reglab/statecodes huggingface dataset:
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.11 - APPLICATION

Current through Register Vol. 35, No. 13, July 16, 2024
A. In addition to
				filing a properly completed and signed form U-7 or model A of form 1-A, a
				company must file with the director an executed form U-1, uniform application
				to register securities, and a signed original form U-2, consent to service of
				process. References in form U-1 to SEC registration and effectiveness and
				questions 6 and 8(a) of form U-1 should be disregarded. Form U-1 should set
				forth the amount of securities being registered in this state. Once
				registration is effective in this state, the effective date should be noted at
				the bottom of the cover page of the form U-7 or model A of form 1-A. Any
				changed or revised disclosure document must also be signed. A company that
				intends to conduct a SCOR offering in two or more states should contact the
				states to determine if the offering can be filed for regional review. In filing
				for regional review, the company will, in most cases, confer with a lead state
				that will coordinate the review and comments of all states in which the
				offering is to be made. Upon completion, the offering will become effective in
				all these states.
B. A response
				shall be provided to each question in each paragraph of form U-7 or model A of
				form 1-A. If the question or series of questions is inapplicable, so indicate.
				Each answer should be clearly and concisely stated in the space provided;
				however, notwithstanding the specificity of the questions, responses should not
				involve nominal, immaterial or insignificant information. If the provided space
				is insufficient, additional space should be created by adding more lines. No
				cover other than that provided in these forms may be used.
C. The disclosure document on form U-7 or
				model A of form 1-A constitutes the offering circular or prospectus and either
				of these forms, once filled out, filed and declared effective, may be
				reproduced by the company by copy machine or otherwise for dissemination to
				potential investors. Care should be taken to assure that whichever form is
				used, if reproduced, is accurate, readable, and complete. Small size type,
				script or italic style type should not be used.
D. There must be submitted to the director an
				opinion of an attorney licensed to practice in a state or territory of the
				United States that the securities to be sold in the offering have been duly
				authorized and, when issued upon payment of the offering price, will be legally
				and validly issued, fully paid and nonassessable and binding on the company in
				accordance with their terms.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.12 - EXHIBITS

Current through Register Vol. 35, No. 13, July 16, 2024
In addition to filing a properly completed form U-7,
				  applicants for SCOR registration shall file, to the extent applicable, the
				  following documents with the director:
A. form of selling agency
				agreement;
B. the issuer's articles
				of incorporation or other charter documents and all amendments
				thereto;
C. the issuer's bylaws, as
				amended to date;
D. copy of any
				resolutions by directors setting forth terms and provisions of capital stock to
				be issued;
E. any indenture, form
				of note or other contractual provision containing terms of notes or other debt,
				or of options, warrants, or rights to be offered;
F. specimen of security to be offered
				(including any legend restricting resale);
G. form U-2, uniform consent to service of
				process, accompanied by an appropriate form U-2A, uniform corporate
				resolution;
H. copy of all
				advertising or other materials directed to or to be furnished investors in the
				offering;
I. form of escrow
				agreement for escrow of proceeds;
J. consent to inclusion in disclosure
				document of accountant's report;
K.
				consent to inclusion in disclosure document of tax advisor's opinion or
				description of tax consequences;
L.
				consent to inclusion in disclosure document of any evaluation of litigation or
				administrative action by counsel;
M. form of any subscription agreement for the
				purchase of securities in this offering;
N. schedule of residential addresses of
				officers, directors, principal stockholders, and limited liability company and
				limited liability partnership members; and
O. work sheets showing computations of
				responses to questions 33, 36(a), 40(a), 41, 68(a) and 68(b) of form
				U-7.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.13 - REGISTRATION FEE

Current through Register Vol. 35, No. 13, July 16, 2024
An application for registration under this regulation shall
				  be accompanied by a non-refundable fee as provided in Section
				  58-13C-305
				  B. Checks shall be made payable to the New Mexico securities
				  division.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.15 - DELIVERY OF DISCLOSURE DOCUMENT

Current through Register Vol. 35, No. 13, July 16, 2024
The disclosure document and any supplements thereto must be
				  delivered to each investor before the earliest of any of the following events:
(a) any order is accepted;
(b) any subscription agreement is signed; or
(c) any part of the purchase price
				is received. The foregoing information shall not be delivered to any investor
				prior to the effective date of the registration.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.16 - REPORTING

Current through Register Vol. 35, No. 13, July 16, 2024
A. Within 30 days
				after the expiration date of the registration, the completion of the offering,
				or the termination of the offering, whichever occurs first, the issuer shall
				deliver to the director a report setting forth the application of proceeds, the
				total number of purchasers, the number of purchasers residing in this state,
				the total dollar amount sold, the dollar amount sold to residents of this state
				and any other information the director, in his discretion, may require.
				Annually thereafter, the issuer shall file reports with the director setting
				forth, in reasonable detail, the application of the offering proceeds until all
				proceeds are expended.
B. The
				director has discretion to require that additional information be provided and
				may specify the forms necessary to fulfill the reporting requirements of
				Subsection A of this section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.17 - OTHER REQUIREMENTS

Current through Register Vol. 35, No. 13, July 16, 2024
The following standards apply to registration of SCOR equity
				  securities:
A. 12.11.9.9 NMAC,
				Impoundment of Proceeds; if the proposed business of the company requires a
				minimum amount of proceeds to commence or continue the business in the manner
				proposed, the company shall establish an escrow provided that the escrow agent
				shall be a bank, savings and loan association, or other similar depository
				institution, or an independent escrow agent approved by the director in
				accordance with Subsection H of
				58-13B-24;
B. 12.11.9.10 NMAC, Loans and Other Material
				Affiliated Transactions;
C.
				12.11.9.11 NMAC, Options and Warrants;
D. 12.11.9.12 NMAC, Promoter's Equity
				Investment, provided that the amounts set forth therein may be reduced at the
				discretion of the director for good cause shown;
E. 12.11.9.13 NMAC, Promotional
				Shares;
F. 12.11.9.15 NMAC,
				Underwriting Expenses, Underwriter's Warrants, Selling Expenses and Selling
				Security Holders; and
G. 12.11.9.19
				NMAC, Debt Securities.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.18 - FINANCIAL STATEMENTS

Current through Register Vol. 35, No. 13, July 16, 2024
Financial statements shall be prepared in accordance with
				  either U.S. or Canadian generally accepted accounting principles. If
				  appropriate, a reconciliation note should be provided. If the company has not
				  conducted significant operations, statements of receipts and disbursements
				  shall be included in lieu of statements of income. Interim financial statements
				  may be unaudited. All other financial statements shall be audited by
				  independent certified public accountants; provided, however, that if each of
				  the following four conditions are met, such financial statements, in lieu of
				  being audited, may be reviewed by independent certified public accountants in
				  accordance with the accounting and review service standards promulgated by the
				  American institute of certified public accountants or the Canadian
				  equivalent:
A. the company shall not
				have previously sold securities through an offering involving the general
				solicitation of prospective investors by means of advertising, mass mailings,
				public meetings, "cold call" telephone solicitation, or any other method
				directed toward the public;
B. the
				company has not been previously required under federal, state, provincial or
				territorial securities laws to provide audited financial statements in
				connection with any sale of its securities;
C. the aggregate amount of all previous sales
				of securities by the company (exclusive of debt financing with banks and
				similar commercial lenders) shall not exceed $1,000,000; and
D. the amount of the present offering does
				not exceed $1,000,000.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.19 - SELLING AGENTS

Current through Register Vol. 35, No. 13, July 16, 2024
A. The company
				may engage broker-dealers or issuer representatives to sell the securities.
				Commissions, fees, or other remuneration for soliciting any prospective
				purchaser in this state in connection with this offering may only be paid to
				persons who, if required to be registered, the company reasonably believes are
				appropriately registered in this state.
B. 12.11.2.16 NMAC provides an exemption from
				registration for persons representing a SCOR issuer who do not receive
				compensation for sales.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 10 - SMALL COMPANY OFFERING REGISTRATION (SCOR) › Section 12.11.10.20 - ADVERTISING

Current through Register Vol. 35, No. 13, July 16, 2024
All selling literature or advertisements announcing the
				  offering shall be filed with the director prior to publication or circulation.
				  An announcement containing no more than the following need not be filed with
				  the director:
A. the name of the
				company;
B. characterization of the
				company as indicated on the cover page of the disclosure document;
C. address and telephone number of the
				company;
D. a brief indication in
				ten words or less of the company's business or proposed business;
E. the number and type of securities offered
				and the offering price per security;
F. the name, address, and telephone number of
				any selling agent authorized to sell the securities;
G. a statement that the announcement does not
				constitute an offer to sell or solicitation of an offer to purchase and that
				any such offer must be made by official disclosure document;
H. how a copy of the disclosure document may
				be obtained;
I. the company's logo;
				and
J. clip and return coupons,
				requesting a copy of the disclosure document, used in printed
				announcements.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 11 - EXEMPT SECURITIES › Section 12.11.11.2 - 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 11 - EXEMPT SECURITIES › Section 12.11.11.3 - 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 11 - EXEMPT SECURITIES › Section 12.11.11.6 - 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 11 - EXEMPT SECURITIES › Section 12.11.11.8 - NEW MEXICO MUNICIPAL AND INDUSTRIAL REVENUE BONDS NOT FEDERAL COVERED

Current through Register Vol. 35, No. 13, July 16, 2024
Municipal securities exempt under Section 3(a)(2) of the
				  Securities Act of 1933 are covered securities under Section 18(b)(4)(C) of that
				  act, except offers and sales of such securities in states in which issuers of
				  such municipal securities are located. New Mexico municipal and other
				  industrial revenue bonds that are not covered securities may still qualify for
				  the exemption from registration pursuant to Section
				  58-13C-201 A of
				  the New Mexico Uniform Securities Act and no filing notice or filling fee shall
				  be due except that if the requirements of Section
				  58-13C-201 A
				  are not met, such securities shall be registered pursuant to Section
				  58-13C-301
				  of the New Mexico Uniform Securities Act.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 11 - EXEMPT SECURITIES › Section 12.11.11.9 - EXCHANGE LISTED EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
A. The
				following are additional securities markets designated by the director pursuant
				to Section
				58-13C-201 F:
(1) Chicago stock exchange (tier I only);
				and
(2) Pacific stock exchange
				(tiers I and II only).
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.2 - 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 12 - EXEMPT TRANSACTIONS › Section 12.11.12.3 - 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 12 - EXEMPT TRANSACTIONS › Section 12.11.12.6 - 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 12 - EXEMPT TRANSACTIONS › Section 12.11.12.8 - SECTION 58-13C-202A - ISOLATED NON-ISSUER TRANSACTIONS

Current through Register Vol. 35, No. 13, July 16, 2024
A. An "isolated non-issuer transaction"
				pursuant to Section
				58-13C-202 A
				shall mean an offer or sale of a security that meets both of the following
				conditions:
(1) no 12-month period in which
				the date of the sale can be included contains more than three sales of the
				security in New Mexico by the seller or affiliates, and
(2) no person offers or sells the security by
				means of a general solicitation, except as permitted under Subsection C of this
				section.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.9 - SECTION 58-13C-202B(4) - MANUAL OR ELECTRONICALLY AVAILABLE INFORMATION EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
A. For
				purposes of the registration exemption in Section
				58-13C-202 B,
				any Standard & Poor's, Mergent or Fitch securities manual that contains, in
				whatever format, the information specified in Section 58.202B4(a) to (d) is
				designated as a "nationally recognized securities manual" under Section
				58-202B(4)(a) to (d).
B. All
				information provided pursuant to Section 58-202B4(a) to (d) must be current.
				The time for determining whether the entries are current is at the date of the
				particular sale, not the date the manual listings are published. If a manual
				listing is not continually updated, the exemption would not be available once
				the published balance sheet becomes more than 18 months old or the list of
				officers and directors is not reasonably current.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.10 - SECTION 58-13C-202K-TRANSACTIONS IN SECURED DEBT INSTRUMENTS

Current through Register Vol. 35, No. 13, July 16, 2024
A. The exemption
				provided in Section
				58-13C-202 K
				is not available for any transaction in which the evidence of indebtedness,
				regardless of form, is offered or sold to more than one investor. Transactions
				fractionalizing, serializing, or forming partnerships, corporations, or other
				associations solely for the purpose of acquiring evidence of indebtedness will
				not qualify for the exemption.
B.
				For purposes of Subsection A of this section:
(1) a husband, wife and minor children of
				either spouse, or any two or more of them, residing in the same household shall
				count as one investor; and
(2) a
				limited partnership, limited liability company, trust, corporation or limited
				liability partnership shall count as one investor if it was not formed for the
				purpose of investing or trading in the securities of the issuer claiming this
				exemption and such entity has substantial other business or investments; an
				industrial revenue bond that is sold to an affiliate of the entity on whose
				behalf the bond was issued shall count as one investor provided that such
				affiliate is wholly owned, directly or indirectly, by the entity on whose
				behalf the bond was issued or its parent company.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.11 - SECTION 58-13C-202X - SMALL OFFERINGS BY ISSUERS WITH LOCAL OPERATIONS

Current through Register Vol. 35, No. 13, July 16, 2024
A. Pursuant to
				Section
				58-13C-202 X,
				notification must be given on the securities division's form X and filed with
				the division ten business days prior to any offer of securities.
B. No commission, fee or other remuneration
				shall be paid or given, directly or indirectly, to any person for soliciting
				any prospective purchaser in this state unless such person is appropriately
				registered in this state.
C. No
				exemption shall be available under Section
				58-13C-202 X
				for the securities of any issuer if any of the persons described in the
				Securities Act of 1933, Regulation A, Rule 230.262 (a), (b) or (c):
(1) has filed a registration statement which
				is the subject of a currently effective registration stop order entered
				pursuant to any state's securities law within five years prior to the filing of
				the notice required under this exemption;
(2) has been convicted within five years
				prior to the filing of the notice required under this exemption of any felony
				or misdemeanor in connection with the offer, purchase or sale of any security
				or 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 administrative enforcement order or judgment entered by any state's
				securities administrator within five years prior to the filing of the notice
				required under this exemption 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 notice required under this
				exemption;
(4) is subject to any
				state's 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; or
(5) is currently subject to any order,
				judgment, or decree of any court of competent jurisdiction temporarily,
				preliminarily or permanently restraining or enjoining such party from engaging
				in or continuing to engage in any conduct or practice involving fraud or deceit
				in connection with the purchase or sale of any security or involving the making
				of any false filing with any state entered within five years prior to the
				filing of the notice required under this exemption.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.12 - SECTION 58-13C-202Y - LIMITED OFFERING EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
For exemptions provided in Section
				  58-13C-202 Y,
				  a notice filing on the securities division's form Y shall be completed by
				  issuers that are not organized or incorporated in New Mexico to give notice of
				  intent to claim the exemption afforded by Section
				  58-13C-202 Y
				  for offerings of issuers that result in there being no more than 25 security
				  holders. Form 202Y is optional for issuers organized or incorporated in New
				  Mexico. No fee is required for these exemptions.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.13 - SECTION 58-13C-202O - EXISTING SECURITY HOLDERS EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
A. The exemption
				contained in Subsection O of Section
				58-13C-202
				shall only be available for the offer and sale of equity securities where an
				offer is made pro rata to all such security holders of record who are residents
				of this state.
B. As used in
				Subsection O of Section
				58-13C-202:
(1) the term "security holder" shall not
				include persons who are holders of equity securities issued in violation of or
				without compliance with the New Mexico Uniform Securities Act and the rules and
				regulations adopted thereunder; and
(2) the term "standby commission" shall mean
				the commission payable to a broker-dealer registered under the New Mexico
				Uniform Securities Act for its firm commitment to purchase all securities
				offered to existing security holders which are not purchased by such security
				holders.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.14 - SECTION 58-13C-202N - SALES TO TEN OR FEWER PURCHASERS

Current through Register Vol. 35, No. 13, July 16, 2024
A.
Filings
				required
. To claim the exemption provided by Section
				58-13C-202 N,
				a completed form 202N must be filed with the director no less than five
				business days before the first sale of securities in this state.
B.
Counting purchasers and security
				holders
. The following rules apply in counting the number of purchasers
				pursuant to Section
				58-13C-202
				N(1) and the number of beneficial owners pursuant to Section
				58-13C-202
				N(3)(b):
(1) a husband, wife and minor
				children of either spouse, or any two or more of them, residing in the same
				household shall count as one purchaser or beneficial owner; and
(2) a limited partnership, limited liability
				company, trust, corporation or limited liability partnership shall count as one
				purchaser or beneficial owner if it was not formed for the purpose of investing
				or trading in the securities of the issuer claiming this exemption and such
				entity has substantial other business or investments.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.15 - SECTION 58-13C-202U - EMPLOYEE BENEFIT PLANS

Current through Register Vol. 35, No. 13, July 16, 2024
A. For purposes of the exemption provided in
				Section
				58-13C-202 U,
				employee benefit plans that require advance cash contributions from employees
				may be denied the benefit of this exemption where employee money is used to
				purchase securities of the employer or its affiliates unless:
(1) the formula price at which employees may
				purchase shares is calculated at least annually and is not less than 85 percent
				of the fair market value of the stock at the beginning of the one-year purchase
				period or the end of the purchase period, whichever is lower, and shares
				purchased are fully paid for at the end of each period, stock certificates are
				issued and no fractional shares are issued;
(2) the issuer delivers to all participating
				employees copies of the issuer's annual financial statements;
(3) a participating employee has the right to
				withdraw from the plan at any time without penalty;
(4) if there is no adequate public market for
				the issuer's shares, the issuer offers to repurchase the shares at a price
				determined by the same formula pursuant to which the shares were purchased by
				the employee under the issuer's plan, upon the happening of either of the
				following events:
(a) the employee ceases to
				be employed by the issuer (or a subsidiary) and a written request for
				repurchase is received by the issuer within 180 days after termination of
				employment; or
(b) the employee
				experiences severe financial hardship due to illness or death in the immediate
				family, major uninsured casualty loss or other unforeseen events, and delivers
				to the issuer a written irrevocable election to have the issuer repurchase the
				shares, including a statement in reasonable detail as to the nature of the
				employee's financial hardship, and within 20 days the issuer's board of
				directors does not determine that no severe financial hardship
				exists;
(5) all funds
				contributed to the plan for the purchase of shares are protected from claims of
				creditors of the issuer;
(6) any
				withholding from an employee's compensation is limited to not more than ten
				percent of the compensation each pay period;
(7) all shares issued under the plan have
				voting, dividend and liquidation rights; and
(8) if the securities to be purchased under
				the plan are not registered under the Securities Act of 1933, the issuer has a
				satisfactory opinion of counsel as to its exempt status under that
				act.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.16 - SECTION 58-13C-202CC - TRANSACTIONS INVOLVING INTERESTS IN OIL, GAS AND MINING RIGHTS

Current through Register Vol. 35, No. 13, July 16, 2024
A. Sponsors and
				persons selling programs and claiming therefor the exemption provided in
				Section
				58-13C-202 CC
				shall make every reasonable effort to assure that the investment is suitable
				for the persons being offered or sold interests, taking into consideration each
				person's financial situation, investment objectives and business
				acumen.
B. For purposes of
				determining suitability, sponsors and persons offering or selling the
				investment shall ensure that the investors meet one of the following financial
				criteria:
(1) a minimum net worth of $100,000
				(exclusive of home, furnishings and automobiles); or
(2) a minimum net worth of $50,000 (exclusive
				of home, furnishings and automobiles) and an annual income of
				$50,000.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.17 - SECTION 58-13C-203 - TRANSACTIONS INVOLVING SECURITIES OF AN INVESTMENT CLUB

Current through Register Vol. 35, No. 13, July 16, 2024
By authority delegated to the director in Section
				  58-13C-203
				  to promulgate rules, the issuance of securities by an investment club shall be
				  exempt from Section
				  58-13C-301
				  provided that:
A. the membership is
				limited to not more than 75 members and provided that a husband and wife may be
				counted as one member;
B. periodic
				contributions are equal;
C. if a
				licensed or registered broker-dealer or investment adviser or employee of such
				broker-dealer or investment adviser is an organizer or member, such
				relationship is fully disclosed to the director;
D. the management of the funds of the club is
				not in the hands of a licensed or registered broker-dealer or investment
				adviser or employee of such broker-dealer or investment adviser;
E. securities in which the club invests are
				not bought on margin nor is any money borrowed or assets pledged;
F. unanimous consent of the members is
				required for any major investment policy change;
G. no member receives any fee or remuneration
				for services in the operation of the club except for administrative services;
				the members of the board of directors may be given token remuneration for their
				services on the board provided that such remuneration has been approved by
				majority vote of the membership;
H.
				the books of the club shall be open for inspection by members at any reasonable
				time;
I. memberships in the club
				are nontransferable;
J. the
				articles of incorporation or other organizational documents provide that club
				members may withdraw from the club and that, upon such withdrawal, the club
				will pay a pro rata share of the club's net asset value to such member;
				memberships that have been forfeited, repurchased by or otherwise returned to
				the club shall not be subject to resale;
K. the monthly payment by each member is not
				in excess of $50.00 dollars per month; and
L. the initial payment for entry into the
				club does not exceed $250.00 per membership.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.18 - SECTION 58-13C-203 WORLD-CLASS SECURITIES EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
A. In addition to the transactions exempt
				from registration pursuant to Section
				58-13C-202 W,
				pursuant to the authority delegated to the director by Section
				58-13C-202 W
				and Section
				58-13C-203
				of the New Mexico Uniform Securities Act, transactions meeting the following
				criteria are exempted from Sections
				58-13C-301
				and
				58-13C-504:
(1) any transaction by a licensed or
				registered broker-dealer in a security (or an American depositary receipt
				representing such a security) of an issuer domiciled in a foreign country with
				which the United States currently maintains diplomatic relations, of a class
				that has been outstanding in the hands of the public for not less than 180
				days, if at the time of the transaction, either Moody's investor service,
				Moody's international manual or Standard & Poor's corporation records, or
				any other securities manual designated by rule or order of the director,
				contains a description of the issuer's business or operations, the names of the
				issuer's officers and directors or their corporate equivalents in the issuer's
				country of domicile, an audited balance sheet of the issuer as of a date within
				18 months and audited profit and loss statements for each of the issuer's two
				fiscal years immediately preceding that date and all of the following criteria
				are met:
(a) the security is traded on or
				through the facilities of one of the following foreign securities exchanges or
				foreign securities markets, which are hereby designated by the director
				pursuant to Section
				58-13C-202 W:
				Helsinki, Mexico, Oslo, Alberta, Istanbul, Eurobond Market, Amsterdam,
				Australia, Brussels, Frankfurt, Hong Kong, London Stock Exchange, Johannesburg,
				Luxembourg, Milan, Montreal, Paris, Stockholm, Tokyo, Zurich, or such other
				foreign securities exchange or foreign securities market designated by the
				director by rule or order;
(b) the
				issuer of the security, including any predecessor(s), has been in continuous
				operation for at least five years and is a going concern actually engaged in
				business and neither in the organizational stage nor in bankruptcy or
				receivership;
(c) the issuer has
				net tangible assets as reflected in the manual of at least $100,000,000;
				and
(d) the issuer had an average
				annual income after taxes, as reflected in the manual, of at least $10,000,000
				cumulative for the most recent two years of operation with a minimum annual
				income after taxes of $2,000,000 for either of the two years;
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.20 - USE OF ADVERTISEMENT OR PUBLIC SOLICITATION

Current through Register Vol. 35, No. 13, July 16, 2024
No claim of exemption may be made under Subsections A, N, Z,
				  Y or CC of Section
				  58-13C-202
				  for any transaction in which use is made of advertisement or public
				  solicitation.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.21 - CONFIRMATION OF FILING

Current through Register Vol. 35, No. 13, July 16, 2024
Any person filing a claim of exemption may receive
				  confirmation that the claim has been received by the securities division by
				  sending a copy of the claim or letter and a stamped, self-addressed envelope
				  with the original notice or letter to the division. Any person not following
				  the foregoing procedures will not receive a confirmation of receipt of the
				  claim by the division. Confirmation of receipt of the claim by the division
				  does not constitute a determination on the availability or appropriateness of
				  the exemption.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.22 - SECTION 58-13C-203- OFFERS OF SECURITIES ON THE INTERNET

Current through Register Vol. 35, No. 13, July 16, 2024
A. Pursuant to
				Section
				58-13C-203,
				offers made by, or on behalf of, issuers on or through the internet shall be
				exempt from Sections
				58-13C-301
				and
				58-13C-504
				if the following conditions are met:
(1) the
				internet offer indicates, directly or indirectly, that the securities are not
				being offered to residents of this state;
(2) the internet offer is not specifically
				directed to any person in this state by, or on behalf of, the issuer of the
				securities; and
(3) no sales of the
				issuer's securities are made in this state until such time as the securities
				being offered have been registered or an exemption perfected under the
				applicable provisions of the New Mexico Uniform Securities Act and, to the
				extent required, a final prospectus or form U-7 is delivered to New Mexico
				investors prior to such sales.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 12 - EXEMPT TRANSACTIONS › Section 12.11.12.23 - SECTION 58-13C-203- OFFERS AND SALES OF SECURITIES BY EXEMPT CANADIAN BROKER-DEALERS AND AGENTS

Current through Register Vol. 35, No. 13, July 16, 2024
Any offer or sale of a security effected by a Canadian
				  broker-dealer or agent of such broker-dealer exempted from registration
				  pursuant to
				  12.11.2.17
				  NMAC is exempted from the securities registration requirements of Section
				  58-13C-301
				  and the filing requirements of Section
				  58-13C-504
				  provided that such offer or sale meets the requirements in Subsection D of
				  12.11.2.17
				  NMAC.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.2 - 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 or agents.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.3 - 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 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.5 - 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 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.6 - 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 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.8 - UNIFORM LIMITED OFFERING EXEMPTION

Current through Register Vol. 35, No. 13, July 16, 2024
By authority delegated to the director in Section
				  58-13C-203,
				  any offer or sale of securities is exempt from the registration provisions of
				  the New Mexico Uniform Securities Act if such securities are offered or sold in
				  compliance with the Securities Act of 1933, Regulation D. Rules 230.501 to
				  230.503, 230.505, 230.507 and 230.508 and the conditions and limitations set
				  forth in this section.
A. No
				commission, fee or other remuneration shall be paid or given, directly or
				indirectly, to any person for soliciting any prospective purchaser in this
				state unless such person is appropriately registered in this state.
B. No exemption under this rule shall be
				available for the securities of any issuer if any of the parties described in
				the Securities Act of 1933, Regulation A, Rule 230.262, sections (a), (b), or
				(c):
(1) has filed a registration statement
				which is the subject of a currently effective registration stop order entered
				pursuant to any state's securities law within five years prior to the filing of
				the notice required under this exemption;
(2) has been convicted within five years
				prior to the filing of the notice required under this exemption of any felony
				or misdemeanor in connection with the offer, purchase or sale of any security
				or 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 administrative enforcement order or judgment entered by that state's
				securities administrator within five years prior to the filing of the notice
				required under this exemption 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 notice required under this
				exemption;
(4) is subject to any
				state's 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; or
(5) is currently subject to any order,
				judgment, or decree of any court of competent jurisdiction temporarily,
				preliminarily or permanently restraining or enjoining such party from engaging
				in or continuing to engage in any conduct or practice involving fraud or deceit
				in connection with the purchase or sale of any security or involving the making
				of any false filing with any state entered within five years prior to the
				filing of the notice required under this exemption.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.9 - NOTICE

Current through Register Vol. 35, No. 13, July 16, 2024
A. The issuer shall
				file with the director a notice on form D (
				17
				C.F.R. 239.500 ):
(1) five days prior to making any offer in
				this state and at such other times and in the form required under Regulation D,
				Rule 230.503 of the Securities Act of 1933 to be filed with the SEC;
(2) including with or in the notice a consent
				to service of process, unless otherwise available; and
(3) a filing fee of $350.00.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.10 - SUITABILITY

Current through Register Vol. 35, No. 13, July 16, 2024
The exemption provided for in this section is available for
				  sales to non-accredited investors in this state provided that the issuer, and
				  any person acting on the issuer's behalf, after having made reasonable inquiry,
				  reasonably believes that one of the following conditions is satisfied:
A. the investment is suitable for the
				purchaser upon the basis of the facts, if any, disclosed by the purchaser as to
				his other security holdings and as to his financial situation and needs; for
				the purpose of this condition only, it may be presumed that, if the investment
				does not exceed ten percent of the investor's net worth, it is suitable;
				or
B. the purchaser either alone or
				with the purchaser's representative(s) has such knowledge and experience in
				financial and business matters that the purchaser is capable of evaluating the
				merits and risks of the prospective investment.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.11 - ADEQUATE DISCLOSURE

Current through Register Vol. 35, No. 13, July 16, 2024
Nothing in this exemption is intended to or should be
				  construed as in any way relieving issuers or persons acting on behalf of
				  issuers from providing disclosure to prospective investors adequate to satisfy
				  Section
				  58-13C-501 of
				  the New Mexico Uniform Securities Act.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.12 - EXEMPTION NOT AVAILABLE

Current through Register Vol. 35, No. 13, July 16, 2024
In view of the objective of this rule and the purposes and
				  policies underlying the New Mexico Uniform Securities Act, the exemption is not
				  available to any issuer with respect to any transaction which, although in
				  technical compliance with this rule, is part of a plan or scheme to evade
				  registration or the conditions or limitations explicitly stated in this
				  rule.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.13 - KNOW-YOUR-CUSTOMER STANDARDS

Current through Register Vol. 35, No. 13, July 16, 2024
Nothing in this rule is intended to relieve registered
				  broker-dealers or agents from the due diligence, suitability, or
				  know-your-customer standards or any other requirements of law otherwise
				  applicable to such registered persons.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.14 - EXEMPTION AVAILABLE ONLY TO ISSUERS

Current through Register Vol. 35, No. 13, July 16, 2024
The exemption provided by 12.11.13 NMAC is available only to
				  the issuer of the securities and not to any affiliate of that issuer or to any
				  other person from resales of the issuer's securities. 12.11.13 NMAC provides an
				  exemption only for the transactions in which the securities are offered or sold
				  by the issuer, not for the securities themselves.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.15 - AVAILABILITY OF OTHER EXEMPTIONS

Current through Register Vol. 35, No. 13, July 16, 2024
Transactions that are exempt under this rule may not be
				  combined with offers and sales exempt under any other rule or section of the
				  New Mexico Uniform Securities Act. However, nothing in this limitation shall
				  act as an election. Should for any reason, the offer and sale fail to comply
				  with all of the conditions for this exemption, the issuer may claim the
				  availability of any other applicable exemption.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.16 - DIRECTOR'S DISCRETION

Current through Register Vol. 35, No. 13, July 16, 2024
The director may, by rule or order, increase the number of
				  purchasers or waive any other conditions of this exemption.
New Mexico Administrative Code › Title 12 - TRADE, COMMERCE AND BANKING › Chapter 11 - SECURITIES › Part 13 - UNIFORM LIMITED OFFERING EXEMPTION › Section 12.11.13.17 - CITATION

Current through Register Vol. 35, No. 13, July 16, 2024
The exemption authorized by 12.11.13 NMAC shall be known and
				  may be cited as the "Uniform Limited Offering Exemption".