reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:9 - Administration.

421-A:9 Administration. –
I. This chapter shall be administered by the secretary of state and employees designated by him within the department. The secretary of state may adopt rules, pursuant to RSA 541-A, as necessary to carry out the purposes of this chapter.
II. The secretary of state may establish fees for the filing of any registration statement, not to exceed $2,500, to recover the costs of administering this chapter. Such fees may vary according to the maximum consideration payable by the offeror for the securities which are the subject of the takeover bid. Such fees shall not be refunded in the event a filing under this chapter is not approved for cause by the secretary of state.
Source.
1977, 20:1. 1983, 144:7. 1988, 62:9, 13. 1991, 355:89, I, 90. 1992, 288:31, eff. July 1, 1992.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:10 - Designation of Secretary of State for Service.

421-A:10 Designation of Secretary of State for Service. –
I. Every nonresident offeror, except a foreign corporation which has appointed and keeps a resident agent in this state, shall be deemed to have appointed the secretary of state as his agent upon whom may be served any lawful process, authorized by this chapter, with the same effect as though served upon the offeror personally.
II. Service of process pursuant to this section shall be accomplished by leaving a copy of the process in the office of the secretary of state, but it shall not be effective unless notice of the service and a copy of the process is sent by registered mail to the nonresident offeror served, at his last known address.
Source.
1977, 20:1, eff. Mar. 25, 1977.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:11 - Enforcement.

421-A:11 Enforcement. –
I. Whenever it appears to the secretary of state that any person has engaged in or is about to engage in any act or practice constituting a violation of this chapter, or any rule adopted or order issued under it, the secretary of state may issue and cause to be served upon any person violating any of the provisions of this chapter, an order requiring the person to cease and desist therefrom; and the secretary of state may bring an action in a court of competent jurisdiction to enjoin the acts or practices and to enforce compliance with this chapter or any rule adopted or order issued under it. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order and may order rescission of any sales or purchases of securities determined to be unlawful under this chapter, or any rule adopted or order issued under it. The court may not require the secretary of state to post a bond.
II. In any court proceedings, the attorney general may apply for and, on due showing, be entitled to have issued the court's subpoena requiring the appearance of any defendant and his employees or agents and the production of documents, books and records as may appear necessary for the hearing of the petition, and to testify and give evidence concerning the acts, conduct or things complained of in the action.
III. Whenever it appears that any person has engaged in or is about to engage in any act or practice constituting a violation of this chapter or any rule adopted or order issued under it, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in a court of competent jurisdiction to enjoin the acts or practices and to enforce compliance with the chapter or any rule adopted or order issued under it. Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this chapter or any rule or order of the attorney general.
Source.
1977, 20:1. 1988, 62:10, 11, 13. 1991, 355:69, 89, I. 1992, 288:31, eff. July 1, 1992.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:12 - Appeal to Superior Court.

421-A:12 Appeal to Superior Court. –
I. Any party aggrieved by a decision or final order of the secretary of state under RSA 421-A:6 or RSA 421-A:11 may appeal to the superior court by filing a petition within 20 days of the date of said decision or order, setting forth that such decision is illegal, unjust or unreasonable, in whole or in part, and specifying the grounds upon which the same is claimed to be illegal, unjust or unreasonable. A copy of such petition shall be served on the secretary of state.
II. Upon the filing of an appeal, the secretary of state shall transfer to the court the record of the proceeding before him and all papers on file in his department relating to or affecting such decision or order, or a certified copy thereof. The appeal shall be given precedence over other matters then pending in the court. The scope of review by the superior court shall be limited to questions of law. After hearing and upon consideration of the record, the court may affirm, vacate or modify, in whole or in part, the decision of the secretary of state, or may remand the same to the secretary of state for further findings. In the absence of a seasonable appeal, said decision and order shall be final.
III. An appeal does not suspend the operation of the order or decision from which the appeal is taken during the pendency of the appeal unless so ordered by the court. An appeal may be taken from the judgment of the court on any appeal as an appeal is otherwise taken in civil actions.
Source.
1977, 20:1. 1988, 62:13. 1991, 355:89, I, 90. 1992, 288:31, eff. July 1, 1992.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:13 - Criminal Penalties.

421-A:13 Criminal Penalties. –
I. Any person who violates RSA 421-A:3 or any rule adopted under it, or any order of which he has notice, or who willfully violates RSA 421-A:7, 8 or 11 or any rule adopted or order issued thereunder, shall be guilty of a class B felony if a natural person, or guilty of a felony if any other person. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any of such offenses shall not bar prosecution or conviction for any other offense. No indictment or information may be returned more than 6 years after the alleged violation.
II. Nothing in this chapter shall be construed to limit the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
Source.
1977, 20:1. 1988, 62:12. 1991, 355:70, eff. July 1, 1991.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:14 - Civil Liability of Offeror for Violations.

421-A:14 Civil Liability of Offeror for Violations. –
I. Any offeror who purchases a security in connection with a takeover offer in violation of this chapter shall be liable to the person selling the security to him, who may sue either at law or in equity. In an action for rescission the seller shall be entitled to recover the security, plus any income received by the purchasers thereon, upon tender of the consideration received. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as in civil actions or by certified mail to the last known address of the person liable. Damages shall be the amount by which either the value of the security on the date of purchase or its present value, whichever is greater, exceeds the present value of the consideration received for the security.
II. Every person who directly or indirectly controls a person liable under paragraph I of this section, every partner, principal executive officer or director of such person, every person occupying a similar status of performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person who would otherwise be so liable proves that he did not know, and, in the exercise of reasonable care, could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution, as in cases of contract, among the several persons so liable.
III. No action may be maintained under paragraph I of this section unless commenced before the expiration of 3 years after the act or transaction constituting the violation or the expiration of one year after the discovery of the facts constituting the violation, whichever first expires.
IV. The rights and remedies under this chapter are in addition to any other rights or remedies that may exist at law or in equity.
Source.
1977, 20:1, eff. Mar. 25, 1977.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:15 - Exclusions.

421-A:15 Exclusions. –
This chapter shall not apply when:
I. The offeror or the target company is a public utility or a public utility holding company as defined in section 2 of the "Public Utility Holding Company Act of 1935" (49 Stat. 803, 15 U.S.C. section 79 et seq.), as amended, and the takeover bid is subject to approval by the appropriate federal agency as provided in said act;
II. The offeror or the target company is a bank or a bank holding company subject to the "Bank Holding Company Act of 1956" (70 Stat. 133, 12 U.S.C. section 1841 et seq.), and subsequent amendments thereto, and the takeover bid is subject to approval by the appropriate federal agency as provided in said act;
III. The offeror or the target company is a savings and loan holding company as defined in section 2 of the "Savings and Loan Holding Company Amendments of 1967" (82 Stat. 5, 12 U.S.C. section 1730a), as amended, and the takeover bid is subject to approval by the appropriate federal agency as provided in said amendments;
IV. The offeror and the target company are banks and the offer is part of a merger transaction subject to approval by appropriate federal supervisory authorities;
V. The target companies are incorporated insurance agencies subject to regulation under Title XXXVII.
Source.
1977, 20:1. 1983, 144:8, eff. Aug. 6, 1983.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:16 - Severability.

421-A:16 Severability. –
If any provision of this chapter or the application of this chapter to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provisions or application; and, to this end, the provisions of this chapter are severable.
Source.
1983, 144:9, eff. Aug. 6, 1983.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-A - Disclosure of Security Takeovers › Section 421-A:17 - Reconciliation With Other Laws.

421-A:17 Reconciliation With Other Laws. –
If any provision of this chapter otherwise applicable to a takeover bid for a target company organized under the law of another jurisdiction is inconsistent with a provision of a statute regulating takeovers of such other jurisdiction such that either (a) compliance with the provision of such other law would be impossible or (b) the provision of this chapter would impose greater restrictions on the offeror, the target company, or shareholders of the target company with respect to such takeover bid, then such provision of this chapter shall be inapplicable to such takeover bid; provided, further, that the foregoing provisions of this section shall be inapplicable in the case of any provision of a statute of another jurisdiction if such provision of such statute, or such statute as a whole, has been held or declared unconstitutional under the United States Constitution or otherwise illegal or invalid by the highest court of such other jurisdiction or by a United States federal court having jurisdiction, which holding or declaration has not been reversed on reconsideration or appeal.
Source.
1987, 411:16, eff. May 26, 1987.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:1-103 - References to Federal Statutes.

421-B:1-103 References to Federal Statutes. –
"Securities Act of 1933" (15 U.S.C. section 77a et seq.), "Securities Exchange Act of 1934" (15 U.S.C. section 78a et seq.), "Public Utility Holding Company Act of 1935" (15 U.S.C. section 79 et seq. ), "Investment Company Act of 1940" (15 U.S.C. section 80a-1 et seq.), "Investment Advisers Act of 1940" (15 U.S.C. section 80b-1 et seq.), "Employee Retirement Income Security Act of 1974" (29 U.S.C. section 1001 et seq.), "National Housing Act" (12 U.S.C. section 1701 et seq.), "Commodity Exchange Act" (7 U.S.C. section 1 et seq.), "Internal Revenue Code" (26 U.S.C. section 1 et seq.), "Securities Investor Protection Act of 1970" (15 U.S.C. section 78aaa et seq.), "Securities Litigation Uniform Standards Act of 1998" (112 Stat. 3227), "Small Business Investment Act of 1958" (15 U.S.C. section 661 et seq.), and "Electronic Signatures in Global and National Commerce Act" (15 U.S.C. section 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this chapter.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:1-104 - References to Federal Agencies.

421-B:1-104 References to Federal Agencies. –
A reference in this chapter to an agency or department of the United States is also a reference to a successor agency or department.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:1-105 - Electronic Records and Signatures.

421-B:1-105 Electronic Records and Signatures. –
This chapter is subject to UETA. This chapter authorizes the filing of records and signatures, when specified by provisions of this chapter or by an order issued under this chapter, in a manner consistent with UETA.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:2-203 - Additional Exemptions and Waivers.

421-B:2-203 Additional Exemptions and Waivers. –
An order issued by the secretary of state under this chapter may exempt a security, transaction, or offer; an order by the secretary of state under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of RSA 421-B:3-301 through RSA 421-B:3-306 and RSA 421-B:5-504; and an order by the secretary of state under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under RSA 421-B:2-201 and RSA 421-B:2-202.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:2-204 - Denial, Suspension, Revocation, Conditions, or Limitation of Exemptions.

421-B:2-204 Denial, Suspension, Revocation, Conditions, or Limitation of Exemptions. –
(a) Enforcement related powers. Except with respect to securities or a transaction preempted by section 18(b) of the Securities Act of 1933, an order by the secretary of state under this chapter may deny, suspend application of, condition, limit, or revoke an exemption created under RSA 421-B:2-201(3)(C) or RSA 421-B:2-202 or an exemption or waiver created under RSA 421-B:2-203 with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in RSA 421-B:3-306(d) or RSA 421-B:6-604 and only prospectively.
(b) Knowledge of order required. A person does not violate RSA 421-B:3-301, RSA 421-B:3-303 through RSA 421-B:3-306, RSA 421-B:5-504, or RSA 421-B:5-510 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. For purposes of subsection (b), a person will be conclusively presumed to have knowledge of an order which is mailed to the last address specified by such person to the secretary of state, if any, or which is published in a newspaper of statewide circulation.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:3-301 - Securities Registration Requirement.

421-B:3-301 Securities Registration Requirement. –
(a) It is unlawful for a person to offer or sell a security in this state unless:
(1) the security is a federal covered security;
(2) the security, transaction, or offer is exempted from registration under RSA 421-B:2-201 through RSA 421-B:2-203; or
(3) the security is registered under this chapter.
(b) Articles of incorporation for a new corporation or an application for a certificate of authority for a foreign corporation under RSA 293-A, articles of incorporation for a professional corporation or an application for a certificate of authority for a foreign professional corporation under RSA 294-A, an application for registration of a registered limited liability partnership or a notice of registration of a foreign registered limited liability partnership under RSA 304-A, a certificate of limited partnership for a new limited partnership or an application for registration of a foreign limited partnership under RSA 304-B, a certificate of formation for a new limited liability company or an application for registration as a foreign limited liability company under RSA 304-C, and a certificate of formation for a new professional limited liability company or an application for registration as a foreign professional limited liability company under RSA 304-D shall contain a statement that the capital stock of the corporation, memberships, or the interests of the limited partnership, limited liability partnership, or limited liability company have been registered, or when offered will be registered, under this chapter or are exempted, or when offered will be exempted, under this chapter, or are or will be offered in a transaction exempted from registration under this chapter, or are not securities under this chapter, or are federal covered securities under this chapter. In the case of a New Hampshire corporation, professional corporation, limited partnership, registered limited liability partnership, limited liability company, or professional limited liability company, the articles of incorporation, certificate of limited partnership, or certificate of formation shall state that the capital stock, memberships, or interests in the limited partnership, limited liability partnership, or limited liability company will be sold or offered for sale in compliance with this chapter. The statement included pursuant to this paragraph shall not by itself constitute a registration, or a notice of exemption from registration, of securities within the meaning of sections 448 and 461(i)(3) of the United States Internal Revenue Code and the regulations promulgated thereunder.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:3-307 - Waiver and Modification.

421-B:3-307 Waiver and Modification. –
The secretary of state may waive or modify, in whole or in part, any or all of the requirements of RSA 421-B:3-302, RSA 421-B:3-303, and RSA 421-B:3-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to RSA 421-B:3-305(i).
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:4-405 - Federal Covered Investment Adviser Notice Filing Requirement.

421-B:4-405 Federal Covered Investment Adviser Notice Filing Requirement. –
(a) Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).
(b) Notice filing requirement not required. The following federal covered investment advisers are not required to comply with subsection (c):
(1) a federal covered investment adviser without a place of business in this state if its only clients in this state are:
(A) federal covered investment advisers, investment advisers registered under this 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 order issued under this chapter;
(2) any other person excluded by order issued under this chapter.
(c) Notice filing procedure. A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with RSA 421-B:6-611, and such records as have been filed with the SEC under the Investment Advisers Act of 1940 required by order issued under this chapter and pay the fees specified in RSA 421-B:4-410(c). Initial fees shall be paid before business is transacted in this state, and annual fees shall be paid on or before December 31 of the current year for the ensuing year. Federal covered advisers shall submit copies to the secretary of state of all documents filed with the SEC pursuant to the federal securities laws within 10 business days of their submission to the SEC. Documents and fees that are accepted by IARD may be submitted through IARD. Other documents filed or deemed filed with the SEC shall be submitted directly to the secretary of state.
(d) Effectiveness of filing. The notice under subsection (c) becomes effective upon its filing.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:4-407 - Succession and Change in Registration of Broker-Dealer or Investment Adviser.

421-B:4-407 Succession and Change in Registration of Broker-Dealer or Investment Adviser. –
(a) 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 RSA 421-B:4-401 or RSA 421-B:4-403 or a notice pursuant to RSA 421-B:4-405 for the unexpired portion of the current registration or notice filing.
(b) 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 45 days after filing its amendment to effect succession.
(c) Name change. A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration and paying the fees set forth in RSA 421-B:6-614. The amendment becomes effective when filed or on a date designated by the registrant.
(d) Change of control. A change of control of a broker-dealer or investment adviser may be made in accordance with an order issued under this chapter.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:4-409 - Withdrawal of Registration of Broker-Dealer, Agent, Investment Adviser, and Investment Adviser Representative.

421-B:4-409 Withdrawal of Registration of Broker-Dealer, Agent, Investment Adviser, and Investment Adviser Representative. –
(a) The secretary of state may determine by order the requirements and procedures for withdrawal of registration by a broker-dealer, agent, investment adviser, or 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 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 order issued under this chapter. The secretary of state may institute a revocation or suspension proceeding under RSA 421-B:4-412 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.
(b) The application for withdrawal of licensure as an investment adviser under the Investment Advisers Act of 1940 shall be completed by following the instructions to Form ADV-W (Notice of Withdrawal from Registration as Investment Adviser) (17 C.F.R. section 279.2) and filed upon Form ADV-W with the IARD.
(c) The application for withdrawal of licensure as an investment adviser representative under the Investment Advisers Act of 1940 shall be completed by following the instructions to Form U-5 (Uniform Termination Notice for Securities Industry Registration) and filed upon Form U-5 with the IARD.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:4-410 - Filing Fees.

421-B:4-410 Filing Fees. –
(a) Broker-dealers. A person shall pay a fee of $300 when initially filing an application for registration as a broker-dealer and a fee of $250 when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the secretary of state shall retain $50 of the fee.
(b) Agents. The fee for an individual is $130 when filing an application for registration as an agent, a fee of $100 when filing a renewal of registration as an agent, and a fee of $25 when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the secretary of state shall retain $30 of the fee.
(c) Investment advisers. A person shall pay a fee of $250 when filing an application for registration as an investment adviser and a fee of $200 when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the secretary of state shall retain $50 of the fee.
(d) Investment adviser representatives. The fee for an individual is $125 when filing an application for registration as an investment adviser representative, a fee of $100 ($50 per agent; $50 per license) when filing a renewal of registration as an investment adviser representative, and a fee of $100 when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the secretary of state shall retain $25 of the fee.
(e) Federal covered investment advisers. A federal covered investment adviser required to file a notice under RSA 421-B:4-405 shall pay an initial fee of $250 and an annual notice fee of $200.
(f) 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.
(g) Dual agent/investment adviser representative. An investment adviser representative who is registered as an agent under RSA 421-B:4-402 and who represents a person that is both registered as a broker-dealer under RSA 421-B:4-401 and registered as an investment adviser under RSA 421-B:4-403 or required as a federal covered investment adviser to make a notice filing under RSA 421-B:4-405 is not required to pay an initial or annual registration fee for registration as an investment adviser representative.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-503 - Evidentiary Burden.

421-B:5-503 Evidentiary Burden. –
(a) 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.
(b) 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.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-504 - Filing of Sales and Advertising Literature.

421-B:5-504 Filing of Sales and Advertising Literature. –
(a) Filing requirement. Except as otherwise provided in subsection (b), an 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) Secretary of state's discretionary information requests. The secretary of state may require at any reasonable time and in any reasonable manner from any person or issuer subject to this title, statements; reports, including reports audited by independent public accountants and sales reports; answers to questionnaires; and other information and evidence thereof, in whatever reasonable form the secretary of state designates, and at such reasonable intervals as the secretary of state may choose, or from time to time.
(c) Excluded communications. This section does not apply to sales and advertising literature specified in subsection (a), or statements, reports or any other information referenced in subsection (b), which relate to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by RSA 421-B:2-201, RSA 421-B:2-202, or RSA 421-B:2-203 except as required pursuant to RSA 421-B:2-201(7).
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-505 - Misleading Filings.

421-B:5-505 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.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-506 - Misrepresentations Concerning Registration or Exemption.

421-B:5-506 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 secretary of state 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 secretary of state 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.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-507 - Qualified Immunity.

421-B:5-507 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 secretary of state, or designee of the secretary of state, 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.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-508 - Criminal Penalties.

421-B:5-508 Criminal Penalties. –
(a) Any person who willfully violates any provisions of RSA 421-B:5-501(a) or RSA 421-B:5-502(a) or a cease and desist order or injunction issued pursuant to RSA 421-B:6-603 or RSA 421-B:6-604, or who violates RSA 421-B:5-505 knowing that the statement was false or misleading in any material respect, shall be guilty of a class B felony. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.
(b) Any person who willfully violates RSA 421-B:4-401(a), RSA 421-B:4-402(a), RSA 421-B:4-403(a), RSA 421-B:3-301(a), or RSA 421-B:5-506 shall be guilty of a misdemeanor. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense. For any subsequent offense, any person shall be guilty of a class B felony.
(c) Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime by statute.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:5-511 - Liability of Issuers, Sellers, and Others Who Facilitate Exchange of Open Blockchain Tokens.

421-B:5-511 Liability of Issuers, Sellers, and Others Who Facilitate Exchange of Open Blockchain Tokens. –
Notwithstanding any other provision of law, an issuer, seller, or a person who facilitates the exchange of an open blockchain token is subject to the provisions of RSA 421-B:5-501 through RSA 421-B:5-503 and RSA 421-B:5-505 through RSA 421-B:5-510 only to the extent necessary to carry out those sections. The secretary of state shall have the authority provided under RSA 421-B:6-601 through RSA 421-B:6-613 to determine compliance with the provisions of this section, including whether a person qualifies for the exemptions set forth in this section. The evidentiary burdens specified in RSA 421-B:5-503 shall apply in any proceeding initiated by the secretary of state pursuant to this subsection.
Source.
2022, 281:85, eff. Jan. 1, 2023.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-605 - Orders, Interpretative Opinions, and Hearings.

421-B:6-605 Orders, Interpretative Opinions, and Hearings. –
(a) Issuance and adoption of forms, orders, and rules. The secretary of state may by order, define terms, whether or not used in this chapter, when those definitions are not inconsistent with this chapter.
(b) Findings and cooperation. All actions undertaken by the secretary of state pursuant to this section shall be taken only when the secretary of state finds such action necessary or appropriate to the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this title. In preparing forms, setting standards, and reviewing offerings, the secretary of state may cooperate with the securities regulators of other states, self regulatory organizations, and the Securities and Exchange Commission in order to implement the policy of this chapter in an efficient and effective manner and to achieve maximum uniformity in the form and content of registration statements, applications, reports, and requirements for issuers, broker-dealers, and investment advisors, where practicable.
(c) Financial statements. Subject to section 15(h) of the Securities Exchange Act and Section 222 of the Investment Advisers Act of 1940, the secretary of state may require that a financial statement filed under this chapter be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule or order under this chapter. Subject to section 15(h) of the Securities Exchange Act and section 222 of the Investment Advisors Act of 1940, a rule or order under this chapter may establish the form and content of financial statements required under this chapter.
(d) Interpretative opinions. The secretary of state may provide interpretative opinions or may issue determinations that the secretary of state will not institute an enforcement proceeding or commence an action under this chapter against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with the purposes intended by this chapter. The secretary of state may assess a reasonable charge for interpretative opinions or determinations that the secretary of state will not commence an action or institute an enforcement proceeding under this chapter.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-606 - Administrative Files and Opinions.

421-B:6-606 Administrative Files and Opinions. –
(a) Public register of filings. The secretary of state shall maintain a register of all applications for registration of securities; registration statements; notice filings, applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this chapter or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this chapter or the predecessor act; and interpretative opinions or no-action determinations issued under this chapter.
(b) Public availability. The secretary of state shall make all forms, interpretative opinions, and orders available to the public.
(c) Copies of public records. Upon request, the secretary of state shall furnish to a person a copy of a record that is a public record pursuant to RSA 91-A or a certification that the public record does not exist. The secretary of state may prescribe a reasonable charge for furnishing the record. A copy of the record certified or a certificate of its nonexistence by the secretary of state is prima facie evidence.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-607 - Public Records; Confidentiality.

421-B:6-607 Public Records;  Confidentiality. –
(a) Presumption of public records. Except as otherwise provided in subsection (b), records obtained by the secretary of state or filed under this chapter, including a record contained in or filed with any registration statement, application, notice filing, or report, are public records and are available for public examination.
(b) The information contained in or filed with any registration statement, application, or report may be made available to the public in accordance with RSA 91-A. A person who files a record in connection with a registration statement under RSA 421-B:3-301 and RSA 421-B:3-303 through RSA 421-B:3-305 or a record under RSA 421-B:4-411(d) that contains trade secrets or confidential information may request that the secretary of state treat such record as confidential or privileged and subject to the exemptions from public disclosure under RSA 91-A.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-608 - Uniformity and Cooperation with Other Agencies.

421-B:6-608 Uniformity and Cooperation with Other Agencies. –
(a) Interstate cooperation. The secretary of state and the secretary of state's staff shall maintain close relations with the securities and corporate administrators of other states and shall actively participate in the activities and affairs of the North American Security Administrators Association and other organizations so far as it will, in the secretary of state's judgment, enhance the purposes of the securities and corporate laws. The actual and necessary travel and related expenses incurred in attending meetings of said association, their committees, subcommittees, hearings, and other official activities, as well as the general expenses of participation in such associations, shall be a charge on available funds and the appropriation of the office of the secretary of state.
(b) Statutory policy. This chapter shall be so construed as to effectuate its general purpose to make uniform the laws of those states which enact it and to coordinate the interpretation of this chapter with the related federal regulation.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-609 - Judicial Review.

421-B:6-609 Judicial Review. –
Final orders issued by the secretary of state under this chapter are subject to judicial review in accordance with RSA 541.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-611 - Service of Process.

421-B:6-611 Service of Process. –
(a) Signed consent to service of process. A consent to service of process required by this chapter must be signed and filed in the form required by the secretary of state. A consent appointing the secretary of state 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 an order issued by the secretary of state 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 complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b) Conduct constituting appointment of agent for service. 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 an order issued by the secretary of state under this chapter and the person has not filed a consent to service of process under subsection (a), that act, practice, or course of business constitutes the appointment of the secretary of state as the person's agent for service of process in a noncriminal action or proceeding against the person, the person's successor, or personal representative.
(c) Procedure for service of process. Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the secretary of state, but it is not effective unless:
(1) the plaintiff, which may be the secretary of state, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the secretary of state, in a proceeding before the secretary of state, allows.
(d) Use in administrative proceedings. Service as provided in subsection (c) may be used in a proceeding before the secretary of state or by the secretary of state in a civil action in which the secretary of state is the moving party.
(e) Provision of opportunity to defend. If the process is served under subsection (c), the court, or the secretary of state in a proceeding before the secretary of state, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
Source.
2015, 273:1, eff. Jan. 1, 2016.
2023 New Hampshire Revised Statutes › Title XXXVIII - Securities › Chapter 421-B - Uniform Securities Act › Section 421-B:6-612 - Severability Clause.

421-B:6-612 Severability Clause. –
If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Source.
2015, 273:1, eff. Jan. 1, 2016.