Offer, Sale & Jurisdiction

What counts as an offer or sale, and when it happens 'in' a state.

Uniform Securities Act & Registration Series 65 · Section 4

What is Offer, Sale & Jurisdiction?

A sale is any contract to dispose of a security for value; an offer is any attempt to do so. A gift of assessable stock counts as a sale; a bona fide pledge or loan does not, and neither does a stock dividend for which nothing of value is given. An offer is made in a state when it originates there or is directed to and received there. A bona fide newspaper published outside the state - or published inside it with more than two-thirds of its circulation outside it over the past year - does not make an offer in the state, nor does a radio or TV program originating outside it.

Offer, Sale & Jurisdiction: a worked example

An agent in Ohio phoning a prospect in Florida makes an offer in both states, and must be registered in both.

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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.

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