Ohio Administrative Code › Title 1301:6 - Division of Securities › Chapter 1301:6-3 - Registration of Securities; Licensing › Section 1301:6-3-02 - Exempt securities

Current through all regulations passed and filed through July 1, 2024
(A) For purposes of division (E) of section
			 1707.02 of the Revised Code, the
			 division finds that securities listed on the
			  national securities exchanges, or
			 segments or tiers thereof, as identified by rule 146
			 under the Securities Act of 1933,
			 15
			 U.S.C.A. 77a
								
								 shall be deemed exempt
			 securities.
(B) The designation of securities in
			 paragraphs (A) of
			 this rule as exempt securities is conditioned on such exchanges' listing
			 standards, or segments or tiers thereof, continuing to be substantially similar
			 to those exchanges identified in section 18(b)(1) of
			 the Securities Act of 1933.
(C) Securities not deemed "payable out of the
			 proceeds of a general tax." A security is not deemed "payable out of the
			 proceeds of a general tax" unless at the time of issuance, machinery has been
			 set up for the servicing of the security out of the proceeds of a general tax
			 in the event that revenues collected or administered by the issuer and
			 allocated to the payment thereof prove to be insufficient. It is not sufficient
			 for this purpose that the full faith and credit of a state is pledged to the
			 payment of a security if it will be necessary, on the failure of specified
			 revenues to meet security charges, to obtain legislative action which would
			 make the security in question payable out of the proceeds of a general
			 tax.
(D) Commercial paper and
			 promissory notes; sale to the public.
(1)
			 Pursuant to division (G) of section
			 1707.02 of the Revised Code,
			 commercial paper and promissory notes are not offered for sale directly or
			 indirectly to the public where their sale is restricted to:
(a) Sales to officers or directors of the
			 issuer, of the parent corporation of the issuer, or of a corporate general
			 partner of the issuer;
(b) Sales to
			 general partners of the issuer;
(c)
			 Sales to persons who directly or indirectly control the management and policies
			 of the issuer by ownership of voting securities, by contract, or otherwise;
			 or
(d) Sales by the issuer of the
			 security to not more than ten persons in this state during any twelve month
			 period, provided that:
(i) The issuer
			 reasonably believes after reasonable investigation that the person is
			 purchasing for investment;
(ii) No
			 advertisement, article, notice, or other communication shall be published or
			 broadcast or caused to be published or broadcast by the issuer in connection
			 with the sale other than an offering circular or other communication delivered
			 by the issuer to selected individuals;
(iii) The aggregate commission, discount, and
			 other remuneration paid or given directly or indirectly for sale of the
			 commercial paper and promissory notes of the issuer, excluding legal,
			 accounting and printing costs, does not exceed ten percent of the initial
			 offering price of the commercial paper and promissory notes; and
(iv) Any commission, discount, or other
			 remuneration for sales of commercial paper and promissory notes in reliance on
			 this exemption in this state is paid or given only to dealers or salesmen
			 licensed pursuant to Chapter 1707. of the Revised Code; and
(e) For the purpose of determining
			 compliance with paragraph (D)(1)(d) of this rule, a husband and wife, a child
			 and its parent or guardian when the parent or guardian holds the security for
			 the benefit of the child, a partnership, association or other unincorporated
			 entity, or a trust not formed for the purpose of purchasing the security shall
			 be deemed to be a single purchaser.
(f) For the purpose of determining compliance
			 with paragraph (D)(1)(d) of this rule, sales of commercial paper and promissory
			 notes registered or sold pursuant to an exemption under section
			 1707.01 to
			 1707.45 of the Revised Code
			 other than division (G) of section
			 1707.02 of the Revised Code or
			 sold pursuant to paragraph (D)(1)(a), (D)(1)(b) or (D)(1)(c) of this rule shall
			 not be integrated with sales made pursuant to paragraph (D)(1)(d) of this
			 rule.