Exempt Securities
- Under the NSMIA, exchange listed securities are exempt
- Exemption from state registration may include:
- Securities sold exclusively to qualified purchasers
- Investment company securities
- Securities and transaction exempt from federal registration
- Commercial paper with maturities of up to 270 days
- Exempt issuers
- Employee benefit plans
- Option contracts
- Equipment trust securities issued by a federally covered or exempt issuer
Exempt Issuers
- U.S. government
- State and municipal governments
- Foreign national governments
- Canadian federal and municipal governments
- Insurance companies, except variable products
- Banks and trusts
- Credit unions and savings and loans
- Common carriers regulated by the ICC
- Religious and charitable organizations
- Public utility securities regulated by the PUH Act
- Securities issued by a cooperative
Exempt Transactions
- Exempt transaction are those that do not involve the public
- Examples:
- Isolated non-issuer transactions, no more than 5 trades in a 12-month period in another state
- Exchange listed, non-issuer transactions
- Unsolicited non-issuer transaction
- Fiduciary transactions
- Transactions between issuers and underwriters
- Real estate mortgages sold as an entire unit
- Transaction by a bona fide pledge
- Transaction with a bank or insurance company
- Private placements
- Sale of a pre-organization subscription if no commission are paid
- Rights and warrant offerings
- Offer but not the sale of an unregistered security