N.C. Gen. Stat. § 78A-1
Title
Title. This Chapter shall be known and may be cited as the North Carolina Securities Act. (1925, c. 190, s. 1; 1927, c. 149, s. 1; 1943, c. 104, s. 1; 1973, c. 1380.)
North Carolina General Statutes Chapter 78A — Chapter 78A.
North Carolina · statute · N.C. Gen. Stat. ch. 78A · 38 active provisions
N.C. Gen. Stat. § 78A-2
Definitions
Definitions. When used in this Chapter, unless the context otherwise requires: (1) "Administrator" means the Secretary of State. (2) "Dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. "Dealer" does not include: a. A salesman, b. A…
N.C. Gen. Stat. § 78A-8
Sales and purchases
Sales and purchases. It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) To employ any device, scheme, or artifice to defraud, (2) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the sta…
N.C. Gen. Stat. § 78A-9
Misleading filings
Misleading filings. It is unlawful for any person to make or cause to be made, in any document filed with the Administrator or in any proceeding under this Chapter, any statement which is, at the time and in the light of the circumstances under which it is made false or misleading in any material respect. (1973, c. 138…
N.C. Gen. Stat. § 78A-10
Unlawful representations concerning registration or exemption
Unlawful representations concerning registration or exemption. (a) Neither (i) the fact that an application for registration under Article 5 or a registration statement under Article 4 has been filed nor (ii) the fact that a person or security is effectively registered constitutes a finding by the Administrator that an…
N.C. Gen. Stat. § 78A-11
Unlawful telephone rooms
Unlawful telephone rooms. It is unlawful for any person to willfully manage, supervise, control, or own, directly or indirectly, either alone or in association with others, any telephone room in this State. For purposes of this section, "telephone room" means an enterprise in which two or more persons engage in telepho…
N.C. Gen. Stat. § 78A-12
Manipulation of market
Manipulation of market. (a) In addition to the prohibitions of G.S. 78A-8, it is unlawful for any person to do any of the following: (1) Willfully quote a fictitious price with respect to a security. (2) Effect a transaction in a security which involves no change in the beneficial ownership of the security, for the pur…
N.C. Gen. Stat. § 78A-14
Advertising of Viatical Settlement Contracts
Advertising of Viatical Settlement Contracts. (a) The purpose of this section is to provide prospective viatical settlement purchasers with clear and unambiguous statements in the advertisement of viatical settlement contracts and to assure the clear, truthful, and adequate disclosure of the benefits, risks, limitation…
N.C. Gen. Stat. § 78A-16
Exempt securities
Exempt securities. The following securities are exempted from G.S. 78A-24 and 78A-49(d): (1) 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 corporate or other instrumentality of one or more of the foregoing; or a…
N.C. Gen. Stat. § 78A-17
Exempt transactions
Exempt transactions. Except as otherwise provided in this Chapter, the following transactions are exempted from G.S. 78A-24 and G.S. 78A-49(d): (1) Any isolated nonissuer transaction, whether effected through a dealer or not. (2) Any nonissuer distribution other than by a controlling person of an outstanding security i…
N.C. Gen. Stat. § 78A-17.1
Invest NC exemption
Invest NC exemption. (a) Exemption. - Except as otherwise provided in this Chapter, an offer or sale of a security by an issuer is exempt from G.S. 78A-24 and G.S. 78A-49(d) if the offer or sale is conducted in accordance with each of the following requirements: (1) The issuer of the security is a business entity forme…
N.C. Gen. Stat. § 78A-18
Denial and revocation of exemptions
Denial and revocation of exemptions. (a) The Administrator may by order deny or revoke any exemption specified in subdivision (9), (11), or (15) of G.S. 78A-16 or in 78A-17 with respect to a specific security or transaction. No such order may be entered without appropriate prior notice to all interested parties, opport…
N.C. Gen. Stat. § 78A-24
Registration requirement
Registration requirement. It is unlawful for any person to offer or sell any security in this State unless (i) it is registered under this Chapter, (ii) the security or transaction is exempted under G.S. 78A-16 or 78A-17 and such exemption has not been denied or revoked under G.S. 78A-18, or (iii) it is a security cove…
N.C. Gen. Stat. § 78A-25
Registration by notification
Registration by notification. (a) The following securities may be registered by notification whether or not they are also eligible for registration by coordination under G.S. 78A-26: (1) Any security whose issuer and any predecessors have been in continuous operation for at least five years if a. There has been no defa…
N.C. Gen. Stat. § 78A-26
Registration by coordination
Registration by coordination. (a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination. (b) A registration statement under this section shall contain the following information and be accompanied by the foll…
N.C. Gen. Stat. § 78A-27
Registration by qualification
Registration by qualification. (a) Any security may be registered by qualification upon the following conditions. (b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in G.S. 78A-28(c) and the conse…
N.C. Gen. Stat. § 78A-28
Provisions applicable to registration generally
Provisions applicable to registration generally. (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered dealer. (b) Every person filing a registration statement shall pay a filing fee of two thousand dollars ($2,000). When a registration sta…
N.C. Gen. Stat. § 78A-29
Denial, suspension, and revocation of registration
Denial, suspension, and revocation of registration. (a) The Administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds (1) That the order is in the public interest and (2) That: a. The registration statement as of its effective d…
N.C. Gen. Stat. § 78A-30
Application to exchange securities
Application to exchange securities. (a) When application is made for approval to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from registration or qualification other than by the provisions of G.S. 78A-17(16) or not required to be qualified) in exchange for on…
N.C. Gen. Stat. § 78A-31
Notice filings for securities covered under federal law
Notice filings for securities covered under federal law. (a) The Administrator, by rule or order, may require the filing of any of the following documents with regard to a security (i) issued by an investment company that is registered or has filed a registration statement under the Investment Company Act of 1940 and (…
N.C. Gen. Stat. § 78A-36
Registration requirement
Registration requirement. (a) It is unlawful for any person to transact business in this State as a dealer or salesman unless he is registered under this Chapter. No dealer shall be eligible for registration under this Chapter, or for renewal of registration hereunder, unless such dealer is at the time registered as a…
N.C. Gen. Stat. § 78A-36.1
Limited registration of Canadian dealers and salesmen
Limited registration of Canadian dealers and salesmen. (a) A dealer that is a resident of Canada and that has no office or other physical presence in this State may effect transactions in securities with or for, or induce or attempt to induce the purchase or sale of any security by: (1) A person from Canada who is resi…
N.C. Gen. Stat. § 78A-37
Registration procedure
Registration procedure. (a) A dealer or salesman may obtain an initial or renewal registration by filing with the Administrator an application together with a consent to service of process pursuant to G.S. 78A-63(f). The application shall contain whatever information the Administrator by rule requires concerning such m…
N.C. Gen. Stat. § 78A-38
Post-registration provisions
Post-registration provisions. (a) Every registered dealer shall make and keep such accounts, correspondence, memoranda, papers, books, and other records as the Administrator by rule prescribes, subject to the limitations of section 15 of the Securities Exchange Act of 1934 (15 U.S.C. § 78o). (b) Every registered dealer…
N.C. Gen. Stat. § 78A-39
Denial, revocation, suspension, censure, cancellation, and withdrawal of registration
Denial, revocation, suspension, censure, cancellation, and withdrawal of registration. (a) The Administrator may by order deny, suspend, or revoke any registration in whole or in part or restrict or limit as to any person, office, function, or activity or censure the registrant if he finds (1) That the order is in the…
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