reglab/statecodes huggingface dataset:
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.27 - Reimbursement — indemnification — advancement of expenses.

501B.27 Reimbursement — indemnification — advancement of expenses.
1. Except as otherwise provided in the governing principles, an unincorporated nonprofit association shall reimburse a member, manager, employee, or volunteer for authorized expenses reasonably incurred in the course of the member’s, manager’s, employee’s, or volunteer’s activities on behalf of the association.
2. An unincorporated nonprofit association may indemnify a member, manager, employee, or volunteer for any debt, obligation, or other liability incurred in the course of the member’s, manager’s, employee’s, or volunteer’s activities on behalf of the association if the person seeking indemnification has complied with section 501B.18 or 501B.23, or other law, as applicable. Governing principles in a record may broaden or limit indemnification.
3. If a person is made or threatened to be made a party in an action based on that person’s activities on behalf of an unincorporated nonprofit association and the person makes a request in a record to the association, a majority of the disinterested managers may approve in a record advance payment, or reimbursement, by the association, of all or a part of the reasonable expenses, including attorney fees and costs, incurred by the person before the final disposition of the proceeding. To be entitled to an advance payment or reimbursement, the person must state in a record that the person has a good faith belief that the criteria for indemnification in subsection 2 have been satisfied and that the person will repay the amounts advanced or reimbursed if the criteria for payment have not been satisfied. Governing principles in a record may broaden or limit the advance payments or reimbursements.
4. An unincorporated nonprofit association may purchase insurance on behalf of a member, manager, employee, or volunteer for liability asserted against or incurred by the member, manager, employee, or volunteer in the capacity of a member, manager, employee, or volunteer whether or not the association has authority under this chapter to reimburse, indemnify, or advance expenses to the member, manager, employee, or volunteer against the liability.
5. The rights of reimbursement, indemnification, and advancement of expenses under this section apply to a former member, manager, employee, or volunteer for an activity undertaken on behalf of the unincorporated nonprofit association while a member, manager, employee, or volunteer.
2010 Acts, ch 1112, §27, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.28 - Dissolution.

501B.28 Dissolution.
1. An unincorporated nonprofit association may be dissolved pursuant to any of the following:
a. If the governing principles provide a time or method for dissolution, at that time or by that method.
b. If the governing principles do not provide a time or method for dissolution, upon approval by the members.
c. If no member can be located and the association’s operations have been discontinued for at least three years, by the managers or, if the association has no current manager, by its last manager.
d. By court order.
e. Under law other than this chapter.
2. After dissolution, an unincorporated nonprofit association continues in existence until its activities have been wound up and it is terminated pursuant to section 501B.29.
2010 Acts, ch 1112, §28, 33
Referred to in §501B.16
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.29 - Winding up and termination.

501B.29 Winding up and termination.
Winding up and termination of an unincorporated nonprofit association shall proceed in accordance with all of the following rules:
1. All known debts and liabilities must be paid or adequately provided for.
2. Any property subject to a condition requiring return to the person designated by the donor must be transferred to that person.
3. Any property subject to a trust must be distributed in accordance with the trust agreement.
4. Any remaining property must be distributed as follows:
a. As required by law other than this chapter that requires assets of an association to be distributed to another person with similar nonprofit purposes.
b. In accordance with the association’s governing principles or in the absence of applicable governing principles, to the members of the association per capita or as the members direct.
c. If neither paragraph “a” nor “b” applies, under chapter 556.
2010 Acts, ch 1112, §29, 33
Referred to in §501B.26, 501B.28, 501B.30
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.31 - Uniformity of application and construction.

501B.31 Uniformity of application and construction.
In applying and construing this chapter, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the revised uniform unincorporated nonprofit association Act as recommended by the national conference of commissioners on uniform state laws.
2010 Acts, ch 1112, §31, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 501B - REVISED UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT › Section 501B.32 - Relation to Electronic Signatures in Global and National Commerce Act.

501B.32 Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001, et seq., but does not modify, limit, or supersede section 101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that Act, 15 U.S.C. §7003(b).
2010 Acts, ch 1112, §32, 33
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.101 - Short title.

502.101 Short title.
This chapter may be cited as the “Iowa Uniform Securities Act”.
[C31, 35, §8581-c1; C39, §8581.01; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.1; C77, 79, 81, §502.101]
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.103 - References to federal statutes.

502.103 References to federal statutes.
“Securities Act of 1933”, 15 U.S.C. §77a et seq.; “Securities Exchange Act of 1934”, 15 U.S.C. §78a et seq.; “Public Utility Holding Company Act of 1935”, 15 U.S.C. §79 et seq.; “Investment Company Act of 1940”, 15 U.S.C. §80a-1 et seq.; “Investment Advisers Act of 1940”, 15 U.S.C. §80b-1 et seq.; “Employee Retirement Income Security Act of 1974”, 29 U.S.C. §1001 et seq.; “National Housing Act”, 12 U.S.C. §1701; “Commodity Exchange Act”, 7 U.S.C. §1 et seq.; “Internal Revenue Code”, 26 U.S.C. §1 et seq.; “Securities Investor Protection Act of 1970”, 15 U.S.C. §78aaa et seq.; “Securities Litigation Uniform Standards Act of 1998”, 112 Stat. 3227; “Small Business Investment Act of 1958”, 15 U.S.C. §661 et seq.; “Electronic Signatures in Global and National Commerce Act”, 15 U.S.C. §7001 et seq.; and “Dodd-Frank Wall Street Reform and Consumer Protection Act”, Pub. L. No. 111-203 mean those federal statutes and the rules and regulations adopted under those federal statutes, as in effect on January 1, 2015.
2004 Acts, ch 1161, §2, 68; 2015 Acts, ch 128, §2, 50, 51
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.105 - Electronic records and signatures.

502.105 Electronic records and signatures.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede §101(c) of that Act, 15 U.S.C. §7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that Act, 15 U.S.C. §7003(b). This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by a rule adopted or order issued under this chapter, in a manner consistent with section 104(a) of that Act, 15 U.S.C. §7004(a).
2004 Acts, ch 1161, §4, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.203 - Additional exemptions and waivers.

502.203 Additional exemptions and waivers.
A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of sections 502.301 through 502.306 and 502.504; and an order under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 502.201 and 502.202.
[SS15, §1920-u1, -u13; C24, 27, §8526, 8554; C31, 35, §8581-c5; C39, §8581.05; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.5; C77, 79, 81, §502.203]
83 Acts, ch 169, §4 – 7; 91 Acts, ch 40, §10 – 14; 96 Acts, ch 1025, §4, 5; 2001 Acts, ch 118, §3; 2004 Acts, ch 1161, §7, 68
Referred to in §502.204, 502.301, 502.302, 502.504, 502.608
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.204 - Denial, suspension, revocation, condition, or limitation of exemptions.

502.204 Denial, suspension, revocation, condition, or limitation of exemptions.
1. Enforcement-related powers. 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 section 502.201, subsection 3, paragraph “c”, or subsection 7, 8A, or 8B, or section 502.202, or an exemption or waiver created under section 502.203 with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in section 502.306, subsection 4, or section 502.604, and only prospectively.
2. Knowledge of order required. A person does not violate section 502.301, 502.303 through 502.306, 502.504, or 502.510 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.
[C31, 35, §8581-c4; C39, §8581.04; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.4(5); C77, 79, 81, §502.204]
2004 Acts, ch 1161, §8, 68; 2005 Acts, ch 19, §75
Referred to in §502.201, 502.604
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.301 - Securities registration requirement.

502.301 Securities registration requirement.
It is unlawful for a person to offer or sell a security in this state unless one of the following applies:
1. The security is a federal covered security.
2. The security, transaction, or offer is exempted from registration under sections 502.201 through 502.203.
3. The security is registered under this chapter.
[SS15, §1920-u15; C24, 27, §8561, 8563; C31, 35, §8581-c11; C39, §8581.11; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.11; C77, 79, 81, §502.301]
83 Acts, ch 169, §9; 91 Acts, ch 40, §19; 96 Acts, ch 1025, §7; 98 Acts, ch 1106, §3, 4, 24; 2004 Acts, ch 1161, §9, 68
Referred to in §502.201, 502.202, 502.203, 502.204, 502.509, 502.607, 502.608, 502.610, 502.701, 536A.22
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.307 - Waiver and modification.

502.307 Waiver and modification.
The administrator may waive or modify, in whole or in part, any or all of the requirements of sections 502.302, 502.303, and 502.304, subsection 2, or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 502.305, subsection 9.
2004 Acts, ch 1161, §16, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321C - Filing of solicitation materials.

502.321C Filing of solicitation materials.
Copies of all advertisements, circulars, letters, or other materials disseminated by the offeror or the target company, soliciting or requesting the acceptance or rejection of a takeover offer, shall be filed with the administrator and sent to the target company or offeror not later than the time the solicitation or request materials are first published, sent, or given to the offerees. The administrator may prohibit the use of any materials deemed false or misleading.
2004 Acts, ch 1161, §19, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321D - Fraudulent, deceptive, or manipulative acts and practices prohibited.

502.321D Fraudulent, deceptive, or manipulative acts and practices prohibited.
An offeror, target company, affiliate or associate of an offeror or target company, or broker-dealer acting on behalf of an offeror or target company shall not engage in a fraudulent, deceptive, or manipulative act or practice in connection with a takeover offer. For purposes of this section, a fraudulent, deceptive, or manipulative act or practice includes, but is not limited to, any of the following:
1. The publication or use in connection with a takeover offer of a false statement of a material fact, or the omission of a material fact which renders the statements made misleading.
2. The purchase of any of the equity securities of an officer, director, or beneficial owner of five percent or more of the equity securities of the target company by the offeror or the target company for a consideration greater than that to be paid to other shareholders, unless the terms of the purchase are disclosed in a registration statement filed pursuant to section 502.321B.
3. The refusal by a target company to permit an offeror who is a shareholder of record to examine or copy its list of shareholders, pursuant to the applicable corporation statutes, for the purpose of making a takeover offer.
4. The refusal by a target company to mail any solicitation materials published by the offeror to its security holders with reasonable promptness after receipt from the offeror of the materials, together with the reasonable expenses of postage and handling.
5. The solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security pursuant to a takeover offer, when the offer is suspended under section 502.321B, provided, however, that the target company may communicate during a suspension with its equity security holders to the extent required to respond to the takeover offer made pursuant to the Securities Exchange Act of 1934.
2004 Acts, ch 1161, §20, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321F - Administration — rules and orders.

502.321F Administration — rules and orders.
1. Exemption authority. The administrator may by rule or order exempt from any provision of this article the following:
a. A proposed takeover offer or a category or type of takeover offer which the administrator determines does not have the purpose or effect of changing or influencing the control of a target company.
b. A proposed takeover offer for which the administrator determines that compliance with the sections is not necessary for the protection of the offerees.
c. A person from the requirement of filing statements.
2. Conflicts with chapter 17A. In the event of a conflict between the provisions of chapter 17A and the provisions of this article, the provisions of this article shall prevail.
2004 Acts, ch 1161, §22, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321G - Fees.

502.321G Fees.
The administrator shall charge a nonrefundable filing fee of two hundred fifty dollars for a registration statement filed by an offeror. The fee shall be deposited as provided in section 505.7.
2004 Acts, ch 1161, §23, 68; 2009 Acts, ch 181, §60
Referred to in §502.321B
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321H - Nonapplication of corporate takeover law.

502.321H Nonapplication of corporate takeover law.
If the target company is a public utility, public utility holding company, national banking association, bank holding company, or savings and loan association which is subject to regulation by a federal agency and the takeover of such company is subject to approval by the federal agency, this article does not apply.
2004 Acts, ch 1161, §24, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.321I - Application of securities law.

502.321I Application of securities law.
All of the provisions of this chapter which are not in conflict with this article apply to any takeover offer involving a target company.
2004 Acts, ch 1161, §25, 68
Referred to in §502.701
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.403 - Investment adviser registration requirement and exemptions.

502.403 Investment adviser registration requirement and exemptions.
1. Registration requirement. It is unlawful for a person to 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 subsection 2.
2. Exemptions from registration. All of the following persons are exempt from the registration requirement of subsection 1:
a. 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 its principal place of business if its only clients in this state are any of the following:
(1) Federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter.
(2) Institutional investors.
(3) 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.
(4) Any other client exempted by rule adopted or order issued under this chapter.
b. A person without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph “a”.
c. Any other person exempted by rule adopted or order issued under this chapter.
3. Limits on employment or association. It is unlawful 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 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, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
4. Investment adviser representative registration required. It is unlawful for an investment adviser to 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 section 502.404, subsection 1, or is exempt from registration under section 502.404, subsection 2.
[C77, 79, 81, §502.403]
2004 Acts, ch 1161, §28, 68
Referred to in §502.404, 502.407, 502.509, 502.604, 502.608, 502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.405 - Federal covered investment adviser notice filing requirement.

502.405 Federal covered investment adviser notice filing requirement.
1. Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection 2, 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 3.
2. Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection 3:
a. A federal covered investment adviser without a place of business in this state if its only clients in this state are any of the following:
(1) Federal covered investment advisers, investment advisers registered under this chapter, and broker-dealers registered under this chapter.
(2) Institutional investors.
(3) Bona fide preexisting clients whose principal places of residence are not in this state.
(4) Other clients specified by rule adopted or order issued under this chapter.
b. A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve months, not more than five clients that are resident in this state in addition to those specified under paragraph “a”.
c. Any other person excluded by rule adopted or order issued under this chapter.
3. Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection 2, shall file a notice, a consent to service of process complying with section 502.611, and such records as have been filed with the securities and exchange commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this chapter and pay the fees specified in section 502.410, subsection 5.
4. Effectiveness of filing. The notice under subsection 3 becomes effective upon its filing.
[SS15, §1920-u19; C24, 27, §8577; C31, 35, §8581-c21; C39, §8581.26; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.26; C77, 79, 81, §502.405]
2004 Acts, ch 1161, §30, 68
Referred to in §502.404, 502.407, 502.408, 502.410, 502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.406 - Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

502.406 Registration by broker-dealer, agent, investment adviser, and investment adviser representative.
1. Application for initial registration. 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 section 502.611, and paying the fee specified in section 502.410 and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain all of the following:
a. The information or record required for the filing of a uniform application.
b. Upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate.
2. Amendment. If the information or record contained in an application filed under subsection 1 is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
3. Effectiveness of registration. If an order is not in effect and a proceeding is not pending under section 502.412, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.
4. Registration renewal. A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under section 502.412, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this chapter, by paying the fee specified in section 502.410, and by paying costs charged by the designee of the administrator for processing the filings.
5. Additional conditions or waivers. A rule adopted or order issued under this chapter may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. A rule adopted or order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.
[C24, 27, §8580; C31, 35, §8581-c24; C39, §8581.29; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.29; C77, 79, 81, §502.406]
97 Acts, ch 114, §13; 98 Acts, ch 1106, §14, 24; 2004 Acts, ch 1161, §31, 68; 2018 Acts, ch 1074, §5; 2019 Acts, ch 59, §176
Referred to in §502.408
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.407 - Succession and change in registration of broker-dealer or investment adviser.

502.407 Succession and change in registration of broker-dealer or investment adviser.
1. Succession. 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 502.401 or 502.403 or a notice pursuant to section 502.405 for the unexpired portion of the current registration or notice filing.
2. Organizational change. 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 forty-five days after filing its amendment to effect succession.
3. Name change. 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.
4. Change of control. 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 chapter.
[SS15, §1920-u21; C24, 27, §8579; C31, 35, §8581-c23; C39, §8581.28; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.28; C77, 79, 81, §502.407]
87 Acts, ch 53, §11; 2004 Acts, ch 1161, §32, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.409 - Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative — cessation of business — abandoned filings.

502.409 Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative — cessation of business — abandoned filings.
1. Withdrawal of registration. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule 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 such conditions as required by rule adopted or order issued under this chapter. The administrator may institute a disciplinary action under section 502.412, including an action to revoke, suspend, condition, or limit the registration of a registrant, censure, impose a bar, or impose a civil penalty, within two years after the withdrawal became effective automatically and issue a disciplinary order as of the last date on which registration was effective if a proceeding is not pending.
2. Ceasing to do business and abandoned filings. If the administrator finds that any registrant or applicant for registration is no longer in existence or has ceased to do business as a broker-dealer, agent, investment adviser, or investment adviser representative, or is subject to an adjudication of mental incompetence or to the control of a committee, conservator, or guardian, or cannot be located after search, the administrator may by order revoke the registration or application. If the administrator finds that the applicant for registration or registrant has abandoned the application or registration, the administrator may enter an order of abandonment, and limit or eliminate further consideration of the application or registration, as provided by the administrator. The administrator may enter an order under this subsection if notice is sent to the applicant or registrant, and either the administrator does not receive a response by the applicant or registrant within forty-five days from the date that the notice was delivered, or action is not taken by the applicant or registrant within the time specified by the administrator in the notice, whichever is later.
2004 Acts, ch 1161, §34, 68; 2009 Acts, ch 145, §2; 2014 Acts, ch 1007, §2
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.410 - Filing fees.

502.410 Filing fees.
1. Broker-dealers. A person shall pay a fee of two hundred dollars when initially filing an application for registration as a broker-dealer and a fee of two hundred dollars when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
2. Agents. The fee for an individual is forty dollars when filing an application for registration as an agent, a fee of forty dollars when filing a renewal of registration as an agent, and a fee of forty dollars when filing for a change of registration as an agent. Of each forty-dollar fee collected, ten dollars is appropriated to the securities investor education and financial literacy training fund established under section 502.601, subsection 5. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
3. Investment advisers. A person shall pay a fee of one hundred dollars when filing an application for registration as an investment adviser and a fee of one hundred dollars when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
4. Investment adviser representatives.
a. The fee for an individual is thirty dollars when filing an application for registration as an investment adviser representative, a fee of thirty dollars when filing a renewal of registration as an investment adviser representative, and a fee of thirty dollars when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
b. However, an investment adviser representative is not required to pay a filing fee if the investment adviser is a sole proprietorship or the substantial equivalent and the investment adviser representative is the same individual as the investment adviser.
5. Federal covered investment advisers. A federal covered investment adviser required to file a notice under section 502.405 shall pay an initial fee of one hundred dollars and an annual notice fee of one hundred dollars.
6. Payment. A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this chapter.
7. Deposit of fees. Except as otherwise provided in subsection 2, fees collected under this section shall be deposited as provided in section 505.7.
2004 Acts, ch 1161, §35, 68; 2008 Acts, ch 1123, §4; 2009 Acts, ch 181, §61
Referred to in §502.405, 502.406, 502.408, 502.601
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.501 - General fraud.

502.501 General fraud.
It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:
1. To employ a device, scheme, or artifice to defraud;
2. To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or
3. To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
[C77, 79, 81, §502.501]
87 Acts, ch 53, §12; 97 Acts, ch 114, §14; 98 Acts, ch 1106, §16, 24; 2004 Acts, ch 1161, §38, 68
Referred to in §502.508, 502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.501A - Prohibited transactions of broker-dealers and agents.

502.501A Prohibited transactions of broker-dealers and agents.
A broker-dealer or agent shall not effect a transaction in, or induce or attempt to induce the purchase or sale of, any security in this state by means of any manipulative, deceptive, or other fraudulent scheme, device, or contrivance, fictitious quotation, or in violation of this chapter. A broker-dealer or agent shall not recommend to a customer the purchase, sale, or exchange of a security without reasonable grounds to believe that the transaction or recommendation is suitable for the customer based upon reasonable inquiry concerning the customer’s investment objectives, financial situation and needs, and other relevant information known by the broker-dealer.
2004 Acts, ch 1161, §39, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.502 - Prohibited conduct in providing investment advice.

502.502 Prohibited conduct in providing investment advice.
1. Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities to do any of the following:
a. Employ a device, scheme, or artifice to defraud another person.
b. Engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
2. Rules defining fraud. A rule 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 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.
3. Rules specifying contents of advisory contract. A rule adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
[C31, 35, §8581-c18; C39, §8581.23; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.23; C77, 79, 81, §502.502]
96 Acts, ch 1025, §13; 2004 Acts, ch 1161, §40, 68
Referred to in §502.508, 502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.503 - Evidentiary burden.

502.503 Evidentiary burden.
1. Civil. 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.
2. Criminal. In a criminal proceeding under this chapter, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
[C77, 79, 81, §502.503]
98 Acts, ch 1106, §18, 19, 24; 99 Acts, ch 166, §6; 2004 Acts, ch 1161, §41, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.504 - Filing of sales and advertising literature.

502.504 Filing of sales and advertising literature.
1. Filing requirement. Except as otherwise provided in subsection 2, a rule 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.
2. Excluded communications. This section does not apply to sales and advertising literature specified in subsection 1 which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by section 502.201, 502.202, or 502.203 except as required pursuant to section 502.201, subsection 7.
2A. Authority to prohibit false advertising. The administrator may by rule or order prohibit the publication, circulation, or use of any advertising deemed false or misleading.
[C77, 79, 81, §502.504]
99 Acts, ch 166, §7; 2004 Acts, ch 1161, §42, 68
Referred to in §502.201, 502.202, 502.203, 502.204, 536A.22
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.505 - Misleading filings.

502.505 Misleading filings.
It is unlawful 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 chapter, 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 to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
[C77, 79, 81, §502.505]
2004 Acts, ch 1161, §43, 68
Referred to in §502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.506 - Misrepresentations concerning registration or exemption — official endorsements prohibited.

502.506 Misrepresentations concerning registration or exemption — official endorsements prohibited.
1. Certain representations not allowed. 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 upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
1A. Official endorsement prohibited. A state official or employee of the state shall not use such person’s name in an official capacity in connection with the endorsement or recommendation of the organization or the promotion of any issuer or in the sale to the public of its securities, and no one shall use the stationery of the state or of any official thereof in connection with any such transaction.
[C77, 79, 81, §502.506]
2004 Acts, ch 1161, §44, 68
Referred to in §502.509, 502.610
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.506A - Misstatements in publicity prohibited.

502.506A Misstatements in publicity prohibited.
It is unlawful for any person to make or cause to be made, in any public report or press release, or in other information which is either made generally available to the public or used in opposition to a tender offer, any statement of a material fact relating to a target company or made in connection with a takeover offer which is, at the time and in the light of the circumstances under which it is made, false or misleading, if it is reasonably foreseeable that such statement will induce other persons to buy, sell, or hold securities of the target company.
2004 Acts, ch 1161, §45, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.507 - Qualified immunity.

502.507 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, or 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 that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement’s truth or falsity.
[C77, 79, 81, §502.507]
2004 Acts, ch 1161, §46, 68
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.508 - Criminal penalties.

502.508 Criminal penalties.
1. Criminal penalties.
a. Except as provided in paragraph “b”, a person who willfully violates any provision of this chapter, or any rule adopted or order issued under this chapter, is guilty of a class “D” felony.
b. A person who willfully violates section 502.501 or section 502.502, subsection 1, resulting in a loss of more than ten thousand dollars is guilty of a class “C” felony.
2. Criminal reference not required. The attorney general or the proper county attorney, with or without a reference from the administrator, may institute criminal proceedings under this chapter.
3. No limitation on other criminal enforcement. This chapter does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.
2004 Acts, ch 1161, §47, 68; 2005 Acts, ch 19, §76
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.603 - Civil enforcement.

502.603 Civil enforcement.
1. Civil action instituted by administrator. 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 chapter or a rule adopted or order issued under this chapter 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 chapter or a rule adopted or order issued under this chapter, the administrator may maintain an action in the county in which the person against whom the action is being brought resides, has a principal place of business, or is doing business, or in the county where the transaction or any substantial portion of the transaction which is the subject of the action occurred, or in the county in which one or more of the victims of the transaction which is the subject of the action resides, to enjoin the act, practice, or course of business and to enforce compliance with this chapter or a rule adopted or order issued under this chapter.
2. Relief available. In an action under this section and on a proper showing, the court may do any of the following:
a. Issue a permanent or temporary injunction, restraining order, or declaratory judgment.
b. Order other appropriate or ancillary relief, which may include any of the following:
(1) Ordering 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 not to exceed a maximum of five thousand dollars for a single violation or five hundred thousand dollars 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 chapter or the predecessor chapter or a rule adopted or order issued under this chapter or the predecessor chapter.
(4) Ordering the payment of prejudgment and postjudgment interest.
c. Order such other relief as the court considers appropriate.
3. No bond required. The administrator shall not be required to post a bond in an action or proceeding under this chapter.
[C31, 35, §8581-c17; C39, §8581.21; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.21(1 – 4); C77, 79, 81, §502.603]
83 Acts, ch 169, §16; 91 Acts, ch 40, §31; 94 Acts, ch 1031, §16; 2001 Acts, ch 118, §9; 2004 Acts, ch 1161, §52, 68; 2007 Acts, ch 137, §4; 2017 Acts, ch 54, §76
Referred to in §502.604A
2023 Iowa Code › Title XII - BUSINESS ENTITIES › Chapter 502 - UNIFORM SECURITIES ACT (BLUE SKY LAW) › Section 502.604A - Law enforcement authority.

502.604A Law enforcement authority.
The administrator or the administrator’s designee, when carrying out the provisions of section 502.603 or 502.604, may develop, share, and receive information related to any law enforcement purpose, including any criminal investigation. An insurance fraud bureau investigator shall be authorized to conduct an investigation under article 5 of this chapter and shall have law enforcement authority pursuant to section 507E.8.
91 Acts, ch 40, §34; 94 Acts, ch 1031, §17; 2004 Acts, ch 1161, §54, 68; 2020 Acts, ch 1016, §1