Under the Uniform Securities Act, all securities sold in a particular state must be registered in that state, unless they meet one of the following exemptions:

  • Certain issuers - The securities associated with the following issuers are exempt from state registration: government and municipal issuers, issuers regulated under other laws (banks, credit unions, insurance companies, railroads, public utilities), and non-profit organizations such as cooperatives and employer benefit plans.
  • Federal covered security - This includes investment company shares, IPOs and exchange-listed securities.
  • Exempt transactions - These are transactions that do not involve the public, including the following:
  • Fiduciary transactions
  • Unsolicited transactions
  • Real estate transactions secured by a mortgage
  • Isolated non-issuer transactions
  • Transactions between issuers and underwriters
  • Transactions with financial or institutional investors
  • Private placements
  • Sales where no commissions or fees are involved
  • Non-issuer transactions in outstanding securities registered under either the Securities Act of 1934 or the Investment Company Act of 1940

Each of these issues is covered in more detail in the sections below.

Notice Filing
If an issuer deals in federally exempt securities, the person/entity is only required to file the federal forms with the state Administrator. This method is used by established companies who are permitted to use the prospectus filed with the SEC under the Securities Act of 1933 as the filing document for the state. Of course, all fees must be paid.

Notice filing may be referred to on the exam as "registration by filing".

The article "A New Uniform Securities Act" by Richard B. Smith defines notice filing as follows.

"Notice filing under the 2002 Uniform Act is for federal covered securities other than listed securities. This filing consists of a consent to service of process, a filing fee, and (depending on the state securities administrator's requirements) can include copies of material filed with the SEC. The 2002 Uniform Act provides a platform for eventually effectuating one-stop filing, whereby documents filed with the SEC can be electronically filed with states within which offerings are to be made."



Registration by Coordination

Related Articles
  1. Taxes

    How A Company Files With The SEC

    Filing with the SEC is not as complicated as you might thing -- just be meticulous about following the steps.
  2. Investing

    Series 63 Exam State Securities Administrator

    Learn what you need to know about the state securities administrator to pass the Series 63 exam.
  3. Investing

    SEC Filings: Forms You Need To Know

    The forms companies are required to file provide a clear view of their histories and progress.
  4. Investing

    Using Public SEC Filings To Analyze Companies

    Reports from the Securities and Exchange Commission provide investors with an edge in determining the investment value of companies. Learn what to look for in these financial reports.
  5. Personal Finance

    Policing The Securities Market: An Overview Of The SEC

    Find out how this regulatory body protects the rights of investors.
  6. Financial Advisor

    Series 66 Exam Prep: The Uniform Securities Act

    Before you take the series 66, you need to understand the Uniform Securities Act and the Blue Sky Laws.
  7. Taxes

    What To Do If You Filed Your Taxes Late

    What happens if you missed this year's April 17 deadline?
  8. Financial Advisor

    SEC Enforcement Actions Dip Below 2015 Record

    The number of enforcement actions brought by the SEC this year is below the record in 2015.
  9. Taxes

    Late with Your Taxes? Grab IRS Form 4868

    Fill out this form to get a few more months to file your tax return. But remember, April 15 is still the payment due date if you owe taxes.
Frequently Asked Questions
  1. Depreciation Can Shield Taxes, Bolster Cash Flow

    Depreciation can be used as a tax-deductible expense to reduce tax costs, bolstering cash flow
  2. What schools did Warren Buffett attend on his way to getting his science and economics degrees?

    Learn how Warren Buffett became so successful through his attendance at multiple prestigious schools and his real-world experiences.
  3. How many attempts at each CFA exam is a candidate permitted?

    The CFA Institute allows an individual an unlimited amount of attempts at each examination.Although you can attempt the examination ...
  4. What's the average salary of a market research analyst?

    Learn about average stock market analyst salaries in the U.S. and different factors that affect salaries and overall levels ...
Trading Center