reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.139. Reports of corporations.

A copy of all annual reports, proxies, consents or authorizations, proxy statements, and other materials relating to proxy solicitations distributed, published, or made available by any person to at least 30 Alaska resident shareholders of a corporation organized under Alaska law under 43 U.S.C. 1601 et seq. (Alaska Native Claims Settlement Act) that has total assets exceeding $1,000,000 and a class of equity security held of record by 500 or more persons shall be filed with the administrator concurrently with its distribution to shareholders.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.160. Misleading filings.

A person may not, in a document filed with the administrator or in a proceeding under this chapter, make or cause to be made an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.905. Administration of chapter.

(a) The Department of Commerce, Community, and Economic Development shall administer this chapter.
(b) The administrator or an officer or employee of the administrator may not use for personal benefit information that is filed with or obtained by the administrator and that is not made public. No provision of this chapter authorizes the administrator or an officer or employee of the administrator to disclose the information except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter. No provision of this chapter either creates or derogates from any privilege that exists at common law or otherwise when documentary or other evidence is sought under a subpoena directed to the administrator or an officer or employee of the administrator.
(c) [Repealed, § 29 ch 65 SLA 2018.]
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.910. Investigations and subpoenas; confidentiality.

(a) The administrator may
(1) make public or private investigations inside or outside this state considered necessary to determine whether a person has violated or is about to violate any provision of this chapter or a regulation or order under this chapter, or to aid in the enforcement of this chapter or in the adopting regulations and forms under this chapter;
(2) require or permit a person to file a statement in writing, under oath or otherwise as the administrator determines, as to all the facts and circumstances concerning the matter to be investigated; and
(3) publish information concerning a violation of this chapter or a regulation or order under this chapter.
(b) For the purpose of an investigation or proceeding under this chapter, the administrator or an officer designated by the administrator may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of books, papers, correspondence, memoranda, agreements, or other documents or records that the administrator considers relevant or material to the inquiry.
(c) In case of contumacy by, or refusal to obey a subpoena issued to, a person, the superior court, upon application by the administrator, may issue to the person an order requiring the person to appear before the administrator, or the officer designated by the administrator, to produce documentary evidence if so ordered or to give evidence touching the matter under investigation or in question. Failure to obey the order of the court may be punished by the court as a contempt of court.
(d) A person is not excused from attending and testifying or from producing a document or record before the administrator, or in obedience to the subpoena of the administrator or officer designated by the administrator, or in a proceeding instituted by the administrator, on the ground that the testimony or evidence required of the person may tend to incriminate the person or subject the person to a penalty or forfeiture. However, an individual may not be prosecuted or subjected to a penalty or forfeiture for or on account of a transaction, matter, or thing concerning which the person is compelled, after claiming the 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.
(e) Notwithstanding AS 45.55.905(b), all investigative files are confidential, except that they must be disclosed by the administrator as required for discovery in an administrative or a judicial proceeding.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.925. Criminal penalties.

(a) In addition to the civil penalties assessed under AS 45.55.920, a person who wilfully violates a provision of this chapter except AS 45.55.160, or who wilfully violates a regulation or order under this chapter, or who wilfully violates AS 45.55.160 knowing the statement made to be false or misleading in a material respect or the omission to be misleading by any material respect, upon conviction, is punishable by a fine of not more than $5,000, or by imprisonment for not less than one year nor more than five years, or both. Upon conviction of an individual for a felony under this chapter, imprisonment for not less than one year is mandatory. However, an individual may not be imprisoned for the violation of a regulation or order if the individual proves that the individual had no knowledge of the regulation or order. An indictment or information may not be returned under this chapter more than five years after the alleged violation.
(b) The administrator may refer the evidence that is available concerning violations of this chapter or a regulation or order under this chapter to the attorney general who may, with or without a reference, institute appropriate criminal proceedings under this chapter.
(c) Nothing in this chapter limits the power of the state to punish a person for conduct that constitutes a crime by statute or at common law.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.935. Hearings.

(a) The administrator shall adopt regulations, consistent with the provisions of this chapter and with regulations adopted under AS 44.64.060, governing administrative hearings conducted by the office of administrative hearings (AS 44.64.010) for orders issued under AS 45.55.920.
(b) [Repealed, § 29 ch. 65 SLA 2018.]
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.940. Judicial review of orders.

(a) A person aggrieved by a final order of the administrator may obtain a review of the order in the superior court by filing, in accordance with the Rules of Appellate Procedure, a notice of appeal. A copy of the notice of appeal shall be served immediately upon the administrator, and thereupon the administrator shall certify and file in court a copy of the filing and evidence upon which the order was entered. When these are filed, the court has exclusive jurisdiction to affirm, modify, enforce, or set aside the order, in whole or in part.
(b) The commencement of proceedings under (a) of this section does not, unless specifically ordered by the court, operate as a stay of the administrator's order.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.950. Regulations, forms, orders, and hearings.

(a) The administrator may make, adopt, amend, and rescind the regulations, forms, and orders that are necessary to carry out this chapter.
(b) A regulation, form, or order may not be made, adopted, amended, or rescinded unless the administrator finds that the action is necessary or appropriate in the public interest.
(c) All financial statements shall be prepared in accordance with generally accepted accounting practices. The administrator may by regulation or order prescribe
(1) the form and content of financial statements required under this chapter;
(2) the circumstances under which consolidated financial statements shall be filed; and
(3) whether any required financial statements shall be certified by independent or certified public accountants.
(d) A provision of this chapter imposing liability does not apply to an act done or omitted in good faith in conformity with a regulation, form, or order of the administrator, notwithstanding that the regulation, form, or order may be later amended or rescinded or be determined by judicial or other authority to be invalid.
(e) Every hearing in an administrative proceeding shall be public unless the administrative law judge, in the exercise of discretion, grants a request joined in by all the respondents that the hearing be conducted privately.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 55. Alaska Native Claims Settlement Act Corporations Proxy Solicitations and Stock › Sec. 45.55.990. Definitions.

In this chapter, unless the context otherwise requires,
(1) “administrator” means the commissioner of commerce, community, and economic development or a designee of the commissioner;
(2) “person” has the meaning given in AS 45.56.900.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.100. Securities registration requirement.

A person may not offer or sell a security in this state unless
(1) the security is a federal covered security;
(2) the security is registered under this chapter; or
(3) the security or transaction is exempt from registration under AS 45.56.110 - 45.56.160.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.140. Disqualifier.

Exemption from registration under AS 45.56.110 - 45.56.160 is not available for a security or transaction if the issuer, or any of its officers, controlling persons, or promoters, is subject to a disqualifier described in the regulations adopted under 15 U.S.C. 78c(a)(39) as of the date of the transaction or offer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.150. Waiver and modification.

For any security or transaction or any type of security or transaction, the administrator may by order, waive, withdraw, or modify any of the requirements or conditions of AS 45.56.110 - 45.56.160.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.160. Denial, suspension, revocation, 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 chapter may deny, suspend application of, condition, limit, or revoke an exemption created under AS 45.56.110(3)(C), (7), or (8), 45.56.120, or 45.56.130, or an exemption or waiver created under AS 45.56.150 with respect to a specific security, transaction, or offer. An order under this subsection may be issued only under the procedures in AS 45.56.230(d) or 45.56.690 and only prospectively.
(b) A person does not violate AS 45.56.100, 45.56.170 - 45.56.190, 45.56.210, 45.56.230, 45.56.550, or 45.56.720 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.210. Viatical settlement interests.

(a) Before the sale of a viatical settlement interest, an issuer shall provide a prospective buyer with information that is sufficient to make an informed investment decision. The issuer shall also provide the information to the administrator upon request if the issuer is not otherwise required to file the information with the administrator. In this subsection, “information that is sufficient to make an informed investment decision” includes state-mandated disclosure forms and a disclosure of any significant factors that may affect the outcome of the investment.
(b) Except as may be required in the course of conduct of the responsibilities of the administrator, an issuer of a viatical settlement interest may not disclose to another person the identity of the viator or insured of the insurance policy that is the subject of the viatical settlement interest. The viator may waive this prohibition against disclosure if the waiver is in writing and signed by the viator.
(c) The administrator shall regulate transactions between a viatical settlement provider or person acting as an agent of a viatical settlement provider and a subsequent investor, while the authority of the director of the division of insurance extends to the regulation of viatical settlement contracts under AS 21.96.110.
(d) In this section,
(1) “viatical settlement contract” has the meaning given in AS 21.96.110(h);
(2) “viatical settlement interest”
(A) means the entire interest or any fractional interest in a life insurance policy or in the death benefit under a life insurance policy that is the subject of a viatical settlement contract;
(B) does not include the initial purchase from the viator by a viatical settlement provider;
(3) “viatical settlement provider” has the meaning given in AS 21.96.110(h);
(4) “viator” has the meaning given in AS 21.96.110(h).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 1. Registration of Securities; Exemptions; Notice Filing of Federal Covered Securities. › Sec. 45.56.220. Waiver and modification.

The administrator may waive or modify, in whole or in part, any or all of the requirements of AS 45.56.170 and 45.56.190 or the requirement of any information or record in a registration statement or in a periodic report filed under AS 45.56.190(i).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.340. Investment adviser registration requirement and exemptions.

(a) A person may not transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under (b) of this section.
(b) The following persons are exempt from the registration requirement in (a) of this section:
(1) a person without a place of business in this state that is registered under the securities act of the state in which the person has the person's principal place of business if the person's only clients in this state are
(A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
(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) exempted by a regulation adopted or order issued under this chapter;
(2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under (1) of this subsection; or
(3) any other person exempted by a regulation adopted or order issued under this chapter.
(c) An investment adviser may not, directly or indirectly, 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 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 chapter, 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 may by order, waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
(d) An investment adviser may not employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under AS 45.56.350(a) or is exempt from registration under AS 45.56.350(b).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.350. Investment adviser representative registration requirement and exemptions.

(a) An individual may not transact business in this state as an investment adviser representative unless the individual is registered under this chapter as an investment adviser representative or is exempt from registration as an investment adviser representative under (b) of this section.
(b) The following individuals are exempt from the registration requirement of (a) of this section:
(1) an individual who is employed by or associated with an investment adviser that is exempt from registration under AS 45.56.340(b) or a federal covered investment adviser that is excluded from the notice filing requirements of AS 45.56.360; and
(2) any other individual exempted by a regulation adopted or order issued under this chapter.
(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this chapter or a federal covered investment adviser that has made or is required to make a notice filing under AS 45.56.360.
(d) An individual may transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a regulation adopted or order issued under this chapter prohibits or limits an individual from acting as an investment adviser representative for more than one investment adviser or federal covered investment adviser.
(e) An individual acting as an investment adviser representative may not, directly or indirectly, conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the administrator may by order, waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.
(f) An investment adviser registered under this chapter, a federal covered investment adviser that has filed a notice under AS 45.56.360, or a broker-dealer registered under this chapter is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this chapter, a federal covered investment adviser who has filed a notice under AS 45.56.360, or a broker-dealer registered under this chapter with which the individual is employed or associated as an investment adviser representative.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.360. Federal covered investment adviser notice filing requirement.

(a) Except with respect to a federal covered investment adviser described in (b) of this section, a federal covered investment adviser may not transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with (c) of this section.
(b) The following federal covered investment advisers are not required to comply with (c) of this section:
(1) a federal covered investment adviser without a place of business in this state if the only clients of the federal covered investment adviser in this state are
(A) federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter;
(B) institutional investors;
(C) bona fide preexisting clients whose principal places of residence are not in this state; or
(D) other clients specified by a regulation adopted or order issued under this chapter;
(2) a federal covered investment adviser without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under (1) of this subsection; and
(3) any other person excluded by a regulation adopted or order issued under this chapter.
(c) A person acting as a federal covered investment adviser not excluded under (b) of this section shall file a notice, a consent to service of process complying with AS 45.56.650, and the records that have been filed with the Securities and Exchange Commission under 15 U.S.C. 80b-1 - 80b-21 (Investment Advisers Act of 1940) as required by a regulation adopted or order issued under this chapter and shall pay the fees specified in AS 45.56.410.
(d) The notice under (c) of this section becomes effective upon filing.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.370. Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with AS 45.56.650 and by paying the fee specified in AS 45.56.410 and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain
(1) the information or record required for the filing of a uniform application; and
(2) upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate.
(b) If the information or record contained in an application filed under (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
(c) If an order is not in effect, and a proceeding is not pending under AS 45.56.440, and the administrator has not initiated an investigation, registration becomes effective at noon on the 45th day after a completed application is filed, unless the registration is denied. A regulation adopted or order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the 45th day after the filing of any amendment completing the application.
(d) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under AS 45.56.440, a registration may be automatically renewed each year by filing the records required by a regulation adopted or order issued under this chapter, by paying the fee specified in AS 45.56.410, and by paying costs charged by the designee of the administrator for processing the filings.
(e) A regulation adopted or order issued under this chapter may impose other conditions, not inconsistent with 15 U.S.C. 77b, 77c, 77e, 77f, 77r, 77z-3, 77ddd, 78b - 78d, 78g, 78h, 78n, 78o, 78q, 78bb, 78ee, 78kk, 78mm, 80a-2, 80a-3, 80a-6, 80a-12, 80a-24, 80a-26, 80a-27, 80a-29, 80a-30, 80a-34, 80a-51, 80a-54, 80a-60, 80a-63, 80b-2, 80b-3a, 80b-5, 80b-10, 80b-18a, and 80b-20, and 29 U.S.C. 1002 (National Securities Markets Improvement Act of 1996). An order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration that are in the public interest and for the protection of investors.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.380. Succession and change in registration of broker-dealer 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 under AS 45.56.300 or 45.56.340 or a notice under AS 45.56.360 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 on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this chapter. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this chapter shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within 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 on a date designated by the registrant.
(d) A change of control of a broker-dealer or investment adviser may be made in accordance with a regulation adopted or order issued under this chapter.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.400. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative.

Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by a regulation adopted or order issued under this chapter unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon the conditions required by a regulation adopted or order issued under this chapter. The administrator may institute a revocation or suspension proceeding under AS 45.56.440 within one 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 2. Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives, and Federal Covered Investment Advisers. › Sec. 45.56.410. Fees.

(a) The administrator shall establish fees by regulation for
(1) an initial filing of an application as a broker-dealer and renewal of an application by a broker-dealer for registration;
(2) an application for registration as an agent and renewal of registration as an agent;
(3) an application for registration as an investment adviser and renewal of registration as an investment adviser;
(4) an application for registration as an investment adviser representative, a renewal of registration as an investment adviser representative, and a change of registration as an investment adviser representative; and
(5) an initial fee and annual notice fee for a federal covered investment adviser required to file a notice under AS 45.56.360.
(b) A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as provided by a regulation adopted or order issued under this chapter.
(c) The administrator may establish other fees by regulation as necessary to administer this chapter.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.500. General fraud.

A person may not, in connection with the offer, sale, or purchase of a security, directly or indirectly,
(1) employ a device, scheme, or artifice to defraud;
(2) make an untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading; or
(3) engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on another person.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.510. Prohibited conduct in providing investment advice.

(a) A person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or adopts analyses or reports relating to securities may not
(1) employ a device, scheme, or artifice to defraud another person; or
(2) engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on another person.
(b) A regulation adopted under this chapter may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative and may prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.
(c) A regulation adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.520. Misleading filings.

A person may not, in a document filed with the administrator or in a proceeding under this chapter, make or cause to be made an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.530. Misrepresentations concerning registration or exemption.

The filing of an application for registration, a registration statement, a notice filing under this chapter, the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constitute a finding by the administrator that a record filed under this chapter is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the administrator has passed on the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. A person may not make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.540. Evidentiary burden.

(a) In a civil action or administrative proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.
(b) In a criminal proceeding under this chapter, an exemption, exception, preemption, or exclusion claimed by the defendant is an affirmative defense. In this subsection, “affirmative defense” has the meaning given in AS 11.81.900.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.550. Filing of sales and advertising literature.

(a) Except as otherwise provided in (b) of this section, a regulation adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this chapter.
(b) This section does not apply to sales and advertising literature specified in (a) of this section that relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by AS 45.56.110, 45.56.120, 45.56.130, or 45.56.150, except as required under AS 45.56.110(7).
(c) The administrator may by regulation or order prohibit the publication, circulation, or use of any advertising considered false or misleading.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 3. Fraud and Liabilities. › Sec. 45.56.560. Qualified immunity.

A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, a designee of the administrator, the Securities and Exchange Commission, or a self-regulatory organization, unless the person knew, or should have known at the time the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.600. Administration.

(a) The department shall administer this chapter.
(b) The administrator or an officer, employee, or designee of the administrator may not use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that is not public under AS 45.56.620(b). This chapter does not authorize the administrator or an officer, employee, or designee of the administrator to disclose the record or information, except in accordance with AS 45.56.620(c), 45.56.630, or 45.56.680.
(c) This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or regulation, or otherwise.
(d) The administrator may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the administrator may collaborate with public and nonprofit organizations with an interest in investor education. The administrator may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the administrator to require participation or monetary contributions of a registrant in an investor education program.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.610. Administrative files and opinions.

(a) The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisors, and investment adviser representatives; notice filings by federal covered investment advisors that are or have been effective under this chapter or former AS 45.55; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or former AS 45.55; and interpretative opinions or no-action determinations issued under this chapter. The register must be kept according to the existing retention schedule mandated by the department.
(b) The administrator shall make all regulations, forms, interpretative opinions, and orders available to the public.
(c) The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person upon request. A copy of the record certified or a certificate by the administrator of a record's nonexistence is prima facie evidence of a record or its nonexistence.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.620. Public records; confidentiality.

(a) Except as otherwise provided in (b) of this section, records obtained by the administrator or filed under this chapter, 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 under AS 40.25.100 - 40.25.295 (Alaska Public Records Act).
(b) The following records are not public records under AS 40.25.100 - 40.25.295 (Alaska Public Records Act) and are not available for public examination under (a) of this section:
(1) a record obtained by the administrator in connection with an audit, examination or inspection under AS 45.56.420(d) or an investigation under 45.56.680;
(2) a part of a record filed in connection with a registration statement under AS 45.56.100 and 45.56.170 - 45.56.190 or a record under AS 45.56.420(d) that contains trade secrets or confidential information if the person filing the registration statement or report 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 chapter and is provided to the administrator only on the condition that the record may not be subject to public examination or disclosure;
(4) a nonpublic record received from a person specified in AS 45.56.630(a); and
(5) a social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed.
(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in AS 45.56.630(a), the administrator may disclose a record obtained in connection with an audit or inspection under AS 45.56.420(d) or a record obtained in connection with an investigation under AS 45.56.680.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.630. Uniformity and cooperation with other agencies.

(a) The administrator may cooperate, coordinate, consult, and, subject to AS 45.56.620, 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 bring about 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 regulation, order, or waiver under this chapter, the administrator may 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 chapter and for records required or allowed to be maintained under this chapter;
(2) developing and maintaining uniform forms;
(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 AS 45.56.100 and 45.56.300 - 45.56.350 and exemptions under AS 45.56.150;
(8) sharing and exchanging records, subject to AS 45.56.620;
(9) formulating regulations, statements of policy, guidelines, forms, and interpretative opinions and releases;
(10) formulating common systems and procedures;
(11) notifying the public of proposed regulations, forms, statements of policy, and guidelines;
(12) attending conferences and other meetings among securities regulators, that may include representatives of governmental and private sector organizations involved in capital formation, considered 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.640. Securities investor education and training fund.

The securities investor education and training fund is created as a special fund in the general fund to provide funds for the purposes specified in AS 45.56.600(d). The legislature may appropriate 33 percent of the money received by this state from civil penalties under this chapter into the fund for securities investor education and training. Nothing in this section exempts money deposited into the fund from the requirements of AS 37.07 (Executive Budget Act) or dedicates money for a specific purpose.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 56. Alaska Securities Act › Article 4. Administration and Judicial Review. › Sec. 45.56.650. Service of process.

(a) A consent to service of process complying with this section required by this chapter shall be signed and filed in the form required by a regulation adopted or order issued under this chapter. A consent appointing the administrator 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 under this chapter or a regulation adopted or order issued under this chapter 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 under 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 chapter or a regulation adopted or order issued under this chapter and the person has not filed a consent to service of process under (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.
(c) Service under (a) or (b) of this section may be made by providing a copy of the process to the office of the administrator, but the service 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 out 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 under (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.
(e) If process is served under (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.