§ 11-602. Transactions exempted
West's Annotated Code of MarylandCorporations and Associations
MD Code, Corporations and Associations, § 11-602
§ 11-602. Transactions exempted
The following transactions are exempted from §§ 11-205 and 11-501 of this title:
(ii) The security has a fixed maturity or a fixed interest or dividend provision and there has been no default during the current fiscal year or within the three preceding fiscal years, or during the existence of the issuer and any predecessor if less than three years, in the payment of principal, interest, or dividends on the security;
(5) Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage, deed of trust, or agreement for the sale of real estate or chattels, if the entire mortgage, deed of trust, or agreement, together with all the bonds or other evidences of indebtedness secured by it, is offered and sold as a unit;
(8) Any offer or sale to an investment company as defined in the Investment Company Act of 1940,1 an investment adviser with assets under management of not less than $1,000,000, a broker-dealer, bank, trust company, savings and loan association, insurance company, employee benefit plan with assets of not less than $1,000,000, or governmental agency or instrumentality, whether acting for itself or as a trustee or a fiduciary with investment control, or other institutional investor as designated by rule or order of the Commissioner;
(9) To the extent the Commissioner by rule or order permits, any offer or sale in a transaction involving the sale by an issuer to not more than 35 persons, other than those designated in item (8) of this section, in this State during any period of 12 consecutive months, whether or not the seller or any purchaser is then present in this State, if the seller reasonably believes that all the purchasers in this State, other than those designated in item (8) of this section, are purchasing for investment, and if the securities have not been offered to the general public by advertisement or general solicitation but the Commissioner by rule or order, as to any security or transaction or any type of security or transaction, may withdraw or further condition this exemption, increase or decrease the number of purchasers permitted, or waive the condition relating to their investment intent;
(12)(i) Any offer, but not a sale, of a security for which a registration statement has been filed under both this title and the Securities Act of 19332 if a stop order or refusal order is not in effect and a public proceeding or examination looking toward such an order is not pending under either this title or the Securities Act of 1933;
(ii) Any offer, but not a sale, of a security for which a registration statement has been filed under this title if a stop order or refusal order is not in effect and a public proceeding or examination looking toward such an order is not pending, and if the offeror complies with § 11-502(c) or § 11-504(d) of this title;
(ii) The security is not part of an unsold allotment or subscription taken by a participant in a distribution directly or indirectly for the benefit of the issuer or a person who is known or who reasonably should be known to the broker-dealer to be the record or beneficial owner of 10 percent or more of the outstanding voting securities of the issuer; and
(15) To the extent permitted by rule or order of the Commissioner, any offer or sale within this State by an issuer now or hereafter exempted from Section 5 of the Securities Act of 1933 by virtue of a rule or regulation adopted by the United States Securities and Exchange Commission under Section 3(b) or Section 4(2) of that Act; if the issuer files with the Commissioner a notice of intent to claim exemption under this paragraph, at such time or times, in such form, and containing such information as the Commissioner determines;
Credits
Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1980, c. 598; Acts 1981, c. 775; Acts 1988, c. 110, § 1; Acts 1989, c. 533; Acts 1989, c. 805, § 2; Acts 1992, c. 618.
Formerly Art. 32A, § 26.
Footnotes
Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.
May 27, 1933, ch. 38, Title I, 48 Stat. 74, codified at 15 U.S.C.A. § 77a et seq.
MD Code, Corporations and Associations, § 11-602, MD CORP & ASSNS § 11-602
Current through legislation effective through April 9, 2023, from the 2024 Regular Session of the General Assembly. Some statute sections may be more current, see credits for details.
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