An Act to Make Technical Changes to the Maine Uniform Securities
Maine Legislature, Session 132, LD 2060
Sponsors: BAILEY
Amends: 32 MRSA §16202, 32 MRSA §16401, 32 MRSA §16606

Legislative Document
No. 2060
S.P. 846
In Senate, December 17, 2025
An Act to Make Technical Changes to the Maine Uniform Securities 
Act and to Clarify the Securities Administrator's Authority to Grant 
Licensing Exemptions for Broker-Dealers
Submitted by the Department of Professional and Financial Regulation pursuant to Joint 
Rule 203.
Received by the Secretary of the Senate on December 15, 2025.  Referred to the Committee 
on Health Coverage, Insurance and Financial Services pursuant to Joint Rule 308.2 and ordered 
printed.
DAREK M. GRANT
Secretary of the Senate
Presented by Senator BAILEY of York.
Be it enacted by the People of the State of Maine as follows:
Sec. 1.  32 MRSA §16202, sub-§26, as amended by PL 2019, c. 252, Pt. A, §1, is 
further amended to read:
26.  Nonpublic offerings under 4(2) Section 4(a)(2).  A security offered in a 
nonpublic offering under Section 4(2) 4(a)(2) of the federal Securities Act of 1933, 15 
United States Code, Section 77d(2) 77d(a)(2) if, no later than 15 days after the first sale in 
this State, a notice on "Form D," as promulgated by the Securities and Exchange 
Commission, is filed with the administrator together with a consent to service of process 
complying with section 16611, signed by the issuer, and the payment of a nonrefundable 
filing fee of $300 for each type or class of security sold.  If the Form D includes a consent 
to service of process, a separate document need not be filed for this purpose, and if the 
consent to service of process on the Form D is executed in a manner accepted by the 
Securities and Exchange Commission, it is deemed to comply with the requirement in this 
section and section 16611, subsection 1 that the consent be signed.  An additional 
nonrefundable late filing fee of $500 must be paid for a filing made 16 or more days after 
the first sale in this State.
Sec. 2.  32 MRSA §16401, sub-§2, as enacted by PL 2005, c. 65, Pt. A, §2, is 
amended to read:
2.  Exemptions from licensing.  The following persons are exempt from the licensing 
requirement of subsection 1:
A.  A broker-dealer without a place of business in this State if its only transactions 
effected in this State are with:
(1)  The issuer of the securities involved in the transactions;
(2)  A broker-dealer licensed as a broker-dealer under this chapter or not required 
to be licensed as a broker-dealer under this chapter, except when the person is 
acting as a clearing broker-dealer;
(3)  An institutional investor;
(4)  A nonaffiliated federal covered investment adviser with investments under 
management in excess of $100,000,000 acting for the account of others pursuant 
to discretionary authority in a signed record;
(5)  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 federal Securities 
Exchange Act of 1934 or not required to be registered under the federal Securities 
Exchange Act of 1934 and is registered or licensed under the securities act of the 
state in which the customer maintains a principal place of residence; and
(6)  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:
(a)  The broker-dealer is registered under the federal Securities Exchange Act 
of 1934 or not required to be registered under the federal Securities Exchange 
Act of 1934 and is registered or licensed 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
(b)  Within 45 days after the customer's first transaction in this State, the person 
files an application for licensing as a broker-dealer in this State and no further 
transactions are effected until the license is effective.  Any broker-dealer may 
seek an order granting a temporary exemption under subparagraph (7) 
paragraph C while the application is pending; and
(7)  Any other person exempted by rule adopted or order issued under this chapter; 
and
B.  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 Federal Deposit Insurance Corporation or the United States Department of 
the Treasury, Office of Thrift Supervision or Comptroller of the Currency.; and
C.  Any other person exempted by rule adopted or order issued under this chapter.
Sec. 3.  32 MRSA §16606, sub-§1, as enacted by PL 2005, c. 65, Pt. A, §2, is 
amended to read:
1.  Public register of filings.  Subject to state record-keeping requirements, the 
administrator shall maintain, or designate a person to maintain, records or a register of: 
applications for registration of securities; registration statements; notice filings; 
applications for registration licensure of broker-dealers, agents, investment advisers and 
investment adviser representatives; notice filings by federal covered investment advisers 
that are or have been effective under this chapter or the predecessor act; notices of claims 
of exemption from registration or notice filing requirements contained in a record; orders 
issued under this chapter or the predecessor act; and interpretative opinions or no action 
determinations issued under this chapter.  Records may be maintained in computer or 
microform format or any other form of data storage, as long as the records are readily 
accessible.
SUMMARY
This bill makes 2 technical changes to the Maine Uniform Securities Act by updating 
references to federal citations regarding nonpublic offerings and changing the word 
"registration" to "licensure" for consistency with the requirements that broker-dealers, 
agents, investment advisers and investment adviser representatives be licensed.  It also 
extends the authority of the Securities Administrator in the Department of Professional and 
Financial Regulation, Office of Securities to grant broker-dealer licensing exemptions to 
any person regardless of location, not just to those broker-dealers that have a place of 
business only outside of the State.