2023 Michigan Compiled Laws › Chapter 451 - Securities, Real Estate, and Debt Management › Act 551 of 2008 - Uniform Securities Act (2002) (451.2101 - 451.2703) › Article 1 - General Provisions (451.2101...451.2105) › Section 451.2102 - Definitions; a to G.

451.2102 Definitions; A to G.
Sec. 102.
As used in this act, unless the context otherwise requires:
(a) "Administrator" means the office of financial and insurance regulation of the department of energy, labor, and economic growth.
(b) "Agent" means an individual other than a broker-dealer who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. The term does not include a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions, unless the individual otherwise comes within the term. The term does not include an individual excluded by rule or order under this act. The term does not include a person acting solely as a finder and registered as a broker-dealer under this act or acting as a finder in a transaction exempt under section 202(1)(r).
(c) "Bank" means any of the following:
(i) A banking institution organized under the laws of the United States.
(ii) A member bank of the federal reserve system.
(iii) Any other banking institution that meets all of the following:
(A) It is doing business under the laws of a state or of the United States.
(B) A substantial portion of its business consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to 12 USC 92a.
(C) It is supervised and examined by a state or federal agency having supervision over banks.
(D) It is not operated for the purpose of evading this act.
(iv) A receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (i), (ii), or (iii).
(d) "Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include any of the following:
(i) An agent.
(ii) An issuer.
(iii) A bank or savings institution if its activities as a broker-dealer are limited to those specified in section 3(a)(4) and 3(a)(5) of the securities exchange act of 1934, 15 USC 78c, or a bank that satisfies the conditions described in section 3(a)(4)(E) of the securities exchange act of 1934, 15 USC 78c.
(iv) An international banking institution.
(v) A person excluded by rule or order under this act.
(e) "Depository institution" means a bank; or a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by federal statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law; or a bank that does not receive deposits because of a limitation in its charter, articles of incorporation, or articles of association. The term does not include any of the following:
(i) An insurance company or other organization primarily engaged in the business of insurance.
(ii) A Morris Plan bank.
(iii) An industrial loan company that is not an insured depository institution, as that term is defined in section 3(c)(2) of the federal deposit insurance act, 12 USC 1813(c)(2).
(f) "Federal covered investment adviser" means a person registered under the investment advisers act of 1940.
(g) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the securities act of 1933, 15 USC 77r, or rules or regulations adopted under that provision.
(h) "Filing" means the receipt under this act of a record by the administrator or a designee of the administrator.
(i) "Finder" means a person who, for consideration, participates in the offer to sell, sale, or purchase of securities by locating, introducing, or referring potential purchasers or sellers. Finder does not include a person whose actions are solely incidental to a transaction exempt pursuant to section 202(1)(r). The administrator may by rule or order exclude other persons from this definition.
(j) "Fraud," "deceit," and "defraud" include, but are not limited to, common law deceit.
(k) "Guaranteed" means guaranteed as to payment of all principal and all interest.
History:
2008, Act 551, Eff. Oct. 1, 2009
Compiler's Notes:
For transfer of securities division of office of finance and insurance regulation from office of finance and insurance regulation to department of licensing and regulatory affairs, see E.R.O. No. 2012-6, compiled at MCL 445.2034.