reglab/statecodes huggingface dataset:
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-9 - Termination, transfer and withdrawal

Current through 2024-29, July 17, 2024
1.
Termination of Investment Adviser Representative's Employment or
				Association.
Pursuant to Section 16408(1) of the Act, if an investment
				adviser representative licensed under the Act terminates (A) employment by or
				association with an investment adviser or a Federal Covered Investment Adviser
				or (B) activities that require licensing as an investment adviser
				representative, the investment adviser or Federal Covered Investment Adviser
				shall complete the Form U-5 in accordance with the form instructions and
				"promptly" file the form with CRD. If the investment adviser representative
				learns that the investment adviser or Federal Covered Investment Adviser has
				not filed the form, then the investment adviser representative shall "promptly"
				file it. The form will be considered to be filed "promptly" if it is filed
				within thirty (30) days of the termination.
2.
Transfer of Investment Adviser
				Representative's Employment or Association.
Pursuant to Section 16408(2)
				of the Act, if an investment adviser representative licensed under the Act
				terminates employment by or association with an investment adviser or Federal
				Covered Investment Adviser and begins employment by or association with another
				investment adviser or Federal Covered Investment Adviser, an initial
				application for licensure must by filed in compliance with Section 16406 of the
				Act and Section
				4 of this Chapter.
3.
Withdrawal
A. The application for withdrawal of a
				license by an investment adviser pursuant to Section 16409 of the Act shall be
				made by following the instructions on Form ADV-W and filing the Form ADV-W with
				the IARD.
B. The application for
				withdrawal of licensure as an investment adviser representative pursuant to
				Section 16409 of the Act shall be made by following the instructions on Form
				U-5 and filing the Form U-5 with the CRD.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-10 - Examination and training requirements

Current through 2024-29, July 17, 2024
1.
Investment Adviser Examination Requirements.
Except as otherwise
				provided in Sub-section
				3, every investment adviser applicant
				who is an individual and every investment adviser representative applicant
				shall take and must receive a passing grade on:
A. The Uniform Investment Adviser Law
				Examination (Series 65 examination); or
B. The Securities Industry Essentials ("SIE")
				examination, the General Securities Representative Examination (Series 7
				examination), and the Uniform Combined State Law Examination (Series 66
				examination).
Applicants for licensure whose license has been invalid for a
				  period of two years or more must retake and receive a passing grade on either
				  the Series 65 examination or the Series 7 and Series 66 examinations.
				  Applicants for licensure whose license has been invalid for a period of four
				  years or more, and who are relying on passage of the Series 7 and Series 66
				  examinations, must also retake and receive a passing grade on the SIE
				  examination.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-11 - Custody of client funds or securities by investment advisers

Current through 2024-29, July 17, 2024
1.
Sectional Definitions.
For
				purposes of this section, the following definitions shall apply:
A. "Custody" means holding, directly or
				indirectly, client funds or securities, or having any authority to obtain
				possession of them or having the ability to appropriate them.
(1) Custody includes:
(a) Possession of client funds or securities,
				unless received inadvertently and returned to the sender promptly, but in any
				case within three business days of receiving them;
(b) Any arrangement (including a general
				power of attorney) under which the investment adviser is authorized or
				permitted to withdraw client funds or securities maintained with a custodian
				upon the adviser's instruction to the custodian; and
(c) Any capacity (such as a general partner
				of a limited partnership, managing member of a limited liability company or a
				comparable position for another type of pooled investment vehicle, or trustee
				of a trust) that gives the investment adviser, an owner of the investment
				adviser, or a supervised person of the investment adviser legal ownership of or
				access to client funds or securities.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-12 - Minimum financial requirements for investment advisers

Current through 2024-29, July 17, 2024
1.
Investment Advisers with
				Custody
.
An investment adviser licensed or required to
				be licensed under the Act that has custody of client funds or securities shall
				maintain at all times a minimum net worth of $35,000.
2.
Investment Advisers with
				Discretionary Authority
.
An investment adviser licensed
				or required to be licensed under the Act that has discretionary authority over
				client funds or securities but does not have custody of client funds or
				securities shall maintain at all times a minimum net worth of
				$10,000.
3.
Investment
				Advisers That Accept Prepayment of Fees.
An investment adviser licensed
				or required to be licensed under the Act that accepts prepayment of fees of
				more than $500 per client six (6) or more months in advance shall maintain at
				all times a positive net worth.
4.
Net Worth Less Than Minimum Requirement.
Unless otherwise
				exempted, as a condition of the right to transact business in this state, every
				investment adviser licensed or required to be licensed under the Act shall by
				the close of business on the next business day notify the Administrator if that
				investment adviser's net worth is less than the minimum required. After
				transmitting such notice, each investment adviser shall file by the close of
				business on the next business day a report with the Administrator of its
				financial condition, including the following:
A. A trial balance of all ledger
				accounts;
B. A statement of all
				client funds or securities which are not segregated;
C. A computation of the aggregate amount of
				client ledger debit balances; and
D. A statement as to the number of client
				accounts.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-13 - Bonding requirements for licensed investment advisers

Current through 2024-29, July 17, 2024
1.
Licensed Investment Advisers not
				Meeting Net Worth Standard.
Every investment adviser licensed under the
				Act having custody of or discretionary authority over client funds or
				securities that does not meet the minimum net worth standard in Section
				12, Sub-sections (1) and (2) shall be
				bonded in the amount of the net worth deficiency rounded up to the nearest
				$5,000.
2.
Requirements of
				Bond.
Any bond required by this section shall be:
A. Issued by a company qualified to do
				business in this state;
B. In the
				form determined by the Administrator; and
C. Subject to the claims of all clients of
				the investment adviser regardless of the client's state of residence.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 515 - INVESTMENT ADVISER LICENSING › Section 032-515-15 - Location of forms

Current through 2024-29, July 17, 2024
Copies of the forms referred to in this rule are available
				  at no charge on the website of the Office of Securities,
http://www.maine.gov/pfr/sec/sec_forms.htm
.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 516 - DEFINITION OF CLIENT FOR PURPOSES OF INVESTMENT ADVISER LICENSING AND NOTICE FILING BY FEDERAL COVERED INVESTMENT ADVISERS › Section 032-516-1 - Natural persons

Current through 2024-29, July 17, 2024
For purposes of Sections 16403(2)(B) and 16405(2)(B) of the
				  Maine Uniform Securities Act, the following are deemed a single client:
A natural person and:
1. Any minor child of the natural
				person;
2. Any relative, spouse, or
				relative of the spouse of the natural person who has the same principal
				residence;
3. All accounts of which
				the natural person and/or the persons referred to in this section are the only
				primary beneficiaries; and
4. All
				trusts of which the natural person and/or the persons referred to in this
				section are the only primary beneficiaries.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 516 - DEFINITION OF CLIENT FOR PURPOSES OF INVESTMENT ADVISER LICENSING AND NOTICE FILING BY FEDERAL COVERED INVESTMENT ADVISERS › Section 032-516-2 - Legal Organizations

Current through 2024-29, July 17, 2024
1. For purposes of
				Sections 16403(2)(B) and 16405(2)(B) of the Maine Uniform Securities Act, the
				following are deemed a single client:
A. A
				corporation, general partnership, limited partnership, limited liability
				company, trust, other than a trust referred to in Subsection
				1(4) of this chapter,
				or other legal organization, any of which are referred to hereinafter as a
				"legal organization," that receives investment advice based on its investment
				objectives rather than the individual investment objectives of its
				shareholders, partners, limited partners, members, or beneficiaries, any of
				which are referred to hereinafter as an "owner"; and
B. Two or more legal organizations that have
				identical owners.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-1 - Definitions

Current through 2024-29, July 17, 2024
1. "Administrator" shall have the same
				meaning as is set forth in
				32 M.R.S.
				§16102(1).
2. "Form FND-ME" means the Fund-ME Offering
				Circular Form as adopted by the Securities Administrator.
3. "Rule 504 " means Rule 504 of SEC
				Regulation D,
				17
				CFR §
										230.504, promulgated pursuant to
				the
Securities Act of 1933
,
				15
				U.S.C. §
										77a
et
				seq
.
4. "Security" or
				"Securities" shall have the same meaning as is set forth in
				32 M.R.S.
				§16102(28).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-2 - Purpose

Current through 2024-29, July 17, 2024
The purpose of this rule is to facilitate public investment
				  in small businesses. The rule accomplishes this purpose by (a) permitting the
				  use of a simplified registration statement form for smaller offerings and (b)
				  promoting uniformity with other jurisdictions that require the registration of
				  securities.
The rule offers an alternative method of state registration
				  for issuers of securities that are exempt from federal registration pursuant to
				  Rule 504. The rule is intended to reduce the costs and burdens of raising
				  capital for small business while providing relevant information to prospective
				  investors. The rulesets forth the exclusive method of registration by
				  qualification under
				  32 M.R.S.
				  §16304(6-A).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-3 - Authority

Current through 2024-29, July 17, 2024
The Securities Administrator's authority to promulgate this
				  rule is contained in
				  32 M.R.S.
				  §§16304(6-A) and
				  16605.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-4 - Eligibility to Register Securities Pursuant to This Rule

Current through 2024-29, July 17, 2024
Securities may only be registered pursuant to this rule
				  if:
(1) They meet the requirements set
				forth in Rule 504 and
				32 M.R.S.
				§16304(6-A);
				and
(2) Neither the issuer nor any
				of its officers or directors (or the functional equivalents thereof for an
				entity having no officers or directors), beneficial owners of ten percent or
				more of its then outstanding voting stock or voting equity interests,
				promoters, or selling agents, or any officer, director or partner (or the
				functional equivalents thereof) of any selling agent, is disqualified as a
				result of one or more of the following:
(i)
				Has been convicted, within ten years before such sale (or five years, in the
				case of the issuer, their predecessors and affiliated issuers) of any felony or
				misdemeanor:
(A) In connection with the
				purchase or sale of any security;
(B) Involving the making of any false filing
				with the Administrator or the Securities and Exchange Commission; or
(C) Arising out of the conduct of the
				business of an underwriter, broker, dealer, municipal securities dealer,
				investment adviser or paid solicitor of purchases of securities.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-5 - Mechanics of Filing the Registration Statement

Current through 2024-29, July 17, 2024
For securities being registered pursuant to this rule, the
				  Form FND-ME and accompanying subscription agreement, which are hereby
				  incorporated by reference into this rule, shall be used as the registration
				  statement required under
				  32 M.R.S.
				  §16304(6-A). The fees
				  prescribed by
				  32 M.R.S.
				  §16305(2) must
				  accompany the Form FND-ME filed with the Administrator.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-6 - Delivery of Offering Document

Current through 2024-29, July 17, 2024
When a security is registered pursuant to this rule, the
				  completed Form FND-ME and its related subscription agreement are the offering
				  documents which must be delivered to each purchaser for purposes of complying
				  with the requirements of
				  32 M.R.S.
				  §16304(6-A).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-7 - Impoundment

Current through 2024-29, July 17, 2024
As a condition of registration, the issuer must set aside in
				  a separate account held by a depository institution all funds raised as part of
				  the offering. The impoundment of funds is subject to the following
				  conditions:
(1) All funds from
				purchasers shall be delivered to the depository institution within three (3)
				business days after receipt by the issuer, the selling agent or their
				respective agents.
(2) All funds
				set aside shall be held in the depository until the earliest of the following:
(i) The total amount deposited reaches at
				least the minimum offering amount;
(ii) The Administrator has, by order,
				suspended or revoked the registration; or
(iii) Twelve months have expired from the
				effective date of the offering without the minimum offering amount having been
				received by the depository.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-8 - Reporting

Current through 2024-29, July 17, 2024
The issuer shall report to the Administrator in writing the
				  following information that is applicable:
1. Within three (3) business days of first
				issuing securities after reaching the minimum offering amount, the amount of
				funds raised to date;
2. Within
				three (3) business days of a decision to cease the offering and return all
				funds to investors, the total amount of funds raised;
3. Within fourteen (14) calendar days after
				the completion of the offering, the total amount of funds raised; and
4. At the request of the Administrator, but
				not more often than quarterly, a complete accounting of the funds impounded by
				the issuer to date or, if the impoundment has ceased, the disposition of the
				funds raised and the further progress of the offering.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Section 032-523-9 - Location of Incorporated Matter

Current through 2024-29, July 17, 2024
Copies of the "Form FND-ME" and the accompanying subscription
				  agreement, incorporated by reference in this rule, are available at no charge
				  on the Maine Office of Securities website:
http://www.maine.gov/pfr/securities/forms.htm
.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 523 - RULE REGARDING SHORT-FORM SEED CAPITAL REGISTRATIONS › Subscription Agreement

Current through 2024-29, July 17, 2024
SUBSCRIPTION AGREEMENT FUND-ME OFFERING
Name of Company:
Offered Securities:
Date Offering Commenced:
Minimum Dollar Amount Of Offering:
Maximum Dollar Amount Of Offering:
Instructions to Investor
:The
				  Company named above is attempting to sell its Offered Securities to the public
				  in Maine through an Offering Circular on Form FND-ME. The Offering Circular
				  contains important information about the Company and about risks involved in
				  purchasing the Offered Securities. You are urged to read that document very
				  carefully. If after reading that document you wish to purchase Offered
				  Securities, you will need to fill out this Subscription Agreement. In the
				  Subscription Agreement, you confirm the amount of Offered Securities that you
				  are willing to buy, and you confirm that you are aware of various risks. By
				  filling out and signing this Subscription Agreement and submitting the signed
				  Agreement and payment to the Company, you are making a legally binding promise
				  that
(i) the information you have
				provided here is accurate to the best of your knowledge and belief;
(ii) you agree to purchase the Offered
				Securities in the amount you state below if the Company decides to accept you
				as an investor; and
(iii) you
				agree to provide such further identifying information to the Company as it may
				reasonably request.
Risks Associated with Startup Business
				  Investing
:By signing this Subscription Agreement, you
				  acknowledge that you have been warned about the following risks of startup
				  business investing:
(1) Investments
				in smaller companies are very risky; statistically, most new businesses fail
				within a few or several years.
(2)
				The information contained in the Company's Offering Circular was provided by
				the Company itself, and has not been independently verified by the Maine Office
				of Securities or by any other Governmental agency. Investors in the Company are
				at risk that the information in the Offering Circular will prove inaccurate or
				overly optimistic.
(3) Maine and
				Federal laws do provide remedies to investors in cases where companies sell
				securities on the basis of intentionally false and deceptive information.
				However, those remedies involve complexities and costs that may make it
				impractical to enforce and obtain a remedy.
(4) Because of the risks of this kind of
				investing, you should not make an investment in the Company unless you are
				prepared to handle the risks of doing so, and are in a financial position that
				would allow you to lose the entire amount invested.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-1 - Definitions

Current through 2024-29, July 17, 2024
1. "Form U-7" means the Small Company
				Offering Registration Disclosure Document Form as revised and adopted by the
				North American Securities Administrators Association, Inc. on September 28,
				1999.
2. "NASAA" means the North
				American Securities Administrators Association, Inc.
3. "Policy Statement" means the Statement of
				Policy Regarding Small Company Offering Registrations adopted by the North
				American Securities Administrators Association, Inc. on April 28,
				1996.
4.  "Regulation A" means SEC
				Regulation A,
				17 CFR §
										230.251
et seq
., promulgated
				pursuant to the Securities Act of 1933,
				15 U.S.C.
				§
										77 a
et
				seq
.
5. "Rule 147 " means
				SEC Rule 147, 17 C FR § 230.147, promulgated pursuant to the Securities
				Act of 1933,
				15 U.S.C.
				§
										77 a
et
				seq
.
6. "Rule 504 " means
				Rule 504 of SEC Regulation D,
				17
				CFR §
										230.504, promulgated pursuant to
				the Securities Act of 1933,
				15 U.S.C.
				§
										77 a
et seq
.
7.  "Security" or "Securities"
				shall have the same meaning as is set forth in
				 32 M.R.S.A.
				§16102(28).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-2 - Purpose

Current through 2024-29, July 17, 2024
The purpose of this rule is to facilitate public investment
				  in small businesses. The rule accomplishes this purpose by (a) permitting the
				  use of a simplified registration statement form for smaller offerings and (b)
				  promoting uniformity with other jurisdictions that require the registration of
				  securities.
The rule offers an alternative method of state registration
				  for issuers of securities that are exempt from federal registration pursuant to
				  Rule 147, Rule 504, or Regulation A. The rule is intended to reduce the costs
				  and burdens of raising capital for small business without sacrificing investor
				  protection. The rule is not intended to contain the exclusive method of
				  registration by qualification under
				   32 M.R.S.A.
				  §16304.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-3 - AUTHORITY

Current through 2024-29, July 17, 2024
The Securities Administrator's authority to promulgate this
				  rule is contained in
				   32 M.R.S.A.
				  §§16304(6) and
				  16605.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-4 - Eligibility to Register Securities Pursuant to This Rule

Current through 2024-29, July 17, 2024
Securities may only be registered pursuant to this rule if
				  they meet the requirements set forth in the Policy Statement and are not
				  disqualified by the Policy Statement, which is hereby incorporated by reference
				  into this rule.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-5 - Mechanics of Filing the Registration Statement

Current through 2024-29, July 17, 2024
For securities being registered pursuant to this rule, the
				  Form U-7, which is hereby incorporated by reference into this rule, shall be
				  used as the registration statement required under
				   32 M.R.S.A.
				  §16304. The fees prescribed by
				   32 M.R.S.A.
				  §16305(2) must
				  accompany the Form U-7 filed with the Securities
				  Administrator.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-6 - Delivery of Offering Document

Current through 2024-29, July 17, 2024
When a security is registered pursuant to this rule, the
				  information contained in the completed Form U-7 is the offering document
				  information which must be delivered to each purchaser for purposes of complying
				  with the requirements of
				   32 M.R.S.A.
				  §16304(5).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 525 - RULE REGARDING SMALL COMPANY OFFERING REGISTRATIONS › Section 032-525-7 - Location of Incorporated Matter

Current through 2024-29, July 17, 2024
Copies of the Policy Statement and Form U-7, incorporated by
				  reference into this rule, are available at no charge on the NASAA web site:
1. Statement of Policy -
http://www.nasaa.org/industry___regulatory_resources/corporation_finance/556.cfm
2. Form U-7 -
http://www.nasaa.org/industry___regulatory_resources/corporation_finance/564.cfm
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 527 - FEDERAL REGULATION CROWDFUNDING NOTICE FILINGS AND FEES › Section 032-527-1 - Initial Filing

Current through 2024-29, July 17, 2024
1. An issuer that
				offers and sells securities in this state in an offering exempt under federal
				Regulation Crowdfunding, and that either (1) has its principal place of
				business in this state or (2) sells 50% or greater of the aggregate amount of
				the offering to residents of this state, shall file the following with the
				Securities Administrator:
A. A completed
				Uniform Notice of Federal Crowdfunding Offering form or copies of all documents
				filed with the Securities and Exchange Commission;
B. A consent to service of process on the
				Form U-2, if not filing on the Uniform Notice of Federal Crowdfunding Offering
				form; and
C. A filing fee of
				$300.00.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 527 - FEDERAL REGULATION CROWDFUNDING NOTICE FILINGS AND FEES › Section 032-527-2 - Renewal

Current through 2024-29, July 17, 2024
For each additional twelve-month period in which the same
				  offering is continued, an issuer conducting an offering under federal
				  Regulation Crowdfunding may renew its notice filing by filing a completed
				  Uniform Notice of Federal Crowdfunding Offering form marked "renewal" on or
				  before the expiration of the notice filing.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 527 - FEDERAL REGULATION CROWDFUNDING NOTICE FILINGS AND FEES › Section 032-527-3 - Amendment

Current through 2024-29, July 17, 2024
An issuer may increase the amount of securities offered in
				  this state by submitting a completed Uniform Notice of Federal Crowdfunding
				  Offering form marked "amendment" prior to selling additional securities in this
				  state.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 527 - FEDERAL REGULATION CROWDFUNDING NOTICE FILINGS AND FEES › Section 032-527-4 - Location of Form

Current through 2024-29, July 17, 2024
Copies of the Uniform Notice of Federal Crowdfunding Offering
				  form are available at no charge on the Office of Securities website:
http://www.maine.gov/pfr/securities/forms.htm
.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 528 - FEDERAL "REGULATION A" TIER 2 NOTICE FILINGS AND FEES › Section 032-528-1 - Definitions

Current through 2024-29, July 17, 2024
1. "Administrator" shall have the same
				meaning as is set forth in
				32 M.R.S.
				§16102(1).
2. "Regulation A" means
Securities
				and Exchange Commission Rules
251-263, 17 C.F.R. §§ 230.251-
				230.263, promulgated pursuant to Sections 3 and 19 of the
Securities
				Act of 1933
, 15 U.S.C. §§ 77 c and 77s.
3. "Regulation A - Tier 2 Notice Filing Form"
				means a form adopted by the Administrator for filing with the Maine Office of
				Securities for initial Tier 2 filings, renewal Tier 2 filings, and amendments
				to Tier 2 filings.
4. "Section
				18(b)(3) of the
Securities Act of 1933
" means 15 U.S.C. §
				77 r(b)(3).
5. "Security" or
				"Securities" shall have the same meaning as is set forth in
				32 M.R.S.
				§16102(28).
6. "Tier 2" means Tier 2 of "Regulation
				A."
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 528 - FEDERAL "REGULATION A" TIER 2 NOTICE FILINGS AND FEES › Section 032-528-2 - Authority

Current through 2024-29, July 17, 2024
The Securities Administrator's authority to promulgate this
				  rule is contained in
				   32 M.R.S.
				  §§16302 and
				  16605.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 528 - FEDERAL "REGULATION A" TIER 2 NOTICE FILINGS AND FEES › Section 032-528-3 - Notice filing and fees

Current through 2024-29, July 17, 2024
1. The following
				provisions apply to offerings made under Tier 2 of federal Regulation A and
				Section 18(b)(3) of the
Securities Act of 1933
:
A.
Initial filing.
An issuer
				planning to offer and sell securities in this state in an offering exempt under
				Tier 2 of federal Regulation A shall submit the following at least 21 calendar
				days prior to the initial sale in this state:
(1) A completed Regulation A - Tier 2 Notice
				Filing Form or copies of all documents filed with the Securities and Exchange
				Commission;
(2) A consent to
				service of process on Form U-2, if not filing on the Regulation A - Tier 2
				Notice Filing Form; and
(3) The
				filing fee of $1,000.00.
The initial notice filing is effective for 12 months.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 528 - FEDERAL "REGULATION A" TIER 2 NOTICE FILINGS AND FEES › Section 032-528-4 - Location of form

Current through 2024-29, July 17, 2024
Copies of the Regulation A - Tier 2 Notice Filing Form,
				  incorporated by reference in this rule, are available at no charge on the
				  Office of Securities website:
http://www.maine.gov/pfr/securities/forms.htm.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 532 - SECURITIES OFFERINGS ON THE INTERNET › Section 032-532-1 - Definitions

Current through 2024-29, July 17, 2024
For purposes of this rule, the following definitions shall
				  apply:
1. "Internet" means the global
				information system comprised of independent computer networks which are
				interconnected and share information without the use of a central processing
				center by use of the Transmission Control Protocol/Internet Protocol (TCP/IP)
				suite, to include without limitation, the World Wide Web, proprietary or
				"common carrier" electronic delivery systems, or similar medium.
2. "Internet offer" means a communication
				regarding the offering of securities within the meaning of Section 16102(26) of
				the Maine Uniform Securities Act, made on the Internet and directed generally
				to anyone who has access to the Internet, including persons in
				Maine.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 532 - SECURITIES OFFERINGS ON THE INTERNET › Section 032-532-2 - Purpose

Current through 2024-29, July 17, 2024
The purpose of this rule is to clarify the regulation of
				  Internet solicitations in Maine, in light of the fact that:
1. Capital formation and the methods by which
				issuers seek to raise capital have evolved over time; and
2. The Internet has facilitated greatly the
				ability to communicate with a large number of persons.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 532 - SECURITIES OFFERINGS ON THE INTERNET › Section 032-532-3 - Exemption

Current through 2024-29, July 17, 2024
An Internet offer by, or on behalf of, an issuer is exempt
				  from the registration requirements of Subchapter 3 of the Maine Uniform
				  Securities Act, provided that:
1. The
				Internet offer prominently and conspicuously indicates in the offer and on the
				cover page of any offering document and on any subscription agreement document
				either:
A. That the securities are not being
				offered to persons in Maine; or
B.
				In which specific states, other than Maine, the securities are being
				offered;
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 532 - SECURITIES OFFERINGS ON THE INTERNET › Section 032-532-4 - Limitation on Exemption

Current through 2024-29, July 17, 2024
This rule does not relieve an issuer, or any person acting on
				  behalf of an issuer, from liability under other provisions of the Maine Uniform
				  Securities Act and the rules adopted pursuant to that Act.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 533 - MAINE ISSUER NOTIFICATION OF EXEMPTION FORM › Section 032-533-1 - Adoption

Current through 2024-29, July 17, 2024
Pursuant to
				   32 M.R.S.A.
				  §16202(15)(E), the
				  Securities Administrator adopts the "Notification of Exemption for Maine
				  Issuers," revised December 31, 2005, as the form that the issuer must use to
				  both file for an exemption from the securities registration requirements and
				  provide to each offeree of securities sold in reliance on the "limited private
				  offering transactions, Maine issuer" exemption.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 533 - MAINE ISSUER NOTIFICATION OF EXEMPTION FORM › Section 032-533-2 - Location of Incorporated Matter

Current through 2024-29, July 17, 2024
Copies of the form "Notification of Exemption for Maine
				  Issuers," incorporated by reference into this rule, are available at no charge
				  on the Maine Office of Securities web site:
http://www.maine.gov/pfr/sec/sec_forms.htm
.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 534 - LIMITED PRIVATE OFFERING EXEMPTIONS; PURCHASERS PRESENT IN THIS STATE AND SINGLE ISSUE › Section 032-534-1 - Purchasers Present in this State; Date of Sale

Current through 2024-29, July 17, 2024
1.
				For offerings relying on an exemption under
				 32 M.R.S.A.
				§16202(14) or (15), the
				following principles will be used to determine the number of purchasers who are
				"present in this State":
A. An individual
				purchaser is present in this State if the purchaser is a resident of this State
				or is physically within this State at the time of the sale;
B. An entity purchaser is present in this
				State if the entity's principal executive office is located in this State;
				and
C. The presence of a purchaser
				in this State is determined as of the date of the sale to that person, and that
				person continues to be counted as a purchaser in that issue if the person
				subsequently leaves this State.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 534 - LIMITED PRIVATE OFFERING EXEMPTIONS; PURCHASERS PRESENT IN THIS STATE AND SINGLE ISSUE › Section 032-534-2 - Calculation of the Number of Purchasers

Current through 2024-29, July 17, 2024
The following principles will be used to calculate the number
				  of purchasers to whom sales of the issuer's securities are made pursuant to
				   32 M.R.S.A.
				  §16202(14) or
				  (15).
1. Exclusions. The following purchasers shall
				be excluded:
A. Investors specified in
				 32 M.R.S.A.
				§16202(13) or any rule
				adopted under that section;
B. Any
				relative, spouse or relative of the spouse of a purchaser who has the same
				principal residence as such purchaser;
C. Any trust or estate in which a purchaser
				and any of the persons related to the purchaser as specified in paragraphs B or
				D of this subsection collectively have more than 50 percent of the beneficial
				interest (excluding contingent interests); and
D. Any corporation or other organization of
				which a purchaser and any of the persons related to the purchaser as specified
				in paragraphs B or C of this subsection collectively are beneficial owners of
				more than 50 percent of the equity securities or equity interests.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 534 - LIMITED PRIVATE OFFERING EXEMPTIONS; PURCHASERS PRESENT IN THIS STATE AND SINGLE ISSUE › Section 032-534-3 - Single Issue; Integration of Offerings

Current through 2024-29, July 17, 2024
1.
				General. All sales that are part of the same offering made in reliance on
				 32 M.R.S.A.
				§16202(14) or (15) must
				meet all of the terms and conditions of the exemption.
2. Integration factors. For purposes of
				 32 M.R.S.A.
				§16202(14) or (15), the
				determination as to whether offers and sales of securities are part of a single
				issue (i.e. are considered integrated) depends on the particular facts and
				circumstances. The following factors should be considered in determining
				whether offers and sales should be integrated for purposes of these exemptions:
A. Whether the sales are part of a single
				plan of financing;
B. Whether the
				sales involve issuance of the same class of securities;
C. Whether the sales have been made at or
				about the same time;
D. Whether the
				same type of consideration is being received; and
E. Whether the sales are made for the same
				general purpose.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 536 - SECURITIES MANUALS › Section 032-536-1 - Designation

Current through 2024-29, July 17, 2024
The Securities Administrator designates as "nationally
				  recognized securities manuals" any Mergent securities manuals, and the OTCQX
				  and OTCQB markets, that contain, in whatever format, the information specified
				  in
				  32 M.R.S.A.
				  §16202(2)(D)(1) -
				  (4).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 536 - SECURITIES MANUALS › Section 032-536-2 - Annual Certification

Current through 2024-29, July 17, 2024
Each securities manual designated in Section
				  1 of this rule must submit to the
				  Securities Administrator each year before January 15 written certification, by
				  notarized signature of a corporate officer, that all listings in its manual or
				  its electronic equivalent contain the information specified in
				   32 M.R.S.A.
				  §16202(2)(D)(1) -
				  (4).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 537 - EXEMPTION FOR OFFERS AND SALES TO ACCREDITED INVESTORS › Section 032-537-1 - Definitions

Current through 2024-29, July 17, 2024
For purposes of this rule, the following definitions shall
				  apply:
1.  "Accredited investor" means
				an accredited investor as defined by the United States Securities and Exchange
				Commission in 17 CFR ... § 230.501(a), as amended from time to
				time.
2. "Administrator" has the
				same meaning as in
				 32 M.R.S.A.
				§16102(1).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 537 - EXEMPTION FOR OFFERS AND SALES TO ACCREDITED INVESTORS › Section 032-537-2 - Exempt Transaction

Current through 2024-29, July 17, 2024
Any offer or sale of a security by an issuer in a transaction
				  that meets the requirements in Section3 of this rule is exempted from
				  Sections 16301 and 16504 of the Maine Uniform Securities Act.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 537 - EXEMPTION FOR OFFERS AND SALES TO ACCREDITED INVESTORS › Section 032-537-3 - Requirements of Exemption

Current through 2024-29, July 17, 2024
To qualify for this exemption, the transaction must meet the
				  following requirements:
1. Sales of
				securities are made only to persons:
A. who
				are accredited investors; or
B.
				whom the issuer reasonably believes are accredited investors.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 537 - EXEMPTION FOR OFFERS AND SALES TO ACCREDITED INVESTORS › Section 032-537-4 - Exemption from Agent Licensing

Current through 2024-29, July 17, 2024
An agent acting for an issuer in effecting offers or sales of
				  securities in transactions exempt under Section
				  2 of this rule is exempt from the
				  licensing requirements of Section 16402(1) of the Maine Uniform Securities
				  Act.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 537 - EXEMPTION FOR OFFERS AND SALES TO ACCREDITED INVESTORS › Section 032-537-5 - Location of Incorporated Matter

Current through 2024-29, July 17, 2024
Copies of the Uniform Form U-2 and Model Accredited Investor
				  Exemption Uniform Notice of Transaction form, incorporated by reference into
				  this rule, are available at no charge on the Maine Office of Securities web
				  site:
http://www.maine.gov/pfr/sec/sec_forms.htm
.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 538 - EXEMPTION FOR OFFERS AND SALES TO THE FINANCE AUTHORITY OF MAINE › Section 032-538-1 - Exempt Transactions

Current through 2024-29, July 17, 2024
Any offer or sale of a security by an issuer to the Finance
				  Authority of Maine, or to any agency designated by the Maine Legislature as a
				  successor to the Finance Authority of Maine, is exempted from Sections 16301
				  and 16504 of the Maine Uniform Securities Act.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 538 - EXEMPTION FOR OFFERS AND SALES TO THE FINANCE AUTHORITY OF MAINE › Section 032-538-2 - Exemption from Agent Licensing

Current through 2024-29, July 17, 2024
An agent acting for an issuer in effecting offers or sales of
				  securities in transactions exempt under Section
				  1 of this rule is exempt from the
				  licensing requirements of Section 16402 of the Maine Uniform Securities
				  Act.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-1 - Definitions

Current through 2024-29, July 17, 2024
For purposes of this rule, the following definitions shall
				  apply:
1.  The "issuer" of a viatical
				or life settlement contract is defined at
				 32 M.R.S.A.
				§16102(17)(D).
2.  "Viatical or life settlement contract" is
				defined at
				 32 M.R.S.A.
				§16102(32).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-2 - Registration

Current through 2024-29, July 17, 2024
The registration requirements of
				   32 M.R.S.A.
				  §§16304 and
				  16305
				  are applicable to any security offered or sold in Maine that constitutes a
				  "viatical or life settlement contract" unless the security is eligible for
				  exemption from registration pursuant to
				   32 M.R.S.A.
				  §16202(25).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-3 - Filing Requirement

Current through 2024-29, July 17, 2024
Prior to any offer of an investment in a viatical or life
				  settlement contract in Maine, an issuer must file with the Securities
				  Administrator, for each type of contract, a completed and signed Notice of
				  Exemption for Offers and Sales of Viatical or Life Settlement Contracts under
				   32M.R.S.A.
				  §16202(25)(C) together
				  with:
1. A copy of offering materials
				specified in section
				4(2) of this
				chapter;
2. A completed consent to
				service of process on Uniform Form U-2 signed by the issuer; and
3. A nonrefundable $300 filing fee for each
				type of interest offered.
The Securities Administrator hereby adopts the attached form
				  Notice of Exemption for Offers and Sales of Viatical or Life Settlement
				  Contracts.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-4 - Exemption from Registration; Disclosures

Current through 2024-29, July 17, 2024
1.
Standard disclosure documents.
For any security offered or sold
				pursuant to the exemption from registration of
				 32 M.R.S.A.
				§16202(25), the
				following standard disclosure documents are required. These disclosure
				documents are adopted by the Securities Administrator as part of this rule:
A.
Viatical Disclosure Document
				I.
Viatical Disclosure Document I, must be delivered as a separate
				document to offerees at least 48 hours prior to the time they enter into any
				written agreement to purchase; and
B.
Viatical Disclosure Document
				II.
Viatical Disclosure Document II, must be delivered as a separate
				document to purchasers within 30 calendar days after the date on which the
				purchaser's check is delivered or the purchaser's funds are otherwise available
				for the purchase.
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-5 - Licensing

Current through 2024-29, July 17, 2024
The licensing and other provisions of Sub-chapter 4 of the
				  Maine Uniform Securities Act are applicable to the offer or sale in Maine of
				  any security that constitutes a "viatical or life settlement contract"
				  regardless of whether the security is eligible for exemption from registration
				  pursuant to
				   32 M.R.S.A.
				  §16202(25).
Code of Maine Rules › 02 - DEPARTMENT OF PROFESSIONAL AND FINANCIAL REGULATION › 032 - OFFICE OF SECURITIES › Chapter 539 - OFFERS AND SALES OF VIATICAL OR LIFE SETTLEMENT CONTRACTS › Section 032-539-6 - Location of Incorporated Matter

Current through 2024-29, July 17, 2024
Copies of the form Notice of Exemption for Offers and Sales
				  of Viatical or Life Settlement Contracts, the Uniform Form U-2, and the
				  Viatical Disclosure Document I and II, incorporated by reference into this
				  rule, are available at no charge on the Maine Office of Securities web site:
http://www.maine.gov/pfr/sec/sec_forms.htm
.