Federal Covered Securities
Securities the states cannot require to register (NSMIA).
What is Federal Covered Securities?
Include securities listed on national exchanges such as the NYSE and Nasdaq, securities of registered investment companies (mutual funds, ETFs, UITs), offerings under Regulation D Rule 506, and securities sold to qualified purchasers. States may require a notice filing and fee for some, but cannot review them on the merits. States keep their antifraud authority.
Federal Covered Securities: a worked example
A Nasdaq-listed stock can be sold in every state without state registration.
More terms in Uniform Securities Act & Registration
Uniform Securities Act (USA)
The model state securities law most states' 'blue sky' statutes are based on.
State Securities Administrator
The official or agency that enforces a state's securities act.
Person (USA Definition)
Anyone who can be held legally responsible - individuals and organizations.
Investment Adviser (USA Definition)
Advises on securities, as a business, for compensation.
Excluded from the Investment Adviser Definition
Banks, incidental professionals, broker-dealers, and publishers are not advisers at all.
Exemptions from State Adviser Registration
An adviser with no office in the state and only institutional or very few clients there.
De Minimis Exemption
No place of business in the state and fewer than 6 clients there in 12 months.
Federal Covered Adviser
An adviser registered with the SEC rather than the states.
All Uniform Securities Act & Registration terms · Full glossary