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The Vermont Statutes Online



Title

09

:
Commerce and Trade






Chapter

150

:
SECURITIES ACT






Subchapter

004
:
BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS










 

§

5402. Agent registration requirement and exemptions

(a) It is

unlawful for an individual to transact business in this State as an agent

unless the individual is registered under this chapter as an agent or is exempt

from registration as an agent under subsection (b) of this section.

(b) The

following individuals are exempt from the registration requirement of

subsection (a) of this section:

(1) an

individual who represents a broker-dealer in effecting transactions in this

State limited to those described in 15 U.S.C. § 78(o)(2);

(2) an

individual who represents a broker-dealer that is exempt under subsection

5401(b) or (d) of this chapter;

(3) an

individual who represents an issuer with respect to an offer or sale of the

issuer's own securities or those of the issuer's parent or any of the issuer's

subsidiaries, and who is not compensated in connection with the individual's

participation by the payment of commissions or other remuneration based,

directly or indirectly, on transactions in those securities;

(4) an

individual who represents an issuer and who effects transactions in the

issuer's securities exempted by section 5202 of this chapter, other than

subdivisions 5202(11) and (14);

(5) an

individual who represents an issuer that effects transactions solely in federal

covered securities of the issuer, but an individual who effects transactions in

a federal covered security under 15 U.S.C. § 77r(b)(3) or (4)(D) is not exempt

if the individual is compensated in connection with the agent's participation

by the payment of commissions or other remuneration based, directly or

indirectly, on transactions in those securities;

(6) an

individual who represents a broker-dealer registered in this State under

subsection 5401(a) of this chapter or exempt from registration under subsection

5401(b) of this chapter in the offer and sale of securities for an account of a

nonaffiliated federal covered investment adviser with investments under

management in excess of $100,000,000.00 acting for the account of others

pursuant to discretionary authority in a signed record;

(7) an

individual who represents an issuer in connection with the purchase of the

issuer's own securities;

(8) an

individual who represents an issuer and who restricts participation to

performing clerical or ministerial acts; or

(9) any other

individual exempted by rule adopted or order issued under this chapter.

(c) The

registration of an agent is effective only while the agent is employed by or

associated with a broker-dealer registered under this chapter or an issuer that

is offering, selling, or purchasing its securities in this State.

(d) It is

unlawful for a broker-dealer, or an issuer engaged in offering, selling, or

purchasing securities in this State, to employ or associate with an agent who

transacts business in this State on behalf of broker-dealers or issuers unless

the agent is registered under subsection (a) of this section or exempt from

registration under subsection (b) of this section.

(e) An

individual may not act as an agent for more than one broker-dealer or one

issuer at a time, unless the broker-dealer or the issuer for which the agent

acts is affiliated by direct or indirect common control or is authorized by

rule or order under this chapter. (Added 2005, No. 11, § 1, eff. July 1, 2006.)