2023 New Mexico Statutes › Chapter 58 - Financial Institutions and Regulations › Article 13C - New Mexico Uniform Securities › Article 3 - Registration of Securities and Notice Filing of Federal Covered Securities › Section 58-13C-301 - Securities registration requirement.

It is unlawful for a person to offer or sell a security in New Mexico unless:
A. the security is a federal covered security;
B. the security, transaction or offer is exempted from registration pursuant to Sections 201 [58-13C-201 NMSA 1978] through 203 [58-13C-203 NMSA 1978] of the New Mexico Uniform Securities Act; or
C. the security is registered pursuant to the New Mexico Uniform Securities Act.
History:
Laws 2009, ch. 82, § 301.
ANNOTATIONS
Effective dates.
— Laws 2009, ch. 82, § 704 made the New Mexico Uniform Securities Act effective January 1, 2010.
Cross references.
— For uniform jury instructions for offenses under this section,
see
UJI 14-4301 NMRA et seq.
Cases under prior law.
— The pre-2010 cases below were decided under the former New Mexico Securities Act of 1986, Chapter 58, Article 13B. Due to the similarities between the two laws, the case annotations have been retained and included as annotations to the New Mexico Uniform Securities Act.
Exempt transaction as an element of the sale of unregistered securities.
— Where defendant was charged with selling unregistered securities in violation of Section 58-13B-20 NMSA 1978 of the New Mexico Securities Act of 1986 for selling interests in a limited liability company; defendant proposed instructions that required the jury to acquit defendant if the jury found that defendant sold securities in the course of exempt transactions; and the issue of exemption was never raised at trial, the trial court did not err in denying defendant's instructions.
State v. Soutar
, 2012-NMCA-024, 272 P.3d 154 (decided under prior law).
This section is not a defense to securities fraud.
State v. Hornbeck
, 2008-NMCA-039, 143 N.M. 562, 178 P.3d 847.
Knowledge not requisite for conviction for violation of this section.
— The wording of former Section 58-13-43A NMSA 1978 showed that knowledge that an item was a security was not a requisite for a conviction for violating this section.
State v. Sheets
, 1980-NMCA-041, 94 N.M. 356, 610 P.2d 760, cert. denied, 94 N.M. 675, 615 P.2d 992 (decided under former law).
Scienter is not element of crime
of offering to sell or selling unregistered securities.
State v. Shafer
, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Offer or sale of an unregistered security is a general intent crime.
— Where defendant was charged with one count of fraud over $20,000, one count of conspiracy to commit fraud over $20,000, one count of securities fraud, one count of sale of a security by an unlicensed agent and one count of offer or sale of an unregistered security, and where, at trial, defendant tendered jury instructions that added the term "purposefully" or "willfully" to the instructions for securities fraud, sale of an unregistered security, and sale of a security by an unlicensed agent, and where the district court denied defendant's specific intent jury instructions and provided the jury with a general criminal intent instruction for the securities offenses, the district court did not err in refusing defendant's instructions, because securities fraud, sale of an unregistered security, and sale of a security by an unlicensed agent only require that the state prove a defendant acted with general criminal intent.
State v. Hixon
, 2023-NMCA-048, cert. denied.
Reliance on attorney's advice is not defense
to the crime of selling or offering to sell unregistered securities.
State v. Shafer
, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
"Sale".
— Former Section 58-13-2F NMSA 1978 was controlling as to the proper definition of "sale" in a prosecution for the sale of unregistered securities under Subsection A of former Section 58-13-4 NMSA 1978.
State v. Shafer
, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Fourth-degree felony.
— Because a violation of Subsection A of former Section 58-13-4 NMSA 1978 was declared to be a felony without degree, the offense was construed to constitute a fourth-degree felony under former Section 31-18-13C NMSA 1978.
State v. Shafer
, 1985-NMCA-018, 102 N.M. 629, 698 P.2d 902, cert. denied, 102 N.M. 613, 698 P.2d 886 (decided under former law).
Law reviews.
— For article, "A Survey of the Securities Act of New Mexico," see 2 N.M.L. Rev. 1 (1972).
For comment, "Securities: Private Placements in New Mexico," see 7 N.M.L. Rev. 105 (1976-77).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
69A Am. Jur. 2d Securities Regulation - State §§ 74 et seq., 102, 232.
Application of blue sky laws to preincorporation subscriptions, 50 A.L.R.2d 1103.
What acts in connection with sale of unauthorized securities will render a person, other than officer or director of corporation, civilly liable under state securities acts (blue sky laws) for purchase price, 59 A.L.R.2d 1030.
Purchaser's right to set up invalidity of contract because of violation of state securities regulation as affected by doctrine of estoppel, 84 A.L.R.2d 479.