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Regular Session, 2014
HOUSE BILL NO. 1234
BY REPRESENTATIVE PONTI
SECURITIES: Provides relative to the registration of investment advisor representatives
AN ACT1
To amend and reenact R.S. 51:709(5)(a)(introductory paragraph) and (ii) and to enact R.S.2
51:705(H), relative to the registration of securities; to remove the exemption from3
registration under the Louisiana Securities Law, relative to Regulation A securities4
of the Federal Securities Act of 1933; to require registration under the Louisiana5
Securities Law of Regulation A securities of the Federal Securities Act of 1933; and6
to provide for related matters.7
Be it enacted by the Legislature of Louisiana:8
Section 1. R.S. 51:709(5)(a)(introductory paragraph) and (ii) are hereby amended9
and reenacted and R.S. 51:705(H) is hereby enacted to read as follows:10
§705. Registration of securities; when and how required; delivery of prospectus11
* * *12
H. Registration of Regulation A Securities. (1) Any security that qualifies13
under Regulation A adopted under Section 3(b) of the Federal Securities Act of14
1933, as now or hereafter amended, may be registered under the terms and15
conditions provided in this Subsection by filing all of the following:16
(a) A notice of intention to sell executed by the issuer, any other person on17
whose behalf the offering is to be made, a dealer registered under this Part, or any18
duly authorized agent of any such person who sets forth the name and address of the19 HLS 14RS-2514 ENGROSSED
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applicant, the name and address of the issuer, and the title of the securities to be1
offered in this state.2
(b) A copy of the notification on Form 1-A or any form substituted therefor,3
and related offering circular or offering sheet, including other exhibits, filed with the4
Securities and Exchange Commission.5
(c) A filing fee of one-tenth of one per centum of the aggregate price of the6
securities to be offered to be sold in this state. In no case shall the fee be less than7
one hundred dollars nor more than one thousand dollars. In addition there shall be8
a charge of two hundred fifty dollars to be used to defray the expenses of the9
commissioner. All fees and charges paid in accordance with this Subparagraph,10
whether paid at the time of filing or at the time of renewal, shall be transmitted to the11
state treasurer for credit to the state general fund, except that the two hundred fifty12
dollar fee required pursuant to this Subparagraph shall be retained by the13
commissioner to be used for the enforcement of this Part generally.14
(d) A consent to service of process in the form prescribed by R.S. 51:71815
that has been executed by the person who executed the notice of intention to sell,16
unless the person has previously filed with the commissioner an irrevocable consent17
to service of process in the form prescribed by R.S. 51:718.18
(2) A registration pursuant to this Subsection becomes effective when19
ordered by the commissioner.20
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§709. Exempt transactions22
Except as expressly provided in this Section, R.S. 51:703 shall not apply to23
any offer or sale of a security in connection with any transaction described in24
Paragraph (1), (2), (6), (7), (8), (9), (11), (12), (13), or (17) of this Section, and R.S.25
51:705 shall not apply to any offer or sale of or subscription for any security in26
connection with any of the following transactions: 27
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(5)(a) Any transaction in securities pursuant to a registration statement1
effective under the Securities Act of 1933, as now or hereafter amended, or of2
securities exempt from the registration requirements of such Act pursuant to3
Regulation A, B, E, or F adopted under Section 3(b) or 3(c) thereof or pursuant to4
any other exemption under such sections which the commissioner has, by rule or5
regulation, approved, but only during the continuance of such exemption, provided6
that the commissioner has received prior to such sale:7
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(ii) A copy of the initial registration statement, excluding exhibits, or the9
notification on Form 1-A, 1-B, 1-E, or 1-F, or any form substituted therefor, and10
related offering circular or offering sheet, but excluding other exhibits, filed with the11
Securities and Exchange Commission or, in the case of an exemption under Section12
3(b) or 3(c) of such Securities Act of 1933 which has been approved by the13
commissioner under this Paragraph, copies of such information or documents as the14
commissioner may, by rule or regulation, require.15
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DIGEST
The digest printed below was prepared by House Legislative Services. It constitutes no part
of the legislative instrument. The keyword, one-liner, abstract, and digest do not constitute
part of the law or proof or indicia of legislative intent. [R.S. 1:13(B) and 24:177(E)]
Ponti HB No. 1234
Abstract: Requires the registration of Regulation A securities pursuant to the Louisiana
Securities Law.
Present law provides that Regulation A securities are exempt from the offer of sale of dealers
or salesmen to sell any securities within or from the state of La. under the La. Securities
Law, unless the dealer or salesman is:
(1)Registered in the office of the commissioner pursuant to present law.
(2)The person is registered as a dealer pursuant to present law.
(3)The only clients of the person in the state of La. are investment companies as defined
in the Investment Company Act of 1940 or insurance companies.
Proposed law removes Regulation A from the exemption under present law and requires the
registration of Regulation A securities under the La. Securities Law. HLS 14RS-2514 ENGROSSED
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Proposed law provides for the terms and conditions for registration of Regulation A
securities by requiring the following:
(1)A notice of intention to sell, executed by the issuer, any other person on whose
behalf the offering is to be made, a dealer registered under present law, or any duly
authorized agent of any such person who sets forth the name and address of the
applicant, the name and address of the issuer, and the title of the securities to be
offered in the state of La.
(2)A copy of the notification on Form 1-A or any form substituted therefor, and related
offering circular or offering sheet, including other exhibits, filed with the Securities
and Exchange Commission.
(3)A filing fee of 1/10 of 1/100 (one per centum) of the aggregate price of the securities
to be offered to be sold in the state of La. In no case can the fee be less than $100
nor more than $1,000. Additionally, there will be a charge of $250 to be used to
defray the expenses of the commissioner. All fees and charges paid in accordance
with proposed law, whether paid at the time of filing or at the time of renewal, are
to be transmitted to the state treasurer for credit to the state general fund, except that
the $250 fee required pursuant to present law is retained by the commissioner to be
used for the enforcement of provisions of both proposed and present law.
(4)A consent to service of process in the form prescribed by the commission pursuant
to present law, executed by the person who executed the notice of intention to sell,
unless the person has previously filed with the commissioner an irrevocable consent
to service of process in the form prescribed by present law (R.S. 51:718).
Registration of Regulation A securities pursuant to proposed law becomes effective when
ordered by the commissioner.
(Amends R.S. 51:709(5)(a)(intro. para.) and (ii); Adds R.S. 51:705(H))
Summary of Amendments Adopted by House
Committee Amendments Proposed by House Committee on Commerce to the original
bill.
1. Made technical change.