Ohio Administrative Code › Title 1301:6 - Division of Securities › Chapter 1301:6-3 - Registration of Securities; Licensing › Section 1301:6-3-14 - Exceptions to dealer license and securities and exchange commission registration requirements

Current through all regulations passed and filed through July 1, 2024
(A) A dealer's license shall be required of a
			 person who acts as a dealer, as defined in division (E) of section
			 1707.01 of the Revised Code
			 subject, to the provisions of division (A)(1) of section
			 1707.14 of the Revised Code, and
			 to the following exceptions:
(1) Without a
			 license, a person may sell the promissory notes or commercial paper of its
			 subsidiary, provided such securities are not offered for sale, directly or
			 indirectly, to the public, as that term is defined in paragraph (D) of rule
			 1301:6-3-02 of
			 the Administrative Code.
(2)
			 Without a license, a person which is organized not for profit and whose net
			 earnings do not inure to the benefit of any person, may sell its subsidiaries'
			 securities which do not constitute evidence of indebtedness or a promise to pay
			 money, provided the total cost of sale does not exceed two per cent of their
			 aggregate sale price, plus five hundred dollars.
(3) Without a license, a person may sell any
			 securities of its subsidiary, which have been issued under an approved plan of
			 reorganization, recapitalization or refinancing pursuant to section
			 1707.04 of the Revised Code.
(4) Without a license, a person
			 may sell the securities of its subsidiary in the transactions specified in
			 section 1707.06 of the Revised Code.
(5) Without a license, a person
			 may distribute information on available products and services on or through the
			 internet or similar electronic medium provided that:
(a) The distribution of information is not
			 specifically directed to any person in this state;
(b) The distribution of information consists
			 solely of the dissemination of general information regarding products and
			 services;
(c) The distribution of
			 information contains a legend which clearly states that:
(i) The person may only act as a dealer or
			 salesperson in this state if the person is first licensed by the division or
			 properly excepted from licensure; and
(ii) Follow-up individualized responses by
			 the person in this state that involve acting as a dealer or salesperson will
			 not be made unless the person is first licensed by the division or properly
			 excepted from licensure;
(d) The distribution of information contains
			 a mechanism, including but not limited to, a technical "firewall" or other
			 implemented policies and procedures, designed to reasonably ensure that prior
			 to any direct communication resulting from the distribution of information, the
			 person is first licensed by the division or properly excepted from licensure;
(e) In the case of distribution of
			 information by a person who would qualify as a "salesman" as defined in
			 division (F) of section
			 1707.01 of the Revised Code, in
			 addition to the foregoing:
(i) The dealer
			 with whom the person is associated is prominently disclosed in the distribution
			 of information;
(ii) The dealer
			 with whom the person is associated retains responsibility for reviewing and
			 approving the content of the distribution of information;
(iii) The dealer with whom the person is
			 associated first authorizes the distribution of information; and
(iv) The distribution of information is
			 within the scope of authority granted to the person by the dealer with whom the
			 person is associated.
(6) Without a license, a bank may sell
			 securities to an institutional investor.