Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-5 - BROKER-DEALERS AND AGENTS › Rule 590-4-5-.17 - Associated Persons of an Issuer Deemed not to be Broker-Dealers

Current through Rules and Regulations filed through June 27, 2024
(1) An associated
				person of an issuer of securities shall not be deemed to be a broker-dealer
				solely by reason of his participation in the sale of the securities of such
				issuer if the associated person:
(a) Is not
				subject to a statutory disqualification, as that term is defined in section
				3(a)(39) of the Securities Exchange Act of 1934, at the time of his
				participation;
(b) Is not
				compensated in connection with his participation by the payment of commissions
				or other remuneration based either directly or indirectly on transactions in
				securities;
(c) Is not at the time
				of his participation an associated person of a broker-dealer; and
(d) Meets the conditions of any one of
				paragraph (1)(d) 1., 2., or 3.of this section.
1. The associated person restricts his
				participation to transactions involving offers and sales of securities:
(i) To an Institutional Investor, as defined
				in O.C.G.A. section
				 10-5-2(13);
(ii) That are exempted by reason of section
				3(a)(7), 3(a)(9) or 3(a)(10) of the Securities Act of 1933 from the
				registration provisions of that Act;
(iii) That are made pursuant to a plan or
				agreement submitted for the vote or consent of the security holders who will
				receive securities of the issuer in connection with a reclassification of
				securities of the issuer, a merger or consolidation or a similar plan of
				acquisition involving an exchange of securities, or a transfer of assets of any
				other person to the issuer in exchange for securities of the issuer;
				or
(iv) That are made pursuant to a
				bonus, profit-sharing, pension, retirement, thrift, savings, incentive, stock
				purchase, stock ownership, stock appreciation, stock option, dividend
				reinvestment or similar plan for employees of an issuer or a subsidiary of the
				issuer;
2. The
				associated person meets all of the following conditions:
(i) The associated person primarily performs,
				or is intended primarily to perform at the end of the offering, substantial
				duties for or on behalf of the issuer otherwise than in connection with
				transactions in securities; and
(ii) The associated person was not a
				broker-dealer, or an associated person of a broker-dealer, within the preceding
				12 months; and
(iii) The associated
				person does not participate in selling an offering of securities for any issuer
				more than once every 12 months other than in reliance on paragraph (1)(d)(i) or
				(iii) of this section, except that for securities issued pursuant to rule 415
				under the Securities Act of 1933, the 12 months shall begin with the last sale
				of any security included within one rule 415 registration.
3. The associated person restricts his
				participation to any one or more of the following activities:
(i) Preparing any written communication or
				delivering such communication through the mails or other means that does not
				involve oral solicitation by the associated person of a potential purchaser;
				provided, however, that the content of such communication is approved by a
				partner, officer or director of the issuer;
(ii) Responding to inquiries of a potential
				purchaser in a communication initiated by the potential purchaser; provided,
				however, that the content of such responses are limited to information
				contained in a registration statement filed under the Securities Act of 1933 or
				other offering document; or
(iii)
				Performing ministerial and clerical work involved in effecting any
				transaction.