered security under

Section 18(b)(1) of the Securities Act of 1933, (15 U.S.C. Section

77r(b)(1)), if the Administrator finds that there is a failure to

comply with a notice or fee requirement of this section, the

Administrator may issue a stop order suspending the offer and sale

of a federal covered security in this state. If the deficiency is

corrected, the stop order is void as of the time of its issuance and

no penalty may be imposed by the Administrator.

Oklahoma Statutes - Title 71. Securities Page 28
Okla. Stat. tit. 71, § 71-415 — OK Code / Title 71 / Section 71-415
Public announcement of take-over bid - Filing of required
Status: in_force

information - Hearings - Information to be filed - Costs.

A. No offeror shall make a multinational corporation take-over

bid unless twenty (20) days prior thereto or such shorter period as

the Administrator may order, but not less than five (5) days, such

offeror announces publicly the terms of the proposed multinational

corporation take-over bid and files with the Administrator and the

target company copies of all information required by this section,

and either:

1. Within five (5) days following such filing, no hearing is

ordered by the Administrator or requested by the target company;

2. A hearing is requested by the target company within such

time but the Administrator finds that no cause for hearing exists;

or

3. A hearing is ordered within such time and upon such hearing

the Administrator adjudicates that the offeror proposes to make

fair, full and effective disclosure to offerees of all information

material to a decision to accept or reject the offer.

B. No offeror shall make a multinational corporation take-over

bid if he owns five percent (5%) or more of the issued and

outstanding equity securities of any class of the target company,

any of which were purchased within one (1) year before the proposed

multinational corporation take-over bid, and the offeror, before

making any such purchase, or before thirty (30) days following the

effective date of this act, whichever is later, failed to publicly

announce his intention to gain control of the target company, or

otherwise failed to make fair, full and effective disclosure of such

intention to the persons from whom he acquired such securities.

C. The information to be filed with the Administrator and the

target company pursuant to this section shall include:

1. Copies of all prospectuses, brochures, advertisements,

circulars, letters or other matter by means of which the offeror

proposes to disclose to offerees all information material to a

decision to accept or reject the offer;

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

the acquisition of any equity security of the target company has

been or is to be effected;

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

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

Oklahoma Statutes - Title 71. Securities Page 118

statement describing any securities, other than the existing capital

stock or long-term debt of the offeror, which are being offered in

exchange for the equity securities of the target company;

4. A statement of any plans or proposals which the offeror,

upon gaining control, may have to liquidate the target company, sell

its assets, effect a merger or consolidation of it, or make any

other major change in its business, corporate structure, management

personnel, or policies of employment;

5. The number of shares of any equity security of the target

company of which each offeror is beneficial or record owner or has a

right to acquire, directly or indirectly, together with the name and

address of each person defined in this act as an offeror;

6. Particulars as to any contracts, arrangements or

understandings to which an offeror is party with respect to any

equity security of the target company, including, without

limitation, transfers of any equity security, joint venture, loan or

option arrangements, puts and calls, guarantees of loan, guarantees

against loss, guarantees of profits, division of losses or profits,

or the giving or withholding of proxies, naming the persons with

whom such contracts, arrangements or understandings have been

entered into;

7. Complete information on the organization and operations of

the offeror including, without limitation, the year of organization,

form of organization, jurisdiction in which it is organized, a

description of each class of the offeror's capital stock and of its

long-term debt, financial statements for the current period and for

the three most recent annual accounting periods, a brief description

of the location and general character of the principal physical

properties of the offeror and its subsidiaries, a description of

pending legal proceedings other than routine litigation to which the

offeror or any of its subsidiaries is a party or of which any of

their property is the subject, a brief description of the business

done and projected by the offeror and its subsidiaries and the

general development of such business over the past five (5) years,

the names of all directors and executive officers together with

biographical summaries of each for the preceding five (5) years to

date, and the approximate amount of any material interest, direct or

indirect, of any of the directors or officers in any material

transaction during the past three (3) years, or in any proposed

material transactions, to which the offeror or any of its

subsidiaries was or is to be a party; and

8. Such other and further documents, exhibits, data and

information as may be required by rule or order of the

Administrator, or as may be necessary to make fair, full and

effective disclosure to offerees of all information material to a

decision to accept or reject the offer.

Oklahoma Statutes - Title 71. Securities Page 119

D. Any hearing pursuant to this section shall be held within

forty (40) days of the date a filing is made pursuant to this

section. Adjudications made pursuant to this section shall be made

within sixty (60) days after such filing. If upon hearing, the

Administrator finds that the multinational corporation take-over bid

is in violation of this act or that effective provision is not made

for fair and full disclosure to offerees of all information material

to a decision to accept or reject the offer, he shall so adjudicate.

If he finds that the multinational corporation take-over bid would

comply with this act if amended in certain respects, he shall so

adjudicate. If he finds that the multinational corporation take-

over bid is not in violation of this act and that effective

provision is made for fair and full disclosure to offerees of all

information material to a decision to accept or reject the offer, he

shall so adjudicate.

E. Upon filing an application with the Administrator for a

hearing under this section, the target company shall pay:

1. The Oklahoma Department of Securities a nonrefundable fee of

Five Hundred Dollars ($500.00);

2. Such additional amount as a deposit as the Administrator may

estimate will be needed to defray the costs of investigation and

hearing including but not limited to technical, expert and special

services; and

3. After the hearing, the additional costs actually incurred in

excess of the deposit plus the fee.

All payments received from the target company shall be paid into an

agency special account and any unexpended portion shall be refunded

therefrom, pursuant to the provisions of Sections 7.1 through 7.5a

of Title 62 of the Oklahoma Statutes.
Okla. Stat. tit. 71, § 71-1-409 — OK Code / Title 71 / Section 71-1-409
Withdrawal of registration of broker-dealer, agent,
Status: in_force

investment adviser, and investment adviser representative.

Withdrawal of registration by a broker-dealer, agent, investment

adviser, or investment adviser representative becomes effective

sixty (60) days after the filing of the application to withdraw or

within any shorter period as provided by rule adopted or order

issued under this act unless a revocation or suspension proceeding

is pending when the application is filed. If a proceeding is

pending, withdrawal becomes effective when and upon such conditions

as required by rule adopted or order issued under this act. The

Administrator may institute a revocation or suspension proceeding

under Section 1-411 of this title within one (1) year after the

withdrawal became effective automatically and issue a revocation or

suspension order as of the last date on which registration was

effective if a proceeding is not pending when the application is

filed.
Okla. Stat. tit. 71, § 71-627 — OK Code / Title 71 / Section 71-627
Orders - Application for registration - Filing of
Status: in_force

documents and information.

A. Within ninety (90) days from the date of filing a completed

application for registration, the Administrator shall issue an order

registering the subdivided lands or denying the application for

registration. If an order of denial is not issued within ninety

(90) days, the land shall be deemed registered unless the applicant

has consented to a delay or the application has been withdrawn. If

any amendment to the application for registration is filed prior to

the time when the land shall be deemed registered, the application

shall be deemed to have been filed when the amendment was filed.

B. An application for registration may be filed by the

subdivider or any other person on whose behalf the sales are to be

made, but the Administrator may require that it be executed by the

subdivider.

C. Any document filed under this Code within five (5) years

preceding the filing of an application for registration may be

incorporated by reference in the application for registration to the

extent that the document is currently accurate.

D. The Administrator may by rule or otherwise permit the

omission of any item of information or document from any application

for registration.

E. The Administrator may, as a condition of registration and at

the expense of the subdivider as specified in subsection A of

Section 652 of this title, investigate any subdivision required to

be registered under this Code for the purpose of verifying

statements contained in the application for registration and for the

Oklahoma Statutes - Title 71. Securities Page 143

protection of prospective purchasers. For the purposes of such

investigation, the Administrator may:

1. Require that a report or opinion by an independent

accountant, engineer, appraiser or other expert be prepared and

filed;

2. Make an examination of the business and records of the

applicant or subdivider;

3. Use and rely on any relevant information or data concerning

a subdivision obtained by the Administrator from any federal, state

or local government or agency thereof;

4. Conduct an on-site inspection of each subdivision;

5. Conduct an annual on-site reinspection of each subdivision

for each of the three (3) years after the expiration date of the

registration or any renewal thereof;

6. Make on-site examinations or designate a representative to

make such examinations. Where additional technical, expert or

special services are used, the actual cost of such services may be

charged directly to and shall be paid by the subdivider being

examined; and

7. Where an on-site inspection of any subdivision has been made

under this Code, an inspection of adjacent subdivided lands for

which a subsequent application for registration is filed may be

waived and an inspection thereof may be made at the time of the next

succeeding on-site inspection.

F. The Administrator may require that any subdivided lands be

sold by use of a specified form contract or agreement, and that a

signed copy or conformed copy of such signed copy be filed with the

Administrator or preserved by the subdivider for a period of up to

five (5) years.

G. The Administrator may by rule or otherwise impose other

conditions under which subdivided lands registered under this Code

may be sold, provided such conditions are reasonable and in the

public interest. The Administrator may require an escrow, trust or

similar arrangement to reasonably assure that all improvements

referred to in the application for registration will be completed

and that purchasers will receive the interests in land for which

they have contracted.

H. A registration is effective for one (1) year from its

effective date or for such longer period as the Administrator may

permit by rule or order. No application for registration or

effective registration may be withdrawn at any time after its filing

unless permitted by rule or order of the Administrator. No

registration is effective during the time a stop order is in effect

under Section 628 of this title.

I. During the effective period of a registration, the

Administrator may by rule or order require the person who filed the

application for registration to file reports, not more often than

Oklahoma Statutes - Title 71. Securities Page 144

quarterly, to keep reasonably current the information contained in

the application for registration and to disclose the progress of the

sales. If any of the lands registered have been sold in this state,

the Administrator may by rule or order extend the period for filing

the reports for an additional period not exceeding two (2) years

from the date the registration became effective or the date of the

registration period's latest extension.

J. The subdivider or registrant shall immediately report to the

Administrator any material changes in the information contained in

the application for registration.

K. Upon the expiration of an effective registration, the

Administrator may renew the registration for an additional period of

one (1) year provided the registrant is in compliance with this

Code, files such reports and applications as the Administrator may

require, and pays an annual renewal fee as required by Section 652

of this title, which fee shall not exceed the original registration

fee.
Okla. Stat. tit. 71, § 71-1-303 — OK Code / Title 71 / Section 71-1-303
Securities registration by coordination
Status: in_force

A. A security for which a registration statement has been filed

under the Securities Act of 1933 in connection with the same

offering may be registered by coordination under this section.

B. A registration statement under this section must contain or

be accompanied by the following records in addition to the

information specified in Section 1-305 of this title and a consent

to service of process complying with Section 1-611 of this title:

1. A copy of the latest form of prospectus filed under the

Securities Act of 1933;

2. A copy of the articles of incorporation and bylaws or their

substantial equivalents currently in effect; a copy of any agreement

with or among underwriters; a copy of any indenture or other

instrument governing the issuance of the security to be registered;

and a specimen, copy, or description of the security that is

required by rule adopted or order issued under this act;

3. Copies of any other information or any other records filed

by the issuer under the Securities Act of 1933 requested by the

Administrator; and

4. An undertaking to forward each amendment to the federal

prospectus, other than an amendment that delays the effective date

of the registration statement, promptly after it is filed with the

Securities and Exchange Commission and in any event not later than

the first business day after the day the amendment is forwarded to

or filed with the Securities and Exchange Commission, whichever

first occurs.

C. A registration statement under this section becomes

effective simultaneously with or subsequent to the federal

registration statement when all the following conditions are

satisfied:

1. A stop order under subsection D of this section or Section

1-306 of this title or issued by the Securities and Exchange

Commission is not in effect and a proceeding is not pending against

the issuer under Section 1-306 of this title; and

2. The registration statement has been on file for at least

twenty (20) days or a shorter period provided by rule adopted or

order issued under this act.

D. The registrant shall promptly notify the Administrator in a

record of the date when the federal registration statement becomes

effective and the content of any price amendment and shall promptly

file a record containing the price amendment. If the notice is not

timely received, the Administrator may issue a stop order, without

prior notice or hearing, retroactively denying effectiveness to the

Oklahoma Statutes - Title 71. Securities Page 29

registration statement or suspending its effectiveness until

compliance with this section. The Administrator shall promptly

notify the registrant of the order by telegram, telephone, or

electronic means and promptly confirm this notice by a record. If

the registrant subsequently complies with the notice requirements of

this section, the stop order is void as of the date of its issuance.

E. If the federal registration statement becomes effective

before each of the conditions in this section is satisfied or is

waived by the Administrator, the registration statement is

automatically effective under this act when all the conditions are

satisfied or waived. If the registrant notifies the Administrator

of the date when the federal registration statement is expected to

become effective, the Administrator shall promptly notify the

registrant by telegram, telephone, or electronic means and promptly

confirm this notice by a record, indicating whether all the

conditions are satisfied or waived and whether the Administrator

intends the institution of a proceeding under Section 1-306 of this

title. The notice by the Administrator does not preclude the

institution of such a proceeding.
Okla. Stat. tit. 71, § 71-1-701 — OK Code / Title 71 / Section 71-1-701
Application of act to existing proceedings and rights
Status: in_force

A. The predecessor act exclusively governs all actions or

proceedings that are pending on the effective date of this act or

may be instituted on the basis of conduct occurring before the

effective date of this act, but a civil action may not be maintained

to enforce any liability under the predecessor act unless instituted

within any period of limitation that applied when the cause of

action accrued or within five (5) years after the effective date of

this act, whichever is earlier.

B. All effective registrations under the predecessor act, all

administrative orders relating to the registrations, rules,

statements of policy, interpretative opinions, declaratory rulings,

no action determinations, and conditions imposed on the

registrations under the predecessor act remain in effect while they

would have remained in effect if this act had not been enacted.

They are considered to have been filed, issued, or imposed under

this act, but are exclusively governed by the predecessor act.

C. The predecessor act exclusively applies to an offer or sale

made within one (1) year after the effective date of this act

pursuant to an offering made in good faith before the effective date

of this act on the basis of an exemption available under the

predecessor act.
Okla. Stat. tit. 71, § 71-1-301 — OK Code / Title 71 / Section 71-1-301
Securities registration requirement
Status: in_force

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

a person to offer or sell a security in this state unless:

1. The security is a federal covered security;

2. The security, transaction, or offer is exempted from

registration under Sections 1-201 through 1-203 of this title; or

3. The security is registered under this title.
Okla. Stat. tit. 71, § 71-811 — OK Code / Title 71 / Section 71-811
Minimum net worth requirement
Status: in_force

In connection with the offer or sale of a business opportunity,

no seller may make or use any of the representations set forth in

divisions (4) and (5) of subparagraph a of paragraph 3 of Section

802 of this title unless the seller has at all times a minimum net

worth of Fifty Thousand Dollars ($50,000.00) as determined in

accordance with generally accepted accounting principles. Any

person who violates the provisions of this section shall, upon

conviction, be guilty of a Class C2 felony offense.
Okla. Stat. tit. 71, § 71-1-408 — OK Code / Title 71 / Section 71-1-408
Termination of employment or association of agent and
Status: in_force

investment adviser representative - Transfer of employment or

association.

A. If an agent registered under this act terminates employment

by or association with a broker-dealer or issuer, or if an

investment adviser representative registered under this act

terminates employment by or association with an investment adviser

or federal covered investment adviser, or if either registrant

terminates activities that require registration as an agent or

investment adviser representative, the broker-dealer, issuer,

investment adviser, or federal covered investment adviser shall

promptly file a notice of termination. If the registrant learns

that the broker-dealer, issuer, investment adviser, or federal

covered investment adviser has not filed the notice, the registrant

may do so.

B. If an agent registered under this act terminates employment

by or association with a broker-dealer registered under this act and

begins employment by or association with another broker-dealer

registered under this act; or if an investment adviser

representative registered under this act terminates employment by or

association with an investment adviser registered under this act; or

a federal covered investment adviser that has filed a notice under

Section 1-405 of this title, and begins employment by or association

with another investment adviser registered under this act or a

federal covered investment adviser that has filed a notice under

Section 1-405 of this title; then upon the filing by or on behalf of

the registrant, within thirty (30) days after the termination, of an

application for registration that complies with the requirement of

subsection A of Section 1-406 of this title, and payment of the

filing fee required under Section 1-612 of this title, the

registration of the agent or investment adviser representative, is:

1. Immediately effective as of the date of the completed filing

if the agent's Central Registration Depository record or successor

record or the investment adviser representative's Investment Adviser

Registration Depository record or successor record does not contain

a new or amended disciplinary disclosure within the previous twelve

(12) months; or

2. Temporarily effective as of the date of the completed

filing, if the agent's Central Registration Depository record or

successor record or the investment adviser representative's

Investment Adviser Registration Depository record or successor

Oklahoma Statutes - Title 71. Securities Page 52

record contains a new or amended disciplinary disclosure within the

preceding twelve (12) months.

C. The Administrator may withdraw the temporary registration if

there are or were grounds for discipline under Section 1-411 of this

title and the Administrator does so within thirty (30) days after

the filing of the application. If the Administrator does not

withdraw the temporary registration within the 30 day period,

registration becomes automatically effective on the 31st day after

filing.

D. The Administrator may prevent the effectiveness of a

transfer of an agent or investment adviser representative under

paragraph 1 or 2 of subsection B of this section based on the public

interest and the protection of investors.

E. If the Administrator determines that a registrant or

applicant for registration is no longer in existence or has ceased

to act as a broker-dealer, agent, investment adviser, or investment

adviser representative, or is the subject of an adjudication of

incapacity or is subject to the control of a committee, conservator,

or guardian, or cannot reasonably be located, a rule adopted or

order issued under this act may require the registration be canceled

or terminated or the application denied. The Administrator may

reinstate a canceled or terminated registration, with or without

hearing, and may make the registration retroactive.
Okla. Stat. tit. 71, § 71-657 — OK Code / Title 71 / Section 71-657
Injunctions - Intervention in suits involving subdivided
Status: in_force

land.

A. Whenever it appears to the Administrator that any person has

engaged or is about to engage in any act or practice constituting a

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

an action in the name of the state in the district court of Oklahoma

County or the district court in any other county where service can

be obtained on one or more of the defendants to enjoin the acts or

practices and to enforce compliance with this Code or any rule or

order hereunder, or he may refer the matter to the Attorney General

or the district attorney of the appropriate district. Upon a proper

showing, the court may grant a permanent or temporary injunction or

restraining order, or may appoint a receiver for the defendant or

the defendant's assets or may order rescission of any sales or

purchases of subdivided lands determined to be unlawful under this

Code or any rule or order hereunder. The court may not require the

Administrator to post a bond.

B. The Administrator may intervene in a suit involving

subdivided land required to be registered under this Code. In any

suit by or against a subdivider or agent involving subdivided lands

required to be registered under this Code, the subdivider or agent

shall promptly furnish the Administrator with notice of the suit and

copies of all pleadings.
Okla. Stat. tit. 71, § 71-1-603 — OK Code / Title 71 / Section 71-1-603
Civil enforcement
Status: in_force

A. If the Administrator believes 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, is, or is about to engage in an act,

practice, or course of business that materially aids a violation of

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

dishonest or unethical practice, the Administrator may, prior to,

concurrently with, or subsequent to an administrative proceeding,

maintain an action in the district court of Oklahoma County or the

district court of any other county where service can be obtained to

enjoin the act, practice, or course of business and to enforce

compliance with this act or a rule adopted or order issued under

this act.

B. In an action under this section and on a proper showing, the

court may:

Oklahoma Statutes - Title 71. Securities Page 75

1. Issue a permanent or temporary injunction, restraining

order, or declaratory judgment;

2. Order other appropriate or ancillary relief, which may

include:

a. an asset freeze, accounting, writ of attachment, writ

of general or specific execution, and appointment of a

receiver or conservator, that may be the

Administrator, for the defendant or the defendant's

assets,

b. ordering the Administrator to take charge and control

of a defendant's property, including investment

accounts and accounts in a depository institution,

rents, and profits; to collect debts; and to acquire

and dispose of property,

c. imposing 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 more than one violation; an order of rescission,

restitution, or disgorgement directed to a person that

has engaged in an act, practice, or course of business

constituting a violation of this act or the

predecessor act or a rule adopted or order issued

under this act or the predecessor act, and

d. ordering the payment of prejudgment and postjudgment

interest; or

3. Order such other relief as the court considers appropriate.

C. The Administrator may not be required to post a bond in an

action or proceeding under this act.
Okla. Stat. tit. 71, § 71-826 — OK Code / Title 71 / Section 71-826
Limitation of actions - Remedies not exclusive - Waiver of
Status: in_force

compliance, duty or liability void.

A. No action shall be maintained under subsection A of Section

824 of this title unless commenced before the expiration of three

(3) years after the act or transaction constituting the sale. No

action shall be maintained under subsection B of Section 824 of this

title unless commenced before the expiration of two (2) years after

the untruth or omission was, or in the exercise of reasonable care

should have been, discovered, or such longer term of limitation as

may be otherwise provided by law.

B. The rights and remedies under the Oklahoma Business

Opportunity Sales Act are in addition to any other rights or

remedies that may exist at law or in equity.

C. Any condition, stipulation or provision binding any

purchaser of a business opportunity to waive compliance with or

relieving a person from any duty or liability imposed by or any

right provided by the Oklahoma Business Opportunity Sales Act or any

rule or order issued pursuant to the act is void.
Okla. Stat. tit. 71, § 71-825 — OK Code / Title 71 / Section 71-825
Aiding and abetting violation
Status: in_force

Any person who controls or materially aids a person liable under

Sections 822 or 823 of this title shall be liable jointly and

severally with and to the same extent as the person committing the

violation.
Okla. Stat. tit. 71, § 71-456 — OK Code / Title 71 / Section 71-456
Actions of offeror - Limitations
Status: in_force

A. No offeror may make a take-over offer which is not made to

shareholders in this state on substantially the same terms as the

offer is made to shareholders outside of this state.

B. An offeror shall provide that any equity securities of a

target company deposited or tendered pursuant to a take-over offer

may be withdrawn by or on behalf of any offeree at any time within

seven (7) days from the date the offer has become effective under

this act and after sixty (60) days from the date the offer has

become effective under this act, except as the Administrator of the

Department of Securities may otherwise prescribe by rule or order

for the protection of investors.

C. If an offeror makes a take-over offer for less than all the

outstanding equity securities of any class, and if the number of

securities deposited or tendered pursuant thereto within ten (10)

days after the offer has become effective under this act and copies

of the offer, or notice of any increase in the consideration

offered, are first published or sent or given to security holders is

greater than the number the offeror has offered to accept and pay

for, the securities shall be accepted pro rata, disregarding

fractions, according to the number of securities deposited or

tendered by each offeree.

D. If an offeror varies the terms of a take-over offer before

its expiration date by increasing the consideration offered to

security holders, the offeror shall pay the increased consideration

for all equity securities accepted, whether such securities have

been accepted by the offeror before or after the variation in the

terms of the offer.

Oklahoma Statutes - Title 71. Securities Page 130

E. No offeror may make a take-over offer or acquire any equity

securities in this state pursuant to the take-over offer, at any

time when any injunction or cease and desist order is in effect

against the offeror based upon a violation of any provision of this

act or the Oklahoma Securities Act.

F. No offeror may acquire, remove or exercise control, directly

or indirectly, over any target company assets located in this state

pursuant to a take-over offer at any time when any injunction or

cease and desist order is in effect against the offeror based upon a

violation of any provision of this act or the Oklahoma Securities

Act.
Okla. Stat. tit. 71, § 71-1-403 — OK Code / Title 71 / Section 71-1-403
Investment adviser registration requirement and
Status: in_force

exemptions.

Oklahoma Statutes - Title 71. Securities Page 46

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

for a person to transact business in this state as an investment

adviser unless the person is registered under this act as an

investment adviser or is exempt from registration as an investment

adviser under subsection B of this section.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A federal covered investment adviser;

2. A person without a place of business in this state that is

registered under the securities act of the state in which that

person has its principal place of business if its only clients in

this state are:

a. federal covered investment advisers, investment

advisers registered under this act, or broker-dealers

registered under this act,

b. institutional investors,

c. bona fide preexisting clients whose principal places

of residence are not in this state if the investment

adviser is registered under the securities act of the

state in which the clients maintain principal places

of residence, or

d. any other client exempted by rule adopted or order

issued under this act;

3. A person without a place of business in this state if the

person has had, during the preceding twelve (12) months, not more

than five clients that are residents of this state in addition to

those specified under paragraph 2 of this subsection; or

4. Any other person exempted by rule adopted or order issued

under this act.

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

for an investment adviser, directly or indirectly, to employ or

associate with an individual to engage in an activity related to

investment advice in this state if the registration of the

individual is suspended or revoked under this act, or the individual

is barred from employment or association with an investment adviser,

federal covered investment adviser, or broker-dealer by an order

under this act, the Securities and Exchange Commission, or a self-

regulatory organization, unless the investment adviser did not know,

and in the exercise of reasonable care could not have known, of the

suspension, revocation, or bar. Upon request from the investment

adviser and for good cause, the Administrator, by order, may waive,

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

subsection to the investment adviser.

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

for an investment adviser to employ or associate with an individual

required to be registered under this act as an investment adviser

representative who transacts business in this state on behalf of the

Oklahoma Statutes - Title 71. Securities Page 47

investment adviser unless the individual is registered under

subsection A of Section 1-404 of this title or is exempt from

registration under subsection B of Section 1-404 of this title.

E. The exemption from registration provided by subparagraph b

of paragraph 2 of subsection B of this section shall not be

available to any person who acts as an investment adviser to the

state, any county, municipality or school district of this state, or

any other political subdivision of this state; any agency or

corporate or other instrumentality of any such entity; or any

pension fund for the benefit of employees of any such entity, unless

registered with the Securities and Exchange Commission and the

Municipal Securities Rulemaking Board.
Okla. Stat. tit. 71, § 71-904 — OK Code / Title 71 / Section 71-904
Applicable law
Status: in_force

A security may be registered in beneficiary form if the form is

authorized by this or a similar statute of the state of organization

of the issuer or registering entity, the location of the registering

entity's principal office, the office of its transfer agent or its

office making the registration, or by this or a similar statute of

the law of the state listed as the owner's address at the time of

registration. A registration governed by the law of a jurisdiction

in which this or similar legislation is not in force or was not in

force when a registration in beneficiary form was made is

Oklahoma Statutes - Title 71. Securities Page 189

nevertheless presumed to be valid and authorized as a matter of

contract law.
Okla. Stat. tit. 71, § 71-667 — OK Code / Title 71 / Section 71-667
Construction of act
Status: in_force

Article headings contained herein shall not be deemed to govern,

limit or in any manner affect the scope, meaning or intent of the

provisions of any article or section hereof.
Okla. Stat. tit. 71, § 71-913 — OK Code / Title 71 / Section 71-913
Application
Status: in_force

The Oklahoma Uniform TOD Security Registration Act applies to

registrations of securities in beneficiary form made before or after

Oklahoma Statutes - Title 71. Securities Page 194

the effective date of this act by decedents dying on or after the

effective date of this act.
Okla. Stat. tit. 71, § 71-644 — OK Code / Title 71 / Section 71-644
Notice to purchaser - Signatures - Rescission of contract
Status: in_force

In connection with the offer or disposition of subdivided land

required to be registered under this Code:

Oklahoma Statutes - Title 71. Securities Page 148

1. Each contract, agreement or evidence of indebtedness shall

prominently contain upon its face the following notice printed in at

least sixteen-point bold type which shall be at least four (4) type

points larger than the body of the document stating:

NOTICE TO PURCHASER

YOU ARE ENTITLED TO CANCEL THIS AGREEMENT AT ANY TIME IF

YOU HAVE NOT RECEIVED THE PUBLIC OFFERING STATEMENT IN

ADVANCE OF YOUR SIGNING THIS AGREEMENT. IN ADDITION, YOU

ARE ENTITLED TO CANCEL THIS AGREEMENT FOR ANY REASON WITHIN

FIVE (5) DAYS FROM THE DAY YOU ACTUALLY RECEIVE A LEGIBLE

COPY OF THIS DOCUMENT. DO NOT SIGN A RECEIPT FOR THIS

DOCUMENT UNLESS YOU HAVE ACTUALLY RECEIVED A LEGIBLE COPY

OF IT.

The contract, agreement or evidence of indebtedness shall contain

sufficient space upon its face in immediate conjunction with the

above notice for the signature of each person obligated under such

instrument. The signature shall acknowledge that such person has

read the notice and received a legible copy of the document.

2. Exercise of the purchaser's right to rescission occurs when

the purchaser gives written notice to the subdivider or agent at the

address stated in the contract, agreement, or evidence of

indebtedness. Notice of rescission if given by mail is effective

when it is deposited in a mailbox properly addressed and postage

prepaid. A notice of rescission given by a purchaser need not take

a particular form and is sufficient if it indicates by any form or

written expression the intention of the purchaser not to be bound by

the contract, agreement or evidence of indebtedness.

3. No act of the purchaser shall be effective to waive the

right to rescind as provided in this Code.
Okla. Stat. tit. 71, § 71-1-608 — OK Code / Title 71 / Section 71-1-608
Uniformity and cooperation with other agencies
Status: in_force

A. The Administrator shall, in its discretion, cooperate,

coordinate, consult, and, subject to Section 1-607 of this title,

share records and information with the securities regulator of

another state, Canada, a Canadian province or territory, a foreign

jurisdiction, the Securities and Exchange Commission, the United

States Department of Justice, the Commodity Futures Trading

Commission, the Federal Trade Commission, the Securities Investor

Protection Corporation, a self-regulatory organization, a national

or international organization of securities regulators, a federal or

state banking and insurance regulator, and a governmental law

enforcement agency to effectuate greater uniformity in securities

matters among the federal government, self-regulatory organizations,

states, and foreign governments.

B. In cooperating, coordinating, consulting, and sharing

records and information under this section and in acting by rule,

order, or waiver under this act, the Administrator shall, in its

discretion, take into consideration in carrying out the public

interest the following general policies:

1. Maximizing effectiveness of regulation for the protection of

investors;

2. Maximizing uniformity in federal and state regulatory

standards; and

3. Minimizing burdens on the business of capital formation,

without adversely affecting essentials of investor protection.

C. The cooperation, coordination, consultation, and sharing of

records and information authorized by this section includes:

1. Establishing or employing one or more designees as a central

depository for registration and notice filings under this act and

for records required or allowed to be maintained under this act;

2. Developing and maintaining uniform forms;

Oklahoma Statutes - Title 71. Securities Page 81

3. Conducting a joint examination or investigation;

4. Holding a joint administrative hearing;

5. Instituting and prosecuting a joint civil or administrative

proceeding;

6. Sharing and exchanging personnel;

7. Coordinating registrations under Sections 1-301 and 1-401

through 1-404 of this title and exemptions under Section 1-203 of

this title;

8. Sharing and exchanging records, subject to Section 1-607 of

this title;

9. Formulating rules, statements of policy, guidelines, forms,

and interpretative opinions and releases;

10. Formulating common systems and procedures;

11. Notifying the public of proposed rules, forms, statements

of policy, and guidelines;

12. Attending conferences and other meetings among securities

regulators, which may include representatives of governmental and

private sector organizations involved in capital formation, deemed

necessary or appropriate to promote or achieve uniformity; and

13. Developing and maintaining a uniform exemption from

registration for small issuers, and taking other steps to reduce the

burden of raising investment capital by small businesses.
Okla. Stat. tit. 71, § 71-1-203 — OK Code / Title 71 / Section 71-1-203
Additional exemptions and waivers
Status: in_force

A rule adopted or order issued under this act may exempt a

security, transaction, or offer; a rule under this act may exempt a

class of securities, transactions, or offers from any or all of the

requirements of Sections 1-301 through 1-305 and 1-504 of this

title; and an order under this act may waive, in whole or in part,

any or all of the conditions for an exemption or offer under

Sections 1-201 and 1-202 of this title.
Okla. Stat. tit. 71, § 71-813 — OK Code / Title 71 / Section 71-813
Investigations and proceedings - Powers and duties of
Status: in_force

Administrator.

A. The Administrator:

Oklahoma Statutes - Title 71. Securities Page 175

1. May make such public or private investigations within or

outside of this state as the Administrator deems necessary to

determine whether any person has violated or is about to violate any

provision of the Oklahoma Business Opportunity Sales Act or any rule

or order hereunder, or to aid in the enforcement of the act or in

the prescribing of rules and forms hereunder;

2. May require or permit any person to file a statement, under

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

facts and circumstances concerning the matter to be investigated;

and

3. May publish information concerning any violation of the

Oklahoma Business Opportunity Sales Act or any rule or order

hereunder.

B. For the purpose of any investigation or proceeding pursuant

to the Oklahoma Business Opportunity Sales Act, the Administrator or

the Administrator’s designee may administer oaths and affirmations,

subpoena witnesses, compel their attendance, take evidence and

require the production of any books, papers, correspondence,

memoranda, agreements or other documents or records which the

Administrator deems relevant or material to the inquiry.

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

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

district court in any other county where service can be obtained on

one or more of the defendants, upon application by the

Administrator, may issue to the person an order requiring him or her

to appear before the Administrator, there to produce documentary

evidence if so ordered or to give evidence touching upon the matters

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

the court may be punishable by the court as contempt.

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

producing any document or record before the Administrator or the

Administrator’s designee, or in obedience to the subpoena of the

Administrator or the Administrator’s designee, in any proceeding

instituted by the Administrator, on the grounds that the testimony

or evidence, documentary or otherwise, required by the Administrator

may tend to incriminate him or her or subject him or her to a

penalty or forfeiture; but no individual may be prosecuted or

subjected to any penalty or forfeiture on account of any

transaction, matter or thing concerning which he or she is

compelled, after claiming his or her privilege against self-

incrimination, to testify or produce evidence, documentary or

otherwise, except that the individual testifying is not exempt from

prosecution and punishment for perjury or contempt committed in

testifying.
Okla. Stat. tit. 71, § 71-652 — OK Code / Title 71 / Section 71-652
Fees - Disposition
Status: in_force

Oklahoma Statutes - Title 71. Securities Page 149

A. Unless otherwise provided by law, the following are the fees

that shall be charged by the Administrator pursuant to the Oklahoma

Subdivided Land Sales Code. No additional fees shall be assessed or

charged pursuant to rule or regulation of the Administrator. Once

paid, such fees shall be nonrefundable.

1. Filing fee for advertising or promotional materials...$10.00

6. Copying fee:

c. Certified copy 8 1/2" by 14"

d. Certified copy larger than 8

7. Document search fee for commercial purpose....$20.00 per hour

8. Initial application for registration of subdivided land

pursuant to Section 625 of this title:

9. Renewal application for registration of subdivided land

pursuant to Section 627 of this title:

not previously registered

pursuant to the Initial

Application or prior

Renewal Application filed

pursuant to this Code.

10. Charges for an on-site examination of a subdivision

conducted pursuant to Section 627 of this title shall be billed to

the subdivider being examined at a rate of $25.00 per hour per

employee for the time spent by each Department employee in traveling

to and from the examination site, conducting the examination, and

preparing the examination report. In addition, the Department shall

be reimbursed for all actual expenses incurred in conducting such

examinations including travel expenses, per diem, lodging, and other

related expenses of Department employees conducting the examination,

the cost of supplies, materials, photocopying, long distance

telephone calls, and postage; and costs of technical, expert or

special services required in connection with such examination.

B. All fees and other charges collected by the Administrator

pursuant to this section shall be deposited in the General Revenue

Fund except for the following fees and charges which shall be

Oklahoma Statutes - Title 71. Securities Page 150

deposited in the Oklahoma Department of Securities Revolving Fund

established pursuant to Section 1-612 of this title:

1. The fees collected pursuant to paragraphs 3, 4, 5, 6, and 7

of subsection A of this section;

2. The fees collected pursuant to the provisions of Section 627

of this title as provided in paragraph 10 of subsection A of this

section; and

3. The examination fees collected pursuant to subparagraph a of

paragraph 8 and subparagraph a of paragraph 9 of subsection A of

this section.
Okla. Stat. tit. 71, § 71-1-610 — OK Code / Title 71 / Section 71-1-610
Jurisdiction
Status: in_force

A. Sections 1-301 and 1-302, subsection A of Section 1-401,

subsection A of Section 1-402, subsection A of Section 1-403,

subsection A of Section 1-404, and Sections 1-501, 1-506, 1-509 and

1-510 of this title do not apply to a person that sells or offers to

sell a security unless the offer to sell or the sale is made in this

state or the offer to purchase or the purchase is made and accepted

in this state.

B. Subsection A of Section 1-401, subsection A of Section 1-

402, subsection A of Section 1-403, subsection A of Section 1-404,

and Sections 1-501, 1-506, 1-509 and 1-510 of this title do not

apply to a person that purchases or offers to purchase a security

unless the offer to purchase or the purchase is made in this state

or the offer to sell or the sale is made and accepted in this state.

C. For the purpose of this section, an offer to sell or to

purchase a security is made in this state, whether or not either

party is then present in this state, if the offer:

1. Originates from within this state; or

2. Is directed by the offeror to a place in this state and

received at the place to which it is directed.

D. For the purpose of this section, an offer to purchase or to

sell is accepted in this state, whether or not either party is then

present in this state, if the acceptance:

Oklahoma Statutes - Title 71. Securities Page 83

1. Is communicated to the offeror in this state and the offeree

reasonably believes the offeror to be present in this state and the

acceptance is received at the place in this state to which it is

directed; and

2. Has not previously been communicated to the offeror, orally

or in a record, outside this state.

E. An offer to sell or to purchase is not made in this state

when a publisher circulates or there is circulated on the

publisher's behalf in this state a bona fide newspaper or other

publication of general, regular, and paid circulation that is not

published in this state, or that is published in this state but has

had more than two thirds of its circulation outside this state

during the previous twelve (12) months or when a radio or television

program or other electronic communication originating outside this

state is received in this state. A radio or television program or

other electronic communication is considered as having originated in

this state if either the broadcast studio or the originating source

of transmission is located in this state, unless:

1. The program or communication is syndicated and distributed

from outside this state for redistribution to the general public in

this state;

2. The program or communication is supplied by a radio,

television, or other electronic network with the electronic signal

originating from outside this state for redistribution to the

general public in this state;

3. The program or communication is an electronic communication

that originates outside this state and is captured for

redistribution to the general public in this state by a community

antenna or cable, radio, cable television, or other electronic

system; or

4. The program or communication consists of an electronic

communication that originates in this state, but which is not

intended for distribution to the general public in this state.

F. Subsection A of Section 1-403, subsection A of Section 1-

404, subsection A of Section 1-405, and Sections 1-502, 1-505, and

1-506 of this title apply to a person if the person engages in an

act, practice, or course of business instrumental in effecting

prohibited or actionable conduct in this state, whether either party

is then present in this state.
Okla. Stat. tit. 71, § 71-821 — OK Code / Title 71 / Section 71-821
Conclusiveness of filed document
Status: in_force

Neither the fact that an application for registration has been

filed nor the fact that a business opportunity is effectively

registered constitutes a finding by the Administrator that any

document filed pursuant to the Oklahoma Business Opportunity Sales

Act is true, complete and not misleading. Neither any such fact nor

the fact that an exemption or exception is available for a business

opportunity means that the Administrator has passed in any way upon

the merits or qualifications of, or recommended or given approval

to, any person or business opportunity. It is unlawful and shall be

deemed a Class C2 felony offense to make, or cause to be made, to

any purchaser or prospective purchaser any representation

inconsistent with the provisions of this section.
Okla. Stat. tit. 71, § 71-1-204 — OK Code / Title 71 / Section 71-1-204
Denial, suspension of application, revocation,
Status: in_force

condition, or limitation of exemptions.

A. Except with respect to a federal covered security or a

transaction involving a federal covered security, an order under

this act may deny, suspend application of, condition, limit, or

revoke an exemption created under subparagraph c or d of paragraph 3

of Section 1-201 of this title, or paragraph 7 or 8 of Section 1-201

of this title or Section 1-202 of this title or an exemption or

waiver created under Section 1-203 of this title with respect to a

specific security, transaction, or offer. An order under this

section may be issued only pursuant to the procedures in subsection

D of Section 1-306 or Section 1-604 of this title and only

prospectively.

B. A person does not violate Section 1-301, 1-504 or 1-510 of

this title by an offer to sell, offer to purchase, sale, or purchase

effected after the entry of an order issued under this section if

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

could not have known, of the order.
Okla. Stat. tit. 71, § 71-1-607 — OK Code / Title 71 / Section 71-1-607
Public records - Confidentiality
Status: in_force

A. Except as otherwise provided in subsection B of this

section, records obtained by the Administrator or filed under this

act, including a record contained in or filed with a registration

statement, application, notice filing, or report, are public records

and are available for public examination.

B. The following records are not public records and are not

available for public examination under subsection A of this section:

1. A record obtained by the Administrator or created by a

representative of the Administrator in connection with an audit or

inspection under subsection K of Section 1-305 or subsection D of

Section 1-410 of this title or an investigation under Section 1-602

of this title;

2. A part of a record filed in connection with a registration

statement under Sections 1-301 and 1-303 through 1-305 of this title

or a record obtained under subsection K of Section 1-305 or

subsection D of Section 1-410 of this title that contains trade

secrets or confidential information if the person filing the

registration statement or providing the record has asserted a claim

of confidentiality or privilege that is authorized by law;

3. A record that is not required to be provided to the

Administrator or filed under this act and is provided to the

Administrator only on the condition that the record will not be

subject to public examination or disclosure;

4. A record in a litigation file;

5. A nonpublic record received from a person specified in

subsection A of Section 1-608 of this title;

6. A record obtained by the Administrator through a designee of

the Administrator that a rule or order under this act determines has

been:

a. expunged from the Administrator's records by the

designee, or

b. determined to be nonpublic or nondisclosable by that

designee if the Administrator finds the determination

to be in the public interest and necessary for the

protection of investors;

7. Any Social Security number, residential address unless used

as a business address, and residential telephone number contained in

a record that is filed; and

8. Any records concerning a participant in the Department's

investor education program that would be individual student records

or communications subject to the protections of Section 24A.16 of

Title 51 of the Oklahoma Statutes or the Family Educational Rights

and Privacy Act unless authorized for release by the parent or

guardian of the participant or by the participant if he or she is

eighteen (18) years of age or older.

Oklahoma Statutes - Title 71. Securities Page 80

C. If disclosure is for the purpose of a civil or

administrative investigation, action, or proceeding brought by the

Administrator or a criminal referral made by the Administrator or to

a person specified in subsection A of Section 1-608 of this title,

the Administrator may disclose a record obtained in connection with

an audit or inspection under subsection K of Section 1-305 of this

title or subsection D of Section 1-410 of this title or a record

obtained or created in connection with an investigation under

Section 1-602 of this title so long as the receiving person

specified in subsection A of Section 1-608 of this title provides

assurances to undertake such safeguards as are necessary and

appropriate to protect the confidentiality of files to which access

is granted and information derived therefrom.
Okla. Stat. tit. 71, § 71-801 — OK Code / Title 71 / Section 71-801
Short title
Status: in_force

Sections 801 through 829 of this title shall be known and may be

cited as the "Oklahoma Business Opportunity Sales Act".
Okla. Stat. tit. 71, § 71-1-609 — OK Code / Title 71 / Section 71-1-609
Commission review of order - Judicial review
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 the person’s specific grounds therefor. The

petition, the record upon which the final order was issued, and

written briefs submitted by the appealing parties and the

Administrator shall be reviewed by the Commission. The cost of

preparing the record of the administrative hearing shall be borne by

the appealing parties. Oral argument by all parties may be heard by

the Commission en banc if requested by an appealing party. Other

than newly discovered evidence, additional evidence may only be

presented by the appealing party and/or the Administrator on the

request of the Commission. Upon the written request of the party on

whose behalf the appeal is brought, or upon the party’s own motion,

the Administrator shall cause complete stenographic notes to be

taken of the proceeding before the Commission. 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

Department. The Commission or a majority thereof shall make such

Oklahoma Statutes - Title 71. Securities Page 82

order as is deemed proper, just, and equitable within sixty (60)

days of receipt by the Administrator of the written petition of the

appealing party or at such later time as agreed to by all parties.

B. Appeals by any person aggrieved by a final order of the

Commission, except a final order of the Commission to cease and

desist, shall be taken to the Supreme Court of this state within

thirty (30) days of the date that a copy of the order is mailed to

such person, as shown by the certificate of mailing attached to the

order. Any person aggrieved by a final order of the Commission to

cease and desist shall be taken to the district court of Oklahoma

County within thirty (30) days of the date that a copy of the order

is mailed to such person, as shown by the certificate of mailing

attached to the order. The proceedings for review shall be as now

prescribed by law and by rules of the reviewing court, subject to

the power of the reviewing court to make other and further rules

with reference thereto.

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 Supreme Court shall not

operate as a stay of the Commission's order, unless so ordered by

the Court.
Okla. Stat. tit. 71, § 71-1-612 — OK Code / Title 71 / Section 71-1-612
Fees
Status: in_force

A. Unless otherwise provided for by law, the following shall be

the fees charged pursuant to the provisions of this act:

1. Broker-dealer registration fee or

2. Broker-dealer or issuer agent or

broker-dealer principal

3. Broker-dealer agent on an inactive

4. Investment adviser registration fee

5. Investment adviser annual notice

6. Investment adviser representative

transferee

10. Broker-dealer or investment adviser

12. Notice of exemption filing or

13. Interpretive opinion or no-action

15. Service of process upon the

16. Amendments to registration

statements or notice filings

pursuant to Section 1-302 of this

title involving changes to the

issuer's application or notice

filing form:

Oklahoma Statutes - Title 71. Securities Page 86

b. a filing fee computed in the same

manner as the filing fee required

pursuant to of subsection B of

this section for any additional

securities being registered.

17. Copying fee.

c. Certified copy 8 1/2" by 14"

d. Certified copy larger than 8

18. Document search fee for commercial

19. Notice filing fee for a federal

covered security under Section

18(b)(4)(D)(ii) and (b)(4)(F) of

the Securities Act of 1933 (15

U.S.C. Section 77r(b)(4)(D)(ii)

20. Late fee for late notice filing for

a federal covered security under

Section 18(b)(4)(F) of the

Securities Act of 1933 (15 U.S.C.

B. For the purpose of registering securities under this act,

any person filing a registration statement shall pay an examination

fee of Two Hundred Dollars ($200.00) and a filing fee computed upon

the aggregate offering price of the securities sought to be

registered in Oklahoma as follows:

a fee equal to one-tenth of one percent (1/10 of 1%)

of said price; provided, in no event shall the filing

fee be less than Two Hundred Dollars ($200.00) or more

than Two Thousand Five Hundred Dollars ($2,500.00).

C. Any person making a notice filing pursuant to subsection A

of Section 1-302 of this title, or renewing such a filing, shall pay

a filing fee of Five Hundred Dollars ($500.00) with each such notice

or renewal filed.

D. A person required to pay a filing or notice fee under this

section may transmit the fee through or to a person designated by

rule adopted or order issued under this act. All fees and other

charges collected by the Administrator shall be deposited in the

General Revenue Fund with the State Treasurer, except for the fees

deposited in the Oklahoma Department of Securities Revolving Fund

and the amounts deposited in the Oklahoma Department of Securities

Investor Education Revolving Fund.

Oklahoma Statutes - Title 71. Securities Page 87

E. There is hereby created in the State Treasury a revolving

fund for the Oklahoma Department of Securities to be designated the

"Oklahoma Department of Securities Revolving Fund". The fund shall

be a continuing fund, not subject to fiscal year limitations, and

shall consist of fees and other charges collected by the

Administrator as follows:

1. The fees collected pursuant to paragraphs 1, 4, 5, 8, 14,

15, 17 and 18 of subsection A of this section;

2. The fees collected pursuant to the provisions of Section 1-

504 of this title as provided in paragraph 9 of subsection A of this

section;

3. The examination fees designated in paragraph 16 of

subsection A and in subsection B of this section;

4. The amounts collected pursuant to subsection D of Section 1-

605 of this title set forth in paragraph 13 of subsection A of this

section; and

5. One Hundred Fifty Dollars ($150.00) of each filing fee

collected pursuant to subsection C of this section.

The Oklahoma Department of Securities Revolving Fund shall be a

continuing fund, not subject to fiscal year limitations.

Expenditures from the Oklahoma Department of Securities Revolving

Fund shall be made pursuant to the laws of this state and the

statutes relating to the Oklahoma Department of Securities, and

without legislative appropriation. Expenditures from the Oklahoma

Department of Securities Revolving Fund shall be made upon warrants

issued by the State Treasurer against claims filed as prescribed by

law with the Director of the Office of Management and Enterprise

Services for approval and payment.

F. There is hereby created in the State Treasury a revolving

fund for the Oklahoma Department of Securities to be designated the

"Oklahoma Department of Securities Investor Education Revolving

Fund". The fund shall be a continuing fund, not subject to fiscal

year limitations, and shall consist of all amounts collected

pursuant to court order or judgment in actions brought by the

Administrator, and amounts received in multistate settlements

participated in by the Department, and interest attributable to the

investment of the fund that shall be deposited in the Oklahoma

Department of Securities Investor Education Revolving Fund. The

Fund may be invested in any investment instrument allowed by

Oklahoma Statutes to the State Treasurer for the investment of state

funds. Any amounts received from any court settlement in excess of

One Million Dollars ($1,000,000.00) shall be transferred to the

General Fund. The Administrator shall use the moneys in this fund

exclusively for the specific purposes of research for education and

education of Oklahoma residents in matters concerning securities

laws and general investor protection. The Oklahoma Department of

Securities Investor Education Revolving Fund shall be a continuing

Oklahoma Statutes - Title 71. Securities Page 88

fund, not subject to fiscal year limitations. Expenditures from the

Oklahoma Department of Securities Investor Education Revolving Fund

shall be made pursuant to the laws of this state and the statutes

relating to the Oklahoma Department of Securities, and without

legislative appropriation. Expenditures from the Oklahoma

Department of Securities Investor Education Revolving Fund shall be

made upon warrants issued by the State Treasurer against claims

filed as prescribed by law with the Director of the Office of

Management and Enterprise Services for approval and payment.

G. There is hereby created a petty cash fund for the Oklahoma

Department of Securities. The Director of the Office of Management

and Enterprise Services and the Administrator are hereby authorized

and it shall be their duty to fix the maximum amount of the petty

cash fund, not to exceed Five Hundred Dollars ($500.00). The

Director of the Office of Management and Enterprise Services shall

prescribe all forms, systems, and procedures for administering the

petty cash fund. The fund shall be used solely to pay:

1. Examination, investigation and litigation expenses of the

Department, including, but not limited to, court costs, filing fees,

copying fees, and witness fees; and

2. Incidental operating expenses of the Department not to

exceed One Hundred Dollars ($100.00) per transaction.

H. Once paid, fees shall be nonrefundable.

I. Section 211 of Title 62 of the Oklahoma Statutes shall not

apply to the Oklahoma Department of Securities or the Oklahoma

Securities Commission.
Okla. Stat. tit. 71, § 71-651 — OK Code / Title 71 / Section 71-651
Administration of Code - Personal use of information -
Status: in_force

Privileges and immunities.

A. This Code shall be administered by the Administrator of the

Department of Securities.

B. It is unlawful for the Administrator or any of his officers

or employees to use for personal benefit any information which is

filed with or obtained by the Administrator and which is not

generally available to the public. No provision of this Code,

except subsection D of Section 633 of this Code, 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 the Administrator or any of his officers or employees.
Okla. Stat. tit. 71, § 71-601 — OK Code / Title 71 / Section 71-601
Citation
Status: in_force

This Code shall be known and may be cited as the "Oklahoma

Subdivided Land Sales Code."
Okla. Stat. tit. 71, § 71-903 — OK Code / Title 71 / Section 71-903
Rules governing registration in beneficiary form
Status: in_force

Only individuals whose registration of a security shows sole

ownership by one individual or multiple ownership by two or more

with right of survivorship, rather than as tenants in common, may

obtain registration in beneficiary form. Multiple owners of a

security registered in beneficiary form hold as joint tenants with

right of survivorship, as tenants by the entireties, or as owners of

community property held in survivorship form, and not as tenants in

common.
Okla. Stat. tit. 71, § 71-814 — OK Code / Title 71 / Section 71-814
Violation of act - Orders - Penalties
Status: in_force

A. Whenever it appears to the Administrator that any person has

engaged in or is about to engage in any act or practice constituting

a violation of any provision of the Oklahoma Business Opportunity

Sales Act or any rule or order hereunder, the Administrator may:

1. Issue an order directing each person to cease and desist

from continuing the act or practice and/or issue an order imposing a

civil penalty up to a maximum of Five Thousand Dollars ($5,000.00)

for a single violation or transaction or of Fifty Thousand Dollars

($50,000.00) for multiple violations or transactions in a single

proceeding or a series of related proceedings; or

2. Prior to, concurrently with, or subsequent to an

administrative proceeding pursuant to paragraph 1 of this

subsection, bring an action in the district court of Oklahoma County

or the district court in any other county where service can be

obtained on one or more of the defendants to enjoin the acts or

practices and to enforce compliance with the Oklahoma Business

Opportunity Sales Act or any rule or order hereunder. In an action

under this section and upon a proper showing, the court may:

a. issue a permanent or temporary injunction, restraining

order, or declaratory judgment,

b. order other appropriate or ancillary relief which may

include:

(1) an asset freeze, accounting, writ of attachment,

writ of general or specific execution, and

appointment of a receiver or conservator, that

may be the Administrator, for the defendant or

the defendant's assets,

(2) ordering the Administrator to take charge and

control of a defendant's property including

investment accounts and accounts in a depository

institution, rents, and profits; to collect

debts; and to acquire and dispose of property,

(3) imposing a civil penalty in an amount not to

exceed Five Thousand Dollars ($5,000.00) for a

single violation or in an amount not to exceed

Two Hundred Fifty Thousand Dollars ($250,000.00)

for more than one violation; an order of

rescission, restitution, or disgorgement directed

to a person who has engaged in an act, practice,

or course of business constituting a violation of

this act or a rule adopted or order issued under

this act, and

(4) ordering the payment of prejudgment and

postjudgment interest, or

c. order such other relief as the court considers

appropriate.

Oklahoma Statutes - Title 71. Securities Page 177

B. Except as provided in subsection D of this section or unless

the right to notice and hearing is waived by the person against whom

the sanction is imposed, the sanctions provided in paragraph 1 of

subsection A of this section may be imposed only after notice and

opportunity for hearing as required by the Administrative Procedures

Act. If the person to whom notice is addressed does not request a

hearing within fifteen (15) days after the service of the notice, a

final order as provided for in subsection A of this section may be

issued.

C. For purposes of determining any sanction to be imposed under

subsection A of this section, the Administrator shall consider,

among other factors, the frequency and persistence of the conduct

constituting a violation of the Oklahoma Business Opportunity Sales

Act or a rule or order of the Administrator under the Oklahoma

Business Opportunity Sales Act, the number of persons adversely

affected by the conduct, and the resources of the person committing

the violation.

D. 1. If the Administrator makes written findings of fact to

support the conclusion that the public interest will be harmed by

delay in issuing a cease and desist order pursuant to paragraph 1 of

subsection A of this section, the Administrator may issue a summary

order pending the hearing required by subsection B of this section.

Upon the entry of the summary order, the Administrator shall

promptly notify the person subject to the summary order:

a. that the summary order has been entered and the

reasons therefor,

b. 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,

c. 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 paragraph 1 of

subsection A of this section, and

d. that a hearing shall be commenced within fifteen (15)

days of the matter being set for hearing.

2. 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

paragraph 1 of 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

Oklahoma Statutes - Title 71. Securities Page 178

not commenced by the Administrator within the time limit set forth

above, the summary order shall dissolve and a cease and desist order

shall not be issued pursuant to paragraph 1 of subsection A of this

section except upon reasonable notice and opportunity for a hearing

as provided in subsection B of this section.

E. When the Administrator has authority to institute an action

or proceeding pursuant to this section, the Administrator may accept

an assurance of discontinuance of an act or practice that is alleged

to be unlawful under Section 819 of this title from the person who

is alleged to have engaged or be about to engage in the act or

practice. The assurance shall not constitute an admission of guilt.

The assurance may include a stipulation for any or all of the

following:

1. The voluntary payment by the person for the costs of

investigation;

2. An amount to be held in escrow pending the outcome of an

action; or

3. An amount for restitution to an aggrieved person.

An assurance of discontinuance shall be in writing and filed

with the Administrator. Unless rescinded by the parties or voided

by a court for good cause, the assurance may be enforced in the

district court of Oklahoma County by the parties to the assurance.

The assurance may be modified by the parties or by a court for good

cause.
Okla. Stat. tit. 71, § 71-1-611 — OK Code / Title 71 / Section 71-1-611
Service of process
Status: in_force

A. A consent to service of process required by this act must be

signed and filed in the form required by a rule adopted or order

issued under this act. A consent appointing the Administrator the

person's agent for service of process in a noncriminal action or

Oklahoma Statutes - Title 71. Securities Page 84

proceeding against the person or the person's successor or personal

representative under this act or a rule adopted or order issued

under this act after the consent is filed, has the same force and

validity as if the service were made personally on the person filing

the consent. A person that has filed a consent complying with this

subsection in connection with a previous application for

registration or notice filing need not file an additional consent.

B. If a person, including a nonresident of this state, engages

in an act, practice, or course of business prohibited or made

actionable by this act or a rule adopted or order issued under this

act and the person has not filed a consent to service of process

under subsection A of this section, the act, practice, or course of

business constitutes the appointment of the Administrator as the

person's agent for service of process in a noncriminal action or

proceeding against the person or the person's successor or personal

representative and has the same force and validity as if the service

were made personally on the person.

C. Service under subsection A or B of this section may be made

by providing a copy of the process to the office of the

Administrator, but it is not effective unless:

1. The plaintiff, which may be the Administrator, promptly

sends notice of the service and a copy of the process, return

receipt requested, to the defendant or respondent at the address set

forth in the consent to service of process or, if a consent to

service of process has not been filed, at the last known address, or

takes other reasonable steps to give notice; and

2. The plaintiff files an affidavit of compliance with this

subsection in the action or proceeding on or before the return day

of the process, if any, or within the time that the court, or the

Administrator in a proceeding before the Administrator, allows.

D. Service pursuant to subsection C of this section may be used

in a proceeding before the Administrator or by the Administrator in

a civil action in which the Administrator is the moving party.

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. 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

Oklahoma Statutes - Title 71. Securities Page 85

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.

E. If process is served under subsection C of this section, the

court, or the Administrator in a proceeding before the

Administrator, shall order continuances as are necessary or

appropriate to afford the defendant or respondent reasonable

opportunity to defend.
Okla. Stat. tit. 71, § 71-664 — OK Code / Title 71 / Section 71-664
Consent to service of process - Service
Status: in_force

A. Every applicant for registration under this Code shall file

with the Administrator, in such form as prescribed by rule, an

irrevocable consent appointing the Administrator or successor in

office to be his or her attorney to receive service of any lawful

process in any noncriminal suit, action or proceeding against the

applicant or his or her successor, executor, or administrator which

arises under this Code or any rule or order issued hereunder after

the consent has been filed, with the same validity as if served

personally on the person filing the consent. The consent need not

be filed by a person who has filed a consent in connection with a

previous registration which is then in effect. Service may be made

by leaving a copy of the process in the office of the Administrator,

but is not effective unless the plaintiff, who may be the

Administrator in the suit, action, or proceeding instituted by him

or her, promptly sends notice of the service and a copy of the

process by registered or certified mail to the defendant or

respondent at the last address on file with the Administrator, and

the plaintiff's affidavit of compliance with this subsection is

filed in the case on or before the return of the process, or within

such time as the court allows.

B. When any person including any nonresident in this state,

engages in conduct prohibited or made actionable by this Code or any

rule or order hereunder, and has not filed a consent to service of

process under subsection A of this section and personal jurisdiction

over the person cannot otherwise be obtained in this state, that

conduct shall be considered equivalent to appointment of the

Oklahoma Statutes - Title 71. Securities Page 158

Administrator to be the person's attorney to receive service of any

lawful process in any noncriminal suit, action, or proceeding

against the person or his or her successor, executor, or

administrator which arises out of that conduct and which is brought

under this Code or any rule or order hereunder with the same

validity as if served on the person personally. Service may be made

by leaving a copy of the process in the office of the Administrator,

but it is not effective unless 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 registered or certified mail to the defendant or

respondent at the last-known address or takes other steps which are

reasonably calculated to give actual notice and the plaintiff's

affidavit of compliance with this subsection is filed in the case on

or before the return day of the process or within such time as the

court allows.

C. When process is served under this section, the court or the

Administrator in a proceeding before the Administrator, shall order

such continuance as is necessary to afford the defendant or

respondent reasonable opportunity to defend.