2023 New Mexico Statutes › Chapter 58 - Financial Institutions and Regulations › Article 13C - New Mexico Uniform Securities › Article 4 - Broker-Dealers, Agents, Investment Advisers, Investment Adviser Representatives and Federal Covered Investment Advisers › Section 58-13C-402 - Agent registration requirement and exemptions.

A. It is unlawful for an individual to transact business in New Mexico as an agent unless the individual is registered pursuant to the New Mexico Uniform Securities Act as an agent or is exempt from registration as an agent pursuant to Subsection B of this section.
B. The following individuals are exempt from the registration requirement of Subsection A of this section:
(1) an individual who represents a broker-dealer in effecting transactions in New Mexico limited to those described in Section 15(h)(2) of the federal Securities Exchange Act of 1934 (15 U.S.C. Section 78(h)(2));
(2) an individual who represents a broker-dealer that is exempt pursuant to Subsection B or D of Section 401 [58-13C-401 NMSA 1978] of the New Mexico Uniform Securities Act;
(3) an individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
(4) an individual who represents a broker-dealer registered in New Mexico pursuant to Subsection A of Section 401 of the New Mexico Uniform Securities Act or exempt from registration pursuant to Subsection B of Section 401 of that act in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000) acting for the account of others pursuant to discretionary authority in a signed record;
(5) an individual who represents an issuer in connection with the purchase by the issuer of the issuer's own securities;
(6) an individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or
(7) any other individual exempted by rule adopted or order issued pursuant to the New Mexico Uniform Securities Act.
C. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered pursuant to the New Mexico Uniform Securities Act or an issuer that is offering, selling or purchasing its securities in New Mexico. The registration of an agent is only effective with respect to transactions effected as an employee or agent on behalf of the broker-dealer or issuer for whom the agent is registered.
D. It is unlawful for a broker-dealer, or an issuer engaged in offering, selling or purchasing securities in New Mexico, to employ or associate with an agent who transacts business in New Mexico on behalf of broker-dealers or issuers unless the agent is registered pursuant to Subsection A of this section or exempt from registration pursuant to Subsection B of this section.
E. An individual shall not act as an agent for more than one broker-dealer or one issuer at a time, unless the broker-dealer or the issuer for which the agent acts is affiliated by direct or indirect common control or is authorized by rule or order pursuant to the New Mexico Uniform Securities Act.
History:
Laws 2009, ch. 82, § 402.
ANNOTATIONS
Effective dates.
— Laws 2009, ch. 82, § 704 made the New Mexico Uniform Securities Act effective January 1, 2010.
The sale of a security by an unlicensed agent 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.
The district court was not required to instruct the jury on the legal definitions of "effect" and "agent".
— Where defendant was convicted of sale of a security by an unlicensed agent, and where defendant argued that the district court's failure to instruct the jury on the definitions of "effect" and agent" for sale of a security by an unlicensed agent allowed the jury to convict him for appropriate conduct or conduct that was only tangential to the transaction, the district court's failure to instruct the jury on the definitions of "effect" and "agent" did not amount to fundamental error because under NMSA 1978, § 58-13C-402(A), an individual who represents an issuer with an offer or sale of a security is not exempt from the registration requirement if the individual is compensated, and in this case, there was evidence that defendant was compensated after each investment he brought in and he knew that he would be compensated whether as a finder, agent, consultant or on commission. There was no reason to define "effect" or "agent" for the jury.
State v. Hixon
, 2023-NMCA-048, cert. denied.
Securities Act does not require registration of persons who sell exempt securities.
1969 Op. Att'y Gen. No. 69-97.