North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1200 - EXEMPTIONS › Section 06A .1207 - DISQUALIFICATIONS FROM RELIANCE UPON CERTAIN EXEMPTIONS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) No exemption under
				  G.S.
				  78A-17(17) or any rule
				  promulgated thereunder,
				  G.S.
				  78A-16(9), or any other
				  exemption made by rule subject to the disqualifications of this Rule .1207
				  shall be available for the securities of any issuer if the issuer, any of its
				  directors, executive officers, general partners or beneficial owners of ten
				  percent or more of any class of its equity securities, any of its promoters
				  currently connected with it in any capacity, any affiliates, or any person
				  (other than a dealer or salesman currently registered under
				  G.S.
				  78A-36) who has been or will be paid any
				  commission, discount, finder's fee or similar remuneration or compensation
				  directly or indirectly, for soliciting any prospective purchaser of any
				  security of the issuer offered or sold to residents of this State:
(1) Has filed a registration statement which
				  is the subject of a currently effective stop order entered pursuant to any
				  state's law within five years prior to the filing of the statement required by
				  Rule .1208 of this Section;
(2) Has
				  been convicted within five years prior to the filing of the statement required
				  by Rule .1208 of this Section of any felony or misdemeanor in connection with
				  the offer, purchase or sale of any security or in connection with the making of
				  any false filing with the United States Securities and Exchange Commission or
				  any state securities administrator, or of any felony involving fraud or deceit,
				  including but not limited to, forgery, embezzlement, obtaining money under
				  false pretenses, larceny or conspiracy to defraud;
(3) Is currently subject to any state
				  administrative enforcement order or judgment entered by that state's securities
				  administrator within five years prior to the filing of the statement required
				  by Rule .1208 of this Section or is subject to any state's administrative
				  enforcement order or judgment in which fraud or deceit, including but not
				  limited to making untrue statements of material facts and omitting to state
				  material facts, was found and the order or judgment was entered within five
				  years prior to the filing of the statement required by Rule .1208 of this
				  Section;
(4) Is currently subject
				  to any state administrative enforcement order or judgment which prohibits,
				  denies or revokes the use of any exemption from registration in connection with
				  the offer, purchase or sale of securities entered within five years prior to
				  the filing of the statement required by Rule .1208 of this Section;
(5) Is currently subject to any order,
				  judgement, or decree of any court of competent jurisdiction temporarily or
				  preliminarily restraining or enjoining, or is subject to any order, judgment or
				  decree of any court of competent jurisdiction, entered within five years prior
				  to the filing of the statement required by Rule .1208 of this Section,
				  permanently restraining or enjoining such person from engaging in or continuing
				  any conduct or practice in connection with the offer, purchase or sale of any
				  security or in connection with the making of any false filing with the United
				  States Securities and Exchange Commission or any state securities
				  administrator; or
(6) Is currently
				  subject to a United States Postal Service false representation order entered
				  within five years prior to the filing of the statement required by Rule .1208
				  of this Section;
(7) The
				  prohibitions of Subparagraphs (1), (3) and (4) of this Rule shall not apply if
				  the person subject to the disqualifying order is duly registered or licensed to
				  conduct securities related business in the state in which the administrative
				  order or judgment was entered against such person;
(8) Any disqualification caused by this Rule
				  .1207 is automatically waived if the state which created the basis for
				  disqualification determines upon a showing of good cause that it is not
				  necessary under the circumstances that this exemption or a comparable exemption
				  be denied with regard to the present offering.