reglab/statecodes huggingface dataset:
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 5 - INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES AND FEDERAL COVERED ADVISERS › Section 12.11.5.28 - BRANCH OFFICE SUPERVISORY REQUIREMENTS

Current through Register Vol. 35, No. 13, July 16, 2024
Every registered investment adviser must employ at its
				  principal office and at each branch office in this state at least one person
				  designated to act in a supervisory capacity who is qualified as an investment
				  adviser representative in this state and has satisfied the principal's
				  examination requirement in
				  12.11.5.18
				  NMAC. The designated supervisor must meet the requirements of this section at
				  the time that the principal or branch office located in this state opens for
				  business. The designated supervisor must be physically located in the office
				  that he or she supervises. After a principal or branch office located in this
				  state opens for business, if the designated supervisor no longer meets the
				  requirements of this section, the investment adviser shall have 90 days from
				  the first date of noncompliance to meet the requirements of this section,
				  provided that the investment adviser provides the director with written notice
				  of the event of noncompliance within five days of such event and further sets
				  forth the method of supervision pending the replacement of the designated
				  supervisor.
A. For
				single-representative offices, this section shall be satisfied if at least one
				person who meets the requirements of 12.11.5.18 NMAC is employed on a full-time
				basis by the investment adviser, and the investment adviser shall:
(1) conduct annual on-site field audits, by a
				person who meets the requirements of 12.11.5.18 NMAC, of each
				single-representative office, including but not limited to an examination for
				compliance with books and records requirements, and for compliance with the
				rules of conduct of 12.11.7 NMAC.
(2) maintain in its principal office the
				results of all field audits conducted pursuant to Paragraph (1) of Subsection A
				of this section; and
(3) comply
				with any additional conditions that the director may by order impose, if the
				director finds the issuance of such order is necessary or appropriate in the
				public interest or for the protection of investors.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.2 - SCOPE

Current through Register Vol. 35, No. 13, July 16, 2024
All persons, whether natural or legal entities, that transact
				  business in New Mexico as an investment adviser and their
				  representatives.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.3 - STATUTORY AUTHORITY

Current through Register Vol. 35, No. 13, July 16, 2024
Section
				  58-13C-605
				  A NMSA 1978 authorizes the director to adopt, amend and repeal rules necessary
				  or appropriate to carry out the provisions of the New Mexico Uniform Securities
				  Act, Sections
				  58-13C-101
				  to 701, hereinafter referred to in this Chapter 11 as the "New Mexico Uniform
				  Securities Act".
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.5 - EFFECTIVE DATE

Current through Register Vol. 35, No. 13, July 16, 2024
January 1, 2010, unless a later date is cited at the end of a
				  section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.6 - OBJECTIVE

Current through Register Vol. 35, No. 13, July 16, 2024
To implement new rules and revise existing rules to better
				  reflect the realities of current financial, commercial and regulatory
				  principles and practices affecting the securities markets.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.7 - DEFINITIONS

Current through Register Vol. 35, No. 13, July 16, 2024
For purposes of 12.11.6 NMAC:
A.
"discretionary power"
shall
				not include discretion as to the price at which or the time when a transaction
				is or is to be effected if, before the order is given by the investment
				adviser, the client has directed or approved the purchase or sale of a definite
				amount of the particular security; and
B.
"investment supervisory
				services"
means the giving of continuous advice as to the investment of
				funds on the basis of the individual needs of each client.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.9 - RECORDKEEPING REQUIREMENTS CONTINUED

Current through Register Vol. 35, No. 13, July 16, 2024
A.
Record of the investment adviser's
				securities transactions required pursuant to Paragraph (3) of Subsection A of
				12.11.6.8 NMAC
.
(1) The investment
				adviser shall prepare a memorandum setting forth:
(a) each order given by the investment
				adviser for the purchase or sale of any security;
(b) any instruction received by the
				investment adviser from the client concerning the purchase, sale, receipt or
				delivery of a particular security; and
(c) any modification or cancellation of any
				such order or instruction.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.10 - DIRECTOR MAY ORDER EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
The director may by order exempt any investment adviser from
				  all or part of the requirements of this section, either unconditionally or upon
				  specified conditions, if by reason of the special nature of its business, the
				  director finds that issuance of the order is necessary or appropriate in the
				  public interest or for the protection of investors.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 6 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RECORDS › Section 12.11.6.11 - EXEMPTION FOR PRINCIPAL PLACE OF BUSINESS IN ANOTHER STATE

Current through Register Vol. 35, No. 13, July 16, 2024
Every investment adviser that has its principal place of
				  business in a state other than New Mexico shall be exempt from the requirements
				  of this section, provided the investment adviser is licensed or registered in
				  such state and is in compliance with such state's recordkeeping
				  requirements.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.1 - ISSUING AGENCY

Current through Register Vol. 35, No. 13, July 16, 2024
Regulation and Licensing Department - New Mexico Securities
				  Division.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.2 - SCOPE

Current through Register Vol. 35, No. 13, July 16, 2024
All persons, whether natural or legal entities, that transact
				  business in New Mexico as an investment adviser and their representatives. To
				  the extent that the conduct alleged constitutes fraud or deceit, the provisions
				  of this section also apply to all other persons, in addition to investment
				  advisers and investment adviser representatives, who advise 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 who, for compensation and as part of a
				  regular business, issue or promulgate analyses or reports relating to
				  securities.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.3 - STATUTORY AUTHORITY

Current through Register Vol. 35, No. 13, July 16, 2024
Section
				  58-13C-605
				  A NMSA 1978 authorizes the director to adopt, amend and repeal rules necessary
				  or appropriate to carry out the provisions of the New Mexico Uniform Securities
				  Act, Sections
				  58-13C-101
				  to 701 NMSA 1978, hereinafter referred to in this Chapter 11 as the "New Mexico
				  Uniform Securities Act".
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.5 - EFFECTIVE DATE

Current through Register Vol. 35, No. 13, July 16, 2024
January 1, 2010, unless a later date is cited at the end of a
				  section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.6 - OBJECTIVE

Current through Register Vol. 35, No. 13, July 16, 2024
To implement new rules and revise existing rules to better
				  reflect the realities of current financial, commercial and regulatory
				  principles and practices affecting the securities markets.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.9 - CONTRACT WAIVING RIGHTS PROHIBITED

Current through Register Vol. 35, No. 13, July 16, 2024
An investment adviser shall not enter into any contract with
				  a customer if the contract contains any condition, stipulation or provision
				  binding the customer to waive any rights under the New Mexico Uniform
				  Securities Act, or any rule or order thereunder, or of the Investment Advisers
				  Act of 1940. Any such condition, stipulation or provision is
				  void.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.10 - WRITTEN CONTRACT REQUIRED

Current through Register Vol. 35, No. 13, July 16, 2024
A.
				No registered investment adviser may enter into, extend or renew any investment
				advisory contract with a customer in this state unless the contract is in
				writing and a copy of the contract is given to the customer within 15 days
				after the execution of the contract. Such contract shall disclose, in
				substance, the services to be provided, the term of the contract, the advisory
				fee, the formula for computing the fee, the amount of prepaid fee to be
				returned in the event of contract termination or non-performance, whether the
				contract grants discretionary power to the adviser and that no assignment of
				such contract shall be made by the investment adviser without the consent of
				the other party to the contract.
B.
				It is unlawful to enter into, extend or renew any investment advisory contract
				if the investment advisory contract:
(1)
				provides for compensation to the investment adviser on the basis of a share of
				capital gains upon or capital appreciation of the funds or any portion of the
				funds of the client unless such contract complies with rule 205-3 under the
				Investment Advisors Act of 1940;
(2) fails to provide in substance, that no
				assignment of such contract shall be made by the investment adviser without the
				consent of the other party to the contract; or
(3) fails to provide, in substance, that the
				investment adviser, if a partnership, will notify the other party to the
				contract of any change in the membership of such partnership within a
				reasonable time after such change.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.12 - PROHIBITED BUSINESS PRACTICES BY FEDERAL COVERED ADVISERS

Current through Register Vol. 35, No. 13, July 16, 2024
The provisions of
				  12.11.7.13
				  and
				  12.11.7.14
				  NMAC apply to federal covered advisers to the extent that the conduct alleged
				  is fraudulent, deceptive, or as otherwise permitted by the National Securities
				  Markets Improvement Act of 1996 (
				  Pub. L. No.
				  104-290 ). An investment adviser or a federal
				  covered adviser is a fiduciary and has a duty to act primarily for the benefit
				  of its clients. While the extent and nature of this duty varies according to
				  the nature of the relationship between an investment adviser and its clients
				  and the circumstances of each case, an investment adviser or a federal covered
				  adviser shall not engage in any unlawful, unethical or dishonest conduct or
				  practices.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 7 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES RULES OF CONDUCT AND PROHIBITED BUSINESS PRACTICES › Section 12.11.7.14 - PROHIBITED BUSINESS PRACTICES LISTED ARE NOT EXCLUSIVE

Current through Register Vol. 35, No. 13, July 16, 2024
The conduct set forth in
				  12.11.7.13
				  NMAC is not exclusive. Engaging in other conduct such as nondisclosure,
				  incomplete disclosure or deceptive practices shall be deemed an unethical
				  business practice. The federal statutory and regulatory provisions referenced
				  herein shall apply to investment advisers and federal covered advisers, to the
				  extent permitted by the National Securities Markets Improvement Act of 1996 (
				  Pub. L. No.
				  104-290 ).
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.2 - SCOPE

Current through Register Vol. 35, No. 13, July 16, 2024
All persons, whether natural or legal entities, that transact
				  business in New Mexico as a broker-dealer, an investment adviser or an issuer
				  of securities, and their representatives and agents.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.3 - STATUTORY AUTHORITY

Current through Register Vol. 35, No. 13, July 16, 2024
Section
				  58-13C-605
				  A authorizes the director to adopt, amend and repeal rules necessary or
				  appropriate to carry out the provisions of the New Mexico Uniform Securities
				  Act, NMSA 1978, Sections
				  58-13C-101
				  to 701, hereinafter referred to in this Chapter 11 as the "New Mexico Uniform
				  Securities Act".
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.5 - EFFECTIVE DATE

Current through Register Vol. 35, No. 13, July 16, 2024
January 1, 2010, unless a later date is cited at the end of a
				  section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.6 - OBJECTIVE

Current through Register Vol. 35, No. 13, July 16, 2024
To implement new rules and revise existing rules to better
				  reflect the realities of current financial, commercial and regulatory
				  principles and practices affecting the securities markets.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.8 - GENERAL REGISTRATION PROVISIONS

Current through Register Vol. 35, No. 13, July 16, 2024
The following provisions shall apply generally to the
				  registration of securities in New Mexico in addition to any requirements found
				  elsewhere in the New Mexico Uniform Securities Act or these rules.
A.
Registration statements
.
(1) A registration application will not be
				considered as filed unless form U-1, uniform application to register
				securities, has been properly completed and endorsed, is accompanied by a
				filing fee calculated in accordance with Section
				58-13C-305
				B, and applicable documents specified in form U-1. Checks are to be made
				payable to the New Mexico securities division. Fees paid upon the filing of the
				registration statement are not refundable.
(2) Issuers may satisfy filing requirements
				contained in these rules by filing required documents and fees using an
				electronic filing system in such a manner as approved by order of the
				director.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.10 - REGISTRATION BY COORDINATION

Current through Register Vol. 35, No. 13, July 16, 2024
A registration statement under Section 58-13C-303(B) shall
				  be submitted on form U-1, shall contain the following information and be
				  accompanied by the following documents, in addition to the information
				  specified in Section
				  58-13C-303
				  B and Section
				  58-13C-305
				  C and the consent to service of process on form U-2 required by Section
				  58-13C-303
				  B(3):
A. copies of the articles of
				incorporation and by-laws or equivalents currently in effect, any agreements
				with or among underwriters of the offering, any instrument governing the
				issuance of the security to be registered, a specimen of the security and, if
				the security to be registered is a note, bond, debenture or other evidence of
				indebtedness, a trust indenture, unless the security is a face-amount
				certificate registered under the Investment Company Act of 1940 or unless the
				requirement to furnish a trust indenture relating to the securities is waived
				by the director for good cause shown; and
B. one copy of any other information or any
				documents required to be filed under form U-1.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.11 - REGISTRATION BY QUALIFICATION

Current through Register Vol. 35, No. 13, July 16, 2024
A registration statement under Section
				  58-13C-304
				  shall be submitted on form U-1, shall contain the following information and be
				  accompanied by the following documents, in addition to the information
				  specified in Section
				  58-13C-304
				  and the consent to service of process on form U-2 required by Section
				  58-13C-304
				  B:
A. copies of the articles of
				incorporation and by-laws or equivalents currently in effect, any agreements
				with or among underwriters of the offering, any instrument governing the
				issuance of the security to be registered, a specimen of the security and, if
				the security to be registered is a note, bond, debenture or other evidence of
				indebtedness, a trust indenture unless the security is a face amount
				certificate registered under the Investment Company Act of 1940 or unless the
				requirement to furnish a trust indenture relating to the securities is waived
				by the director for good cause shown; and
B. one copy of any other information or any
				documents required to be filed under form U-1.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 8 - REGISTRATION OF SECURITIES - GENERAL PROVISIONS › Section 12.11.8.12 - PROSPECTUS REQUIREMENTS

Current through Register Vol. 35, No. 13, July 16, 2024
A. As a
				condition of registration, a prospectus, offering circular, or similar document
				meeting the requirements of Subsections B, C and D of 12.11.8.12 NMAC shall be
				sent or given to each person to whom an offer is made by or for the account of
				the issuer or any other person on whose behalf the offering is made or by any
				underwriter or broker-dealer who is offering part of an unsold allotment or
				subscription as a participant in the distribution. The document shall be sent
				or given either before or concurrently with the earlier of any of the
				following:
(1) any written offer made to the
				person, otherwise than by means of public advertisement;
(2) confirmation of any sale to the
				person;
(3) payment pursuant to any
				sale to the person; or
(4) delivery
				of the security pursuant to any sale to the person.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.2 - SCOPE

Current through Register Vol. 35, No. 13, July 16, 2024
All persons, whether natural or legal entities, that transact
				  business in New Mexico as a broker-dealer, an investment adviser or an issuer
				  of securities, and their representatives and agents.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.3 - STATUTORY AUTHORITY

Current through Register Vol. 35, No. 13, July 16, 2024
Section
				  58-13C-605
				  A NMSA 1978 authorizes the director to adopt, amend and repeal rules necessary
				  or appropriate to carry out the provisions of the New Mexico Uniform Securities
				  Act, Sections
				  58-13C-101
				  to 701 NMSA 1978, hereinafter referred to in this Chapter 11 as the "New Mexico
				  Uniform Securities Act".
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.5 - EFFECTIVE DATE

Current through Register Vol. 35, No. 13, July 16, 2024
January 1, 2010, unless a later date is cited at the end of a
				  section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.6 - OBJECTIVE

Current through Register Vol. 35, No. 13, July 16, 2024
To implement new rules and revise existing rules to better
				  reflect the realities of current financial, commercial and regulatory
				  principles and practices affecting the securities markets.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.7 - DEFINITIONS

Current through Register Vol. 35, No. 13, July 16, 2024
A.
General:
The definitions in this section apply to issuers and promoters
				of such issuers, organized as limited liability companies, limited
				partnerships, limited liability partnerships or other legal entities, as
				appropriate, even though 12.11.9 NMAC refers only to corporate entities and
				their promoters.
B.
Definitions:
The definitions contained in this section apply to the
				terms used in 12.11.9 NMAC, except as otherwise provided.
(1) "
Adjusted net earnings
" are
				the issuer's net earnings after charges for interest and dividends, adjusted on
				a pro forma basis to reflect:
(a) the
				elimination of any required charges for debt, debt securities or preferred
				stock that are to be redeemed or retired from the proceeds derived from the
				public offering of preferred stock;
(b) the effect of any acquisitions or capital
				expenditures that were made by the issuer after its last fiscal year, or which
				are proposed or required to be made during the current fiscal year, which
				materially affect the issuer's net earnings;
(c) the effect of any charges or dividends on
				debt, debt securities or preferred stock issued after the issuer's last fiscal
				year;
(d) the effect of any charges
				or dividends on debt, debt securities or preferred stock that were issued
				during the issuer's last fiscal year, but which were outstanding for only a
				portion of such fiscal year, calculated as if charges or dividends, such debt,
				debt securities or preferred stock had been outstanding for the entire fiscal
				year; and
(e) the effect of any
				other material changes to an issuer's future net earnings.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.8 - ADOPTION OF NASAA STATEMENTS OF POLICY FOR REGISTRATION OF CERTAIN TYPES OF SECURITIES

Current through Register Vol. 35, No. 13, July 16, 2024
In order to promote uniform regulation, the director adopts
				  the following NASAA statements of policy set out in CCH NASAA reports published
				  by commerce clearing house. An offering being registered pursuant to Sections
				  303 and 304 of the New Mexico Uniform Securities Act must comply with the
				  requirements of said statements of policy or policies as adopted and as revised
				  in subsequent amendments.
A.
				Asset-backed securities.
B. Cattle
				feeding programs.
C. Commodity pool
				programs.
D. Equipment
				programs.
E. Mortgage
				programs.
F. Oil and gas
				programs.
G. Omnibus
				programs.
H. Real estate investment
				trusts.
I. Real estate
				programs.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.9 - IMPOUNDMENT OF PROCEEDS

Current through Register Vol. 35, No. 13, July 16, 2024
A. When an
				impoundment agreement ("agreement") is necessary, the proceeds from the sale of
				the securities must be deposited in an interest bearing escrow or trust account
				with an impoundment agent. The impoundment agent may not be affiliated with the
				issuer, its affiliates, its officers or directors, the underwriter or any
				promoter.
B. The agreement:
(1) a signed copy of the agreement must be
				filed with the director and shall become part of the registration
				statement;
(2) the agreement must
				be signed by an officer of the issuer, an officer of the underwriter (if
				applicable) and an officer of the impoundment agent; the aforesaid individuals
				must have the authority to sign such documents;
(3) the agreement shall provide that the
				impounded proceeds (proceeds) are not subject to claims by creditors of the
				issuer, affiliates, associates or underwriters until the proceeds have been
				released to the issuer pursuant to the terms of the agreement;
(4) a summary of the principal terms shall be
				included in the registration statement; and
(5) the agreement shall provide that the
				director has the right to inspect and make copies of the records of the
				impoundment agent at any reasonable time wherever the records are
				located.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.10 - LOANS AND OTHER MATERIAL AFFILIATED TRANSACTIONS

Current through Register Vol. 35, No. 13, July 16, 2024
A. Where there have been or will be loans and
				other material affiliated transactions as described in this section, the offer
				or sale of securities may be disallowed by the director unless the issuer has,
				and represents in the prospectus or offering document that it will maintain, at
				least two independent directors on its board of directors.
B. The offer or sale of securities may be
				disallowed by the director if the issuer or its affiliates will have loans
				outstanding after the offering or intends to make loans to or loan guarantees
				on behalf of its promoters, other than:
(1)
				advances to officers, directors and employees for travel, business expenses and
				similar ordinary operating expenditures;
(2) loans or loan guarantees made for the
				purchase of an issuer's securities by its officers, directors and employees,
				and loans for relocation of officers, directors and employees, provided the
				loans or loan guarantees that are ongoing were approved by a majority of the
				independent directors of the issuer's board of directors who did not have an
				interest in the transactions and who had access, at the issuer's expense, to
				issuer's or independent legal counsel; or
(3) loans made by an issuer or its affiliates
				whose primary business is that of making loans, provided that:
(a) the loans will be evidenced by promissory
				notes naming the lender as payee;
(b) the loans will bear interest at rates
				which are comparable to those normally charged by other commercial lenders for
				similar loans made in the lender's locale;
(c) the loans will be repaid pursuant to
				appropriate amortization schedules and contain default provisions comparable to
				those normally used by other commercial lenders for similar loans made in the
				lender's locale;
(d) the loans will
				be made only if credit reports and financial statements show the loans to be
				collectible and the borrowers are satisfactory credit risks in light of the
				nature and terms of the loans and other circumstances;
(e) the loans meet the loan policies normally
				used by other commercial lenders for similar loans made in the lender's
				locale;
(f) the purposes of the
				loans and the disbursements of proceeds will be reviewed and monitored in a
				manner comparable to that normally used by other commercial lenders for similar
				loans made in the lender's locale; and
(g) the loans will not violate the
				requirements of any banking or other financial institutions regulatory
				authority.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.11 - OPTIONS AND WARRANTS

Current through Register Vol. 35, No. 13, July 16, 2024
A. Options
				or warrants may be issued to underwriters as compensation in connection with a
				public offering provided those options or warrants comply with the requirements
				of 12.11.9.15 NMAC, underwriting expenses, underwriter's warrants, selling
				expenses and selling security holders.
B. Options or warrants may be granted to
				unaffiliated institutional investors in connection with loans if:
(1) the options or warrants are issued
				contemporaneously with the issuance of the loan;
(2) the options or warrants are granted as
				the result of bona fide negotiations between the issuer and unaffiliated
				institutional investor;
(3) the
				exercise price of the options or warrants is not less than the fair market
				value of the issuer's shares of common stock underlying the options or warrants
				on the date that the loan was approved; and
(4) the number of shares issuable upon
				exercise of the options or warrants multiplied by the exercise price thereof
				does not exceed the face amount of the loan.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.12 - PROMOTER'S EQUITY INVESTMENT

Current through Register Vol. 35, No. 13, July 16, 2024
A public securities offering by a promotional or development
				  stage company may be disallowed by the director if the promoters' equity
				  investment is less than:
A. ten
				percent of the first $1,000,000 of the aggregate public offering;
B. seven percent of the next $500,000 of the
				aggregate public offering;
C. five
				percent of the next $500,000 of the aggregate public offering; and
D. two and one-half percent of the balance
				exceeding $2,000,000 of the aggregate public offering, which may include items
				submitted by the promoter to meet this requirement whose value has been
				accepted by the director.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.13 - PROMOTIONAL SHARES

Current through Register Vol. 35, No. 13, July 16, 2024
A.
Escrow of promotional shares:
The director may require that some or all
				of the promoters deposit some or all of their promotional shares into an escrow
				account ("escrow") with an escrow agent according to the terms of an escrow
				agreement ("agreement") as a condition to registering a public offering of
				equity securities. The promoters, who are required to deposit some or all of
				their promotional shares into escrow, are hereinafter collectively referred to
				as depositors. The director may, at his discretion, require a lock-in agreement
				on substantially the same terms and conditions as an agreement.
B.
Release of promotional
				shares
.
(1) The escrow agent shall
				release the promotional shares in the following manner, if:
(a) the issuer's aggregate revenues are:
(i) $500,000 or more, provided that neither
				the auditor's report nor any footnote to the issuer's latest audited financial
				statement contains an opinion or statement regarding the ability of the issuer
				to continue as a going concern; beginning one year from the date the offering
				is declared effective, two and one-half percent of promotional shares held in
				escrow may be released each quarter pro rata among the depositors; all
				remaining promotional shares shall be released from escrow on the second
				anniversary from the date the offering is declared effective; or
(ii) less than $500,000; beginning two years
				from the date the offering is declared effective, two and one-half percent of
				promotional shares held in escrow may be released each quarter pro rata among
				the depositors; all remaining promotional shares shall be released from escrow
				on the third anniversary from the date the offering is declared
				effective;
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.14 - SPECIFICITY IN USE OF PROCEEDS

Current through Register Vol. 35, No. 13, July 16, 2024
A.
				A registration statement not complying with the requirements of this section
				may be denied registration by the director.
B. The issuer's prospectus shall disclose in
				a tabular form for both the minimum and maximum amounts proposed, if
				applicable, the percentages and dollar amounts of the following:
(1) the estimated cash proceeds to be
				received by the issuer from the offering;
(2) the purposes for which the proceeds are
				to be used by the issuer;
(3) the
				amount to be used for each purpose; and
(4) the order or priority in which the
				proceeds will be used for the purposes stated.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.16 - UNEQUAL VOTING RIGHTS

Current through Register Vol. 35, No. 13, July 16, 2024
The offer and sale of securities that have less-than-equal
				  voting rights may be deemed to be inconsistent with public investor protection
				  and against public policy by the director unless:
A. the securities are given preferential
				treatment as to dividends and liquidation or the less than equal voting rights
				are justified to the satisfaction of the director; and
B. the terms of the voting rights are
				prominently disclosed on the cover page of the issuer's offering circular or
				prospectus.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.17 - UNSOUND FINANCIAL CONDITION

Current through Register Vol. 35, No. 13, July 16, 2024
A.
				An issuer shall be deemed to be in unsound financial condition if the financial
				statements contain:
(1) a footnote to the
				financial statements or an explanatory paragraph in the independent auditor's
				report regarding the issuer's ability to continue as a going concern;
				and
(2) at least one of the
				following, or a similar fact:
(a) an
				accumulated deficit;
(b) negative
				shareholder equity;
(c) an
				inability to satisfy current obligations as they come due; or
(d) negative cash flow (or revenues not being
				generated by operations).
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.18 - PREFERRED STOCK

Current through Register Vol. 35, No. 13, July 16, 2024
A. A public
				offering of preferred stock may be disallowed by the director if the issuer's
				adjusted net earnings for the last fiscal year or its average adjusted net
				earnings for the last three fiscal years prior to the public offering were
				insufficient to pay its fixed charges and preferred stock dividends, whether or
				not accrued, and to meet the redemption requirements, if applicable, of the
				preferred stock being offered.
B.
				As an alternative to Subsection A of this section, the director may choose to
				apply a cash analysis. The director may consider the statement of cash flows if
				the statement demonstrates that the issuer has had positive "net cash provided
				by operating activities" for its last fiscal year. The director may request
				that the issuer submit a financial statement demonstrating an average positive
				"net cash provided by operating activities" for the last three fiscal years
				prior to the public offering. In either instance there must be sufficient cash
				to cover the preferred stock dividend whether or not declared.
C. Subsections A and B of this section shall
				not apply to public offerings of convertible preferred stock that are superior
				in right to payment of dividends, interest and liquidation proceeds to any
				convertible debt and preferred stock that are or may be legally or
				beneficially, directly or indirectly, owned by promoters. The risks of failure
				to declare or pay dividends and the equity characteristics of the convertible
				preferred stock must be disclosed in the offering prospectus. An offering of
				such securities may be reviewed using guidelines for equity
				offerings.
D. If the issuer's net
				earnings are subject to cyclical fluctuations or if the director deems it
				necessary for investor protection, the director may require that the issuer
				establish redemption requirements.
E. A public offering of equity securities may
				be disallowed by the director if the issuer's articles of incorporation
				authorize its board of directors to issue preferred stock in the future without
				a vote of the common shareholders unless:
(1)
				the issuer represents in its prospectus or offering document that it will not
				offer preferred stock to promoters except on the same terms as it is offered to
				all other existing shareholders or to new shareholders; or
(2) the issuance of preferred stock is
				approved by a majority of the issuer's independent directors who do not have an
				interest in the transaction and who have access, at the issuer's expense, to
				issuer's or independent legal counsel.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 9 - STANDARDS APPLICABLE TO REGISTERED OFFERINGS › Section 12.11.9.19 - DEBT SECURITIES

Current through Register Vol. 35, No. 13, July 16, 2024
A. The
				following definitions shall apply to this section.
(1) "
Adjusted cash flow
" is the
				issuer's cash flow adjusted on a pro forma basis to reflect:
(a) the elimination of interest and fees on
				debt or debt securities and of cash dividends on preferred stock that are to be
				retired with the proceeds derived from the offering;
(b) the effect of any acquisitions or capital
				expenditures that were made by the issuer after its last fiscal year, or which
				are proposed or required for the current fiscal year, which materially affect
				the issuer's cash flow;
(c) the
				effect of interest and fees on debt or debt securities or cash dividends paid
				after the issuer's last fiscal year;
(d) the effect of any interest and fees or
				debt securities and of cash dividends on preferred stock or common stock that
				were issued during the issuer's last fiscal year, as if such debt, debt
				securities, preferred stock or common stock had been outstanding for the entire
				fiscal year;
(e) the effect of
				imputed or deferred charges of zero coupon debt or debt securities for the
				issuer's last fiscal year and any additional charges on such debt or debt
				securities issued after the issuer's last fiscal year;
(f) except as provided in Subsection C of
				this section, the effect of accrued dividends on preferred stock for the
				issuer's last fiscal year and any additional dividends on such preferred stock
				issued after the issuer's last fiscal year; and
(g) the effect of any other material changes
				to the issuer's future cash flow.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.2 - SCOPE

Current through Register Vol. 35, No. 13, July 16, 2024
All persons, whether natural or legal entities, that transact
				  business in the state of New Mexico as a broker-dealer, an investment adviser,
				  or an issuer of securities, and their representatives and
				  agents.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.3 - STATUTORY AUTHORITY

Current through Register Vol. 35, No. 13, July 16, 2024
Section
				  58-13C-605
				  A NMSA 1978 authorizes the director to adopt, amend and repeal rules necessary
				  or appropriate to carry out the provisions of the New Mexico Uniform Securities
				  Act, Sections
				  58-13C-101
				  to 701 NMSA 1978, hereinafter referred to in this Chapter 11 as the "New Mexico
				  Uniform Securities Act".
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.5 - EFFECTIVE DATE

Current through Register Vol. 35, No. 13, July 16, 2024
January 1, 2010, unless a later date is cited at the end of a
				  section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.6 - OBJECTIVE

Current through Register Vol. 35, No. 13, July 16, 2024
To implement new rules and revise existing rules to better
				  reflect the realities of current financial, commercial and regulatory
				  principles and practices affecting the securities markets.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.8 - QUALIFICATIONS FOR USE OF SCOR

Current through Register Vol. 35, No. 13, July 16, 2024
SCOR is intended to allow small companies to conduct limited
				  offerings of securities. The requirements contained in this subpart shall apply
				  to registrations that utilize form U-7 for registration and are exempt from
				  federal registration under Rule 504 of Regulation D or that utilize model A of
				  form 1-A for offerings that are exempt under Regulation A of the Securities Act
				  of 1933.
A. The issuer must be a
				corporation or centrally managed limited liability company organized under the
				laws of the United States or Canada, or any state, province, or territory or
				possession thereof, or the District of Columbia and have its principal place of
				business in one of the foregoing jurisdictions.
B. The securities may be offered and sold
				only on behalf of the company. Form U-7 may not be used by any selling security
				holder (including purchasing underwriters in a firm commitment underwriting) to
				register his securities for resale.
C. The offering price for common stock (and
				the exercise price, if the securities offered are options, warrants or rights
				for common stock; or the conversion price if the securities are convertible
				into common stock) or membership interest in a limited liability company or
				limited liability partnership must be equal to or greater than $1.00 per share
				or unit of interest.
D. By filing
				for SCOR registration in this state, the registrant agrees with the director
				that the registrant will not split its common stock, or declare a stock
				dividend, for two years after the effectiveness of the registration if such
				action has the effect of lowering the price below $1.00.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.9 - INELIGIBLE ISSUERS

Current through Register Vol. 35, No. 13, July 16, 2024
The following issuers are ineligible to use SCOR:
A. investment companies subject to the
				Investment Company Act of 1940;
B.
				companies subject to the reporting requirements of Section 13 or 15(d) of the
				Securities Exchange Act of 1934;
C.
				companies engaged in or which propose to engage in petroleum exploration and
				production, mining, or other extractive industries;
D. development stage companies that either
				have no specific business plan or purpose or have indicated that their business
				plan is to engage in a merger or acquisition with an identified company or
				companies or other entity or person;
E. holding companies or companies whose
				principal purpose is owning stock in, or supervising the management of, other
				companies; and
F.
issuers
				disqualified under 12.11.10.21 NMAC.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.10 - REGISTRATION

Current through Register Vol. 35, No. 13, July 16, 2024
A. A corporation
				issuing securities that are exempt from registration with the SEC under Rule
				504 of Regulation D of the Securities Act of 1933 shall use registration form
				U-7, small company offering registration form, when registering such securities
				in this state.
B. Use of SCOR is
				available to any offering of securities by a company relying upon an exemption
				from registration pursuant to Regulation A or Rule 504 of Regulation D of the
				Securities Act of 1933. The aggregate offering under Regulation A, within and
				outside this state, shall not exceed $5,000,000. The aggregate offering under
				Rule 504, within and outside this state, shall not exceed $1,000,000, less the
				aggregate offering price of all securities sold within the previous twelve
				months in reliance on Rule 504.
C.
				Any reference in this rule to form U-7 means the small company offering
				registration form (form U-7) as adopted by NASAA, on April 29, 1989, as
				amended, which is incorporated herein by reference. Copies of form U-7 are
				available from the division and from NASAA.
D. Securities issued under this Part 10 shall
				be registered by qualification under Section
				58-13B-23.