Ariz. Admin. Code § 14-4-104

Current through Register Vol. 30, No. 45, November 8, 2024

Section R14-4-104 - Registration Required of Dealers and Salesmen otherwise Exempt under A.R.S. Sections 44-1843 and 44-1844

Notwithstanding A.R.S. §§ 44-1843 and 44-1844, a dealer or salesman shall register under A.R.S. Title 44, Chapter 12, Article 9 before engaging in transactions in any of the following:

1. Securities exempt from registration under A.R.S. § 44-1843(A)(1), except a dealer or salesman shall not be required to register before engaging in transactions in securities issued or guaranteed by the United States.

2. Securities exempt from registration under A.R.S. § 44-1843(A)(7). However, a dealer or salesman shall not be required to register before engaging in transactions directed to existing securities holders, to employees of the issuer, or to employees of a wholly owned subsidiary of the issuer if the subsidiary was not created to avoid the registration provisions of the Securities Act, and in which either of the following apply:

a. The offering is made by the issuer.

b. The offering is made by a dealer or salesman acting without compensation, other than a reasonable standby charge authorized under the distribution agreement concerning any remaining balance of the offering not purchased or subscribed by existing securities holders or employees of the issuer or its wholly owned subsidiary.

3. Securities exempt from registration under A.R.S. § 44-1843(A)(9).

4. Securities transactions exempt from registration under A.R.S. § 44-1844(A)(1), R14-4-126(E), or R14-4-126(F) if the dealer or salesman is engaged principally and primarily in the business of making a series of private offerings. For the purposes of this Section, "series" means in excess of four private offerings within, from, or outside Arizona in any consecutive 12-month period.

5. Securities transactions exempt from registration under A.R.S. § 44-1844(A)(4) if the dealer or salesman receives compensation or engages or offers to engage in repeated or successive transactions of a similar character. "Repeated or successive transactions of similar character" include transactions that occur sufficiently close in time to reasonably indicate continuity or association, whether the transactions are made on behalf of one or more securities owners, and whether the securities are of the same or different issuers.

6. Securities transactions exempt from registration under A.R.S. § 44-1844(A)(11).

7. Securities transactions exempt from registration under A.R.S. § 44-1844(A)(18).

Ariz. Admin. Code § R14-4-104

Former Order S-4; Amended effective August 20, 1976 (Supp. 76-4). Amended effective June 15, 1978. Amended as an emergency pursuant to A.R.S. § 41-1003, valid for only 90 days, to postpone effective date until July 17, 1978 (Supp. 78-3). Amended effective July 14, 1978 to postpone effective date until November 1, 1978 (Supp. 78-4). Amended paragraph (3) effective August 4, 1982 (Supp. 82-4). Amended effective July 18, 1985 (Supp. 85-4). Amended effective May 18, 1990 (Supp. 90-2). Citations to A.R.S. §§ 44-1843 and 44-1844 corrected to refer to subsection (A) (Supp. 00-1). Amended by final rulemaking at 6 A.A.R. 4498, effective November 7, 2000 (Supp. 00-4).