reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5301. Securities registration requirement

§ 5301. Securities registration requirement
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 sections 5201 through 5203 of this chapter; or
(3) the security is registered under this chapter. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5307. Waiver and modification

§ 5307. Waiver and modification
The Commissioner may waive or modify, in whole or in part, any or all of the requirements of sections 5302 and 5303 and subsection 5304(b) of this chapter or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to subsection 5305(i) of this chapter. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5403. Investment adviser registration requirement and exemptions

§ 5403. Investment adviser registration requirement and exemptions
(a) 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 (b) of this section.
(b) The following persons are exempt from the registration requirement of subsection (a) of this section:
(1) 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:
(A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
(B) institutional investors;
(C) 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; or
(D) any other client exempted by rule adopted or order issued under this chapter;
(2) a person without a place of business in this State if the person has had, during the preceding 12 months, not more than five clients that are resident in this State in addition to those specified under subdivision (1) of this subsection; or
(3) any other person exempted by rule adopted or order issued under this chapter.
(c) 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 Commissioner, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
(d) 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 subsection 5404(a) of this chapter or is exempt from registration under subsection 5404(b). (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5405. Federal covered investment adviser notice filing requirement

§ 5405. Federal covered investment adviser notice filing requirement
(a) Except with respect to a federal covered investment adviser described in subsection (b) of this section, 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) of this section.
(b) The following federal covered investment advisers are not required to comply with subsection (c) of this section:
(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 rule adopted or order issued under this chapter;
(2) a federal covered investment adviser without a place of business in this State if the person has had, during the preceding 12 months, not more than five clients that are resident in this State in addition to those specified under subdivision (1) of this subsection; and
(3) any other person excluded by rule adopted or order issued under this chapter.
(c) A person acting as a federal covered investment adviser, not excluded under subsection (b) of this section, shall file a notice, a consent to service of process complying with section 5611 of this chapter, and such records as have been filed with the Securities and Exchange Commission under 15 U.S.C. § 80b-1 et seq. required by rule adopted or order issued under this chapter and pay the fees specified in subsection 5410(e) of this chapter.
(d) The notice under subsection (c) of this section becomes effective upon its filing. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative

§ 5406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative
(a) 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 5611 of this chapter, and paying the fee specified in section 5410 of this chapter and any reasonable fees charged by the designee of the Commissioner for processing the filing. The application must contain:
(1) the information or record required for the filing of a uniform application; and
(2) upon request by the Commissioner, any other financial or other information or record that the Commissioner determines is appropriate.
(b) If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
(c) If an order is not in effect and a proceeding is not pending under section 5412 of this chapter or if the applicant and the Commissioner or the Commissioner’s designee have not mutually agreed to delay effectiveness for a specified period of time, registration becomes effective at noon on the 45th day after a completed application is filed, unless 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 45th day after the filing of any amendment completing the application.
(d) 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 5412 of this chapter, 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 5410 of this chapter, and by paying costs charged by the designee of the Commissioner for processing the filings.
(e) 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. An 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5407. Succession and change in registration of broker-dealer or investment adviser

§ 5407. Succession and change in registration of broker-dealer or investment adviser
(a) 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 5401 or 5403 of this chapter or a notice pursuant to section 5405 of this chapter for the unexpired portion of the current registration or notice filing.
(b) 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) 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.
(d) 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. (Added 2005, No. 11, § 1, eff. Jan. 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5409. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment representative

§ 5409. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment 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 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 Commissioner may institute a revocation or suspension proceeding under section 5412 of this chapter 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5501. General fraud

§ 5501. General fraud
It is unlawful for a person, in connection with the offer to sell, the offer to purchase, the sale, or the 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5502. Prohibited conduct in providing investment advice

§ 5502. Prohibited conduct in providing investment advice
(a) 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 adopts analyses or reports relating to securities:
(1) to employ a device, scheme, or artifice to defraud another person;
(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.
(b) 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.
(c) A rule adopted under this chapter may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser. (Added 2005, No. 11, § 1, eff. Jan. 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5503. Evidentiary burden

§ 5503. Evidentiary burden
(a) 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) 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5504. Filing of sales and advertising literature

§ 5504. Filing of sales and advertising literature
(a) Except as otherwise provided in subsection (b) of this section, 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.
(b) This section does not apply to sales and advertising literature specified in subsection (a) of this section that relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by section 5201, 5202, or 5203 of this chapter except as required pursuant to subdivision 5201(7) of this chapter. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5505. Misleading filings

§ 5505. 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5506. Misrepresentations concerning registration or exemption

§ 5506. 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 Commissioner 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 Commissioner 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5507. Qualified immunity

§ 5507. 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 Commissioner, or designee of the Commissioner, 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5508. Criminal penalties

§ 5508. Criminal penalties
(a)(1) Upon conviction, any person shall be fined not more than $100,000.00 or imprisoned not more than five years, or both who:
(A) willfully violates this chapter, or a rule adopted or order issued under this chapter, except section 5504 of this chapter or the notice filing requirements of section 5302 or 5405 of this chapter; or
(B) willfully violates section 5505 of this chapter knowing the statement made to be false or misleading in a material respect.
(2) An individual convicted of violating a rule or order under this chapter may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.
(3) For purposes of subdivision (a)(1) of this subsection, the term “willfully” means purposely or willingly committing the act or making the omission and does not require an intent to violate the law or to injure another or to acquire any advantage.
(b) The Attorney General with or without a reference from the Commissioner may institute criminal proceedings under this chapter.
(c) 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5601. Administration

§ 5601. Administration
(a) The Commissioner shall administer this chapter.
(b) It is unlawful for the Commissioner or an officer, employee, or designee of the Commissioner to use for personal benefit or the benefit of others records or other information obtained by or filed with the Commissioner that are not public under subsection 5607(b) of this title. This chapter does not authorize the Commissioner or an officer, employee, or designee of the Commissioner to disclose the record or information, except in accordance with section 5602, subsection 5607(c), or section 5608 of this title.
(c) This chapter does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.
(d) The Commissioner may develop and implement financial services education initiatives to inform the public about financial services, with particular emphasis on the prevention and detection of securities, banking, and insurance fraud. In developing and implementing these initiatives, the Commissioner may collaborate with public and nonprofit organizations with an interest in financial services education. The Commissioner may accept a grant or donation from a person or from a nonprofit organization, regardless of whether the person or organization is affiliated with the financial services industry, to develop and implement financial services education initiatives. This subsection does not authorize the Commissioner to require participation or monetary contributions of a registrant in financial services education program.
(e) [Repealed.] (Added 2005, No. 11, § 1, eff. July 1, 2006; amended 2011, No. 21, § 12; 2019, No. 57, § 17.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5603. Civil enforcement

§ 5603. Civil enforcement
(a) If the Commissioner 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 Commissioner may maintain an action in the Superior Court of Washington County 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.
(b) In an action under this section and on a proper showing, the court may:
(1) issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(2) order other appropriate or ancillary relief, which may include:
(A) an asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the Commissioner, for the defendant or the defendant’s assets;
(B) ordering the Commissioner 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;
(C) imposing a civil penalty up to $15,000.00 for each 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 act or a rule adopted or an order issued under this chapter or the predecessor act. The court may increase a civil penalty amount by not more than $5,000.00 per violation for violations involving a person who is a vulnerable adult as defined in 33 V.S.A. § 6902(14). The limitations on civil penalties contained in this subdivision shall not apply to settlement agreements; and
(D) ordering the payment of prejudgment and postjudgment interest; or
(3) order such other relief as the court considers appropriate.
(c) The Commissioner may not be required to post a bond in an action or proceeding under this chapter. (Added 2005, No. 11, § 1, eff. July 1, 2006; amended 2017, No. 80, § 4.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5606. Administrative files and opinions

§ 5606. Administrative files and opinions
(a) The Commissioner shall maintain, or designate a person to maintain, a register of 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) The Commissioner shall make all rules, forms, interpretative opinions, and orders available to the public.
(c) The Commissioner shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this chapter may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the Commissioner of a record’s nonexistence is prima facie evidence of a record or its nonexistence. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5607. Public records; confidentiality

§ 5607. Public records; confidentiality
(a) Except as otherwise provided in subsection (b) of this section, records obtained by the Commissioner or filed under this chapter, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.
(b) The following records are not public records and are not available for public examination and copying under the Public Records Act or under subsection (a) of this section:
(1) a record obtained by the Commissioner in connection with an audit or inspection under subsection 5411(d) of this title or an investigation under section 5602 of this title;
(2) a part of a record filed in connection with a registration statement under sections 5301 and 5303 through 5305 of this title or a record under subsection 5411(d) of this title that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;
(3) a record that is not required to be provided to the Commissioner or filed under this chapter and is provided to the Commissioner only on the condition that the record will not be subject to public examination or disclosure;
(4) a nonpublic record received from a person specified in subsection 5608(a) of this title;
(5) any Social Security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed;
(6) a record obtained by the Commissioner through a designee of the Commissioner that a rule or order under this chapter determines has been:
(A) expunged from the Commissioner’s records by the designee; or
(B) determined to be nonpublic or nondisclosable by that designee if the Commissioner finds the determination to be in the public interest and for the protection of investors;
(7) records relating to the notice requirement in subsection 5602(f) of this title; and
(8) records otherwise exempt from public disclosure pursuant to 1 V.S.A. § 317(c).
(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in subsection 5608(a) of this title, the Commissioner may disclose a record obtained in connection with an audit or inspection under subsection 5411(d) of this title or a record obtained in connection with an investigation under section 5602 of this title. (Added 2005, No. 11, § 1, eff. July 1, 2006; amended 2013, No. 29, § 21, eff. May 13, 2013.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5608. Uniformity and cooperation with other agencies

§ 5608. Uniformity and cooperation with other agencies
(a) The Commissioner shall, in his or her discretion, cooperate, coordinate, consult, and, subject to section 5607 of this chapter, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the U.S. Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the Commissioner shall, in his or her discretion, take into consideration in carrying out the public interest the following general policies:
(1) maximizing effectiveness of regulation for the protection of investors;
(2) maximizing uniformity in federal and state regulatory standards; and
(3) minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(1) establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;
(2) developing and maintaining uniform forms;
(3) conducting a joint examination or investigation;
(4) holding a joint administrative hearing;
(5) instituting and prosecuting a joint civil or administrative proceeding;
(6) sharing and exchanging personnel;
(7) coordinating registrations under sections 5301 and 5401 through 5404 of this chapter and exemptions under section 5203 of this chapter;
(8) sharing and exchanging records, subject to section 5607 of this chapter;
(9) formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
(10) formulating common systems and procedures;
(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;
(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and
(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5609. Judicial review

§ 5609. Judicial review
Any person aggrieved and directly affected by a final order issued by the Commissioner under this chapter may appeal to the Superior Court of Washington County. The appeal shall be heard by the court de novo. The filing of an appeal shall not stay enforcement of the order, but the court may order a stay on such terms as it deems proper. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5611. Service of process

§ 5611. Service of process
(a) A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the Commissioner 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 a rule adopted or order issued 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) 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 a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under subsection (a) of this section, the act, practice, or course of business constitutes the appointment of the Commissioner as 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.
(c) Service under subsection (a) or (b) of this section may be made by providing a copy of the process to the office of the Commissioner, but it is not effective unless:
(1) the plaintiff, which may be the Commissioner, 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 Commissioner in a proceeding before the Commissioner allows.
(d) Service pursuant to subsection (c) of this section may be used in a proceeding before the Commissioner or by the Commissioner in a civil action in which the Commissioner is the moving party.
(e) If process is served under subsection (c) of this section, the court or the Commissioner in a proceeding before the Commissioner shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5612. Severability clause

§ 5612. 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. (Added 2005, No. 11, § 1, eff. July 1, 2006.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5613. Collection and disposition of fees

§ 5613. Collection and disposition of fees
(a) The fees provided for in this chapter shall be collected by the Commissioner and covered into the State Treasury except as provided in subsections (b) and (e) of this section.
(b) There is hereby created a fund to be known as the Securities Regulation and Supervision Fund. The Fund shall be used for the purpose of providing the Commissioner the means to administer the provisions of this chapter. All agent and investment adviser representative fees received pursuant to subsections 5410(b) and (d) of this title, and all examination fees and investigation expenses received pursuant to section 5614 of this title shall be transmitted to the State Treasurer and credited to this Fund. All payments from the Securities Regulatory and Supervision Fund for the maintenance of staff and associated expenses, including contractual services as necessary, shall be disbursed from the State Treasury only upon warrants issued by the Commissioner of Finance and Management, after receipt of proper documentation regarding services rendered and expenses incurred. The Fund shall be administered pursuant to 32 V.S.A. chapter 7, subchapter 5.
(c) At the end of each fiscal year, the balance in the Securities Regulatory and Supervision Fund shall be transferred to the General Fund.
(d) The Commissioner of Finance and Management may anticipate receipts to the Securities Regulatory and Supervision Fund and issue warrants based thereon.
(e) In any fiscal year in which revenues deposited in the Financial Institution Supervision Fund established by 8 V.S.A. § 19(f) are insufficient to support the annual appropriation to the Banking Division, the Commissioner may transfer no more than a sum necessary to meet the shortfall from the Fund established by this section to the Financial Institution Supervision Fund. (Added 2007, No. 49, § 23; 2007, No. 65, § 398; amended 2007, No. 65 § 87, eff. June 4, 2007; 2007, No. 192 (Adj. Sess.), § 6.001; 2013, No. 1, § 80.)
2023 Vermont Statutes › Title 9 - Commerce and Trade › Chapter 150 - Securities Act › § 5614. Recovery of expenses

§ 5614. Recovery of expenses
(a) Whenever it is necessary for the Commissioner to incur any expense in connection with any application, notification, registration, license, investigation, or administrative proceeding, the Commissioner may require that any person who is the subject of such application, notification, registration, license, investigation, or administrative proceeding pay the reasonable costs incurred by the Department.
(b) The Commissioner may impose a reasonable fee for the expense of conducting an examination, audit, or inspection under this chapter, including reimbursement to the Commissioner for actual traveling and lodging expenses of the Commissioner or employee in connection with such examination, audit, or inspection.
(c) The provisions of this section are in addition to, and not in limitation of, any other provision of this chapter regarding fees and recovery of expenses. (Added 2007, No. 49, § 24; 2007, No. 76, § 25, eff. June 7, 2007.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—103. Construction of this title to promote its purposes and policies; applicability of supplemental principles of law

§ 1—103. Construction of this title to promote its purposes and policies; applicability of supplemental principles of law
(a) This title must be liberally construed and applied to promote its underlying purposes and policies, which are:
(1) to simplify, clarify, and modernize the law governing commercial transactions;
(2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and
(3) to make uniform the law among the various jurisdictions.
(b) Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions. (2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—104. Construction against implied repeal

§ 1—104. Construction against implied repeal
This title being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. (2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—105. Severability

§ 1—105. Severability
If any provision or clause of this title or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this title which can be given effect without the invalid provision or application, and to this end the provisions of this title are severable. (Amended 1993, No. 158 (Adj. Sess.), § 2, eff. Jan. 1, 1995; 1995, No. 92 (Adj. Sess.), § 18, eff. Jan. 1, 1997; 1997, No. 65 (Adj. Sess.), § 2, eff. Jan. 1, 1999; 1999, No. 106 (Adj. Sess.), § 3, eff. July 1, 2001; 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—106. Use of singular and plural; gender

§ 1—106. Use of singular and plural; gender
In this title, unless the statutory context otherwise requires:
(1) words in the singular number include the plural, and those in the plural include the singular; and
(2) words of any gender also refer to any other gender. (Amended 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—108. Relation to electronic signatures in Global and National Commerce Act

§ 1—108. Relation to electronic signatures in Global and National Commerce Act
This title modifies, limits, and supersedes the Federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. section 7001 et seq.), but does not modify, limit, or supersede section 101(c) of that act (15 U.S.C. section 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. section 7003(b)). (Amended 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—202. Notice; knowledge

§ 1—202. Notice; knowledge
(a) Subject to subsection (f) of this section, a person has “notice” of a fact if the person:
(1) has actual knowledge of it;
(2) has received a notice or notification of it; or
(3) from all the facts and circumstances known to the person at the time in question, has reason to know that it exists.
(b) “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.
(c) “Discover,” “learn,” or words of similar import refer to knowledge rather than to reason to know.
(d) A person “notifies” or “gives” a notice or notification to another person by taking such steps as may be reasonably required to inform the other person in ordinary course, whether or not the other person actually comes to know of it.
(e) Subject to subsection (f) of this section, a person “receives” a notice or notification when:
(1) it comes to that person’s attention; or
(2) it is duly delivered in a form reasonable under the circumstances at the place of business through which the contract was made or at another location held out by that person as the place for receipt of such communications.
(f) Notice, knowledge, or a notice or notification received by an organization is effective for a particular transaction from the time it is brought to the attention of the individual conducting that transaction and, in any event, from the time it would have been brought to the individual’s attention if the organization had exercised due diligence. An organization exercises due diligence if it maintains reasonable routines for communicating significant information to the person conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the organization to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (Amended 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—204. Value

§ 1—204. Value
Except as otherwise provided in Articles 3, 4, and 5 of this title, a person gives value for rights if the person acquires them:
(1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2) as security for, or in total or partial satisfaction of, a preexisting claim;
(3) by accepting delivery under a preexisting contract for purchase; or
(4) in return for any consideration sufficient to support a simple contract. (Amended 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—205. Reasonable time; seasonableness

§ 1—205. Reasonable time; seasonableness
(a) Whether a time for taking an action required by this title is reasonable depends on the nature, purpose, and circumstances of the action.
(b) An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time. (Amended 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—206. Presumptions

§ 1—206. Presumptions
Whenever this title creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence. (Added 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—301. Territorial applicability; parties’ power to choose applicable law

§ 1—301. Territorial applicability; parties’ power to choose applicable law
(a) Except as provided hereafter in this section, when a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.
(b) In the absence of an agreement effective under subsection (a) of this section, and except as provided in subsection (c), this title applies to transactions bearing an appropriate relation to this state.
(c) If one of the following provisions of this title specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:
(1) Section 2—402. Rights of Creditors Against Sold Goods;
(2) Sections 2A—105 and 2A—106. Applicability of this Article on Leases;
(3) Section 4—102. Applicability of the Article on Bank Deposits;
(4) Section 4A—507. Governing Law in the Article on Funds Transfers;
(5) Section 5—116. Letters of Credit;
(6) Section 8—110. Applicability of the Article on Investment Securities;
(7) Sections 9—301 through 9—307. Law Governing Perfection, the Effect of Perfection or Nonperfection, and the Priority of Security Interests. (Added 2007, No. 99 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 1 - General Provisions › § 1—302. Variation by agreement

§ 1—302. Variation by agreement
(a) Except as otherwise provided in subsection (b) of this section or elsewhere in this title, the effect of provisions of this title may be varied by agreement.
(b) The obligations of good faith, diligence, reasonableness, and care prescribed by this title may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever this title requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.
(c) The presence in certain provisions of this title of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section. (Added 2007, No. 99 (Adj. Sess.), § 2.)