Md. Code, Corp. & Ass'ns § 11-601

Current with changes from the 2024 Legislative Session

Section 11-601 - Exempt securities

The following securities are exempted from §§ 11-205 and 11-501 of this title:

(1)

(i) Any security, including a revenue obligation, issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporation or other instrumentality of one or more of them; or

(ii) Any certificate of deposit for any of these securities;

(2) Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of the province, any agency, corporate, or other instrumentality of one or more of them, or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by the issuer or guarantor;

(3) Any security issued by and representing an interest in or a debt of, or guaranteed by, any bank organized under the laws of the United States, or any bank, savings institution, or trust company organized and supervised under the laws of any state;

(4) Any security issued by and representing an interest in or a debt of, or guaranteed by any federal savings and loan association, or any building and loan or similar association organized and supervised under the laws of any state and authorized to do business in this State;

(5) Any security issued by and representing an interest in or a debt of, or guaranteed by, any insurance company organized under the laws of any state and authorized to do business in this State;

(6) Any security issued or guaranteed by any federal credit union or any credit union, industrial loan association, or similar association organized and supervised under the laws of this State;

(7) Any security issued or guaranteed by any railroad, other common carrier, public utility, or holding company which is:

(i) A registered holding company under the Public Utility Holding Company Act of 1935 or a subsidiary of such a company within the meaning of that Act;

(ii) Regulated in respect of its rates and charges by a governmental authority of the United States or any state; or

(iii) Regulated in respect of the issuance or guarantee of the security by a governmental authority of the United States, any state, Canada, or any Canadian province;

(8)

(i) Any security listed or approved for listing on notice of issuance on the New York Stock Exchange, the American Stock Exchange, the Philadelphia Stock Exchange, or any other exchange which the Commissioner designates by order to have substantially the same standards for listing as required by these exchanges;

(ii) Any other security of the same issuer which is of senior or substantially equal rank;

(iii) Any security called for by subscription rights or warrants so listed or approved; or

(iv) Any warrant or right to purchase or subscribe to any of these;

(9) Any security issued by any person organized and operated not for private profit but exclusively for religious, educational, benevolent, charitable, fraternal, social, athletic, or reformatory purposes, or as a chamber of commerce, local industrial development corporation, or trade or professional association, if:

(i) Such security is offered and sold as part of an issue having an aggregate offering price not in excess of such amount as the Commissioner by rule or order may prescribe and is offered and sold without payment of any commission or remuneration for soliciting any prospective buyer; or

(ii) 10 days prior to the first sale of such security there is filed with the securities division such notice as the Commissioner may by rule or order prescribe, no offers or sales are made in this State by persons other than a broker-dealer or agent registered in this State, and no commission or remuneration for soliciting any prospective buyer is paid except to a broker-dealer or agent registered in this State;

(10) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions and which evidences an obligation to pay cash within nine months of the date of issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal;

(11) Any investment contract or other security issued in connection with an employee's stock purchase, savings, pension, profit-sharing, stock option, equity compensation, or similar benefit plan if:

(i) No commission or other remuneration is paid in connection with the offering; and

(ii)

1. The plan is qualified under the Internal Revenue Code;

2. The plan complies with Rule 701 under the Securities Act of 1933; or

3. The security is effectively registered under §§ 6 through 8 of the Securities Act of 1933 and is offered and sold in compliance with the provisions of § 5 of the Securities Act of 1933;

(12) Any security traded pursuant to the National Association of Securities Dealers Automated Quotations (NASDAQ) systems for which the Commissioner by rule has determined that registration is not necessary for the protection of investors;

(13) Any option issued by a clearing agency that is both designated by the Commissioner by rule and registered under the Securities Exchange Act of 1934, other than an off-exchange futures contract or substantially similar arrangement, if the security, currency, commodity, or other interest underlying the option:

(i) Is registered under § 11-502, § 11-503, or § 11-504 of this title;

(ii) Is exempt under § 11-601 or § 11-602 of this subtitle; or

(iii) Is not otherwise required to be registered under this title;

(14) A security exempt under § 3(a)(12)(A)(v) of the Securities Exchange Act of 1934, if:

(i) The security is offered and sold as part of an issue having an aggregate offering price not in excess of an amount that the Commissioner may require, by rule, order, or otherwise, and is sold without payment of any commission or remuneration for soliciting a prospective buyer; or

(ii) 10 days prior to the first sale of the security there is filed with the Commissioner notice that the Commissioner may require by rule, order, or otherwise, that no offers or sales are made in this State by persons other than a broker-dealer or agent registered in this State, and no commission or remuneration for soliciting a prospective buyer is paid except to a broker-dealer or agent registered in this State;

(15)

(i) A note, bond, or other evidence of indebtedness issued to the United States or an agency or instrumentality of the United States by a cooperative, as defined in § 5-601 of this article, or by a foreign corporation doing business in the State under Title 5, Subtitle 6 of this article;

(ii) A mortgage, deed of trust, or other instrument executed to secure a note, bond, or other evidence of indebtedness described in item (i) of this item; and

(iii) A membership certificate issued by a cooperative, as defined in § 5-601 of this article, or by a foreign corporation doing business in the State under Title 5, Subtitle 6 of this article;

(16) To the extent the Commissioner by rule or order may permit, any security issued by an entity formed, organized, or existing under the laws of the State if:

(i) The offering of the security is conducted in accordance with § 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933;

(ii) The offer and sale of the security are made only to residents of the State;

(iii) The aggregate price of securities in an offering under this item does not exceed $100,000;

(iv) The total consideration paid by any purchaser of securities in an offering under this item does not exceed $100;

(v) No commission or other remuneration is paid in connection with an offering of securities under this item to any person who is not registered as required under this title;

(vi) Neither the issuer nor any of its related persons is subject to a disqualification as defined by the Commissioner by rule or order; and

(vii) The security is sold in an offering conducted in compliance with any conditions established by rule or order of the Commissioner, which may include:

1. Restrictions on the nature of the issuer;

2. Limitations on the number and manner of offerings;

3. Required disclosures to investors, including risk factors related to the issuer and the offering; and

4. Required filing with the Commissioner of notices and other materials related to the offering; and

(17) Any security as to which the Commissioner by rule or order finds that:

(i) Compliance with §§ 11-205 and 11-501 of this title is not necessary or appropriate for the protection of investors; and

(ii) The exemption is consistent with the public interest and within the purposes fairly intended by the policy and provisions of this title.

Md. Code, CA § 11-601

Amended by 2017 Md. Laws, Ch. 838, Sec. 1, eff. 10/1/2017.

Amended by 2017 Md. Laws, Ch. 837, Sec. 1, eff. 10/1/2017.

Amended by 2014 Md. Laws, Ch. 558, Sec. 1, eff. 10/1/2014.

Amended by 2014 Md. Laws, Ch. 557, Sec. 1, eff. 10/1/2014.