Guam § 46414 - Scope of the Act and Service of Process.

§ 46414. Scope of the Act and Service of Process.

(a) §§ 46101, 46201(a), 46301, 46405, and 46410 apply to persons

who sell or offer to sell when (1) an offer to sell is made in this state, or (2)

an offer to buy is made and accepted in this state.

(b) §§ 46101, 46201(a), and 46405 apply to person who buy or offer to

buy when (1) an offer to buy is made in this state, or (2) an offer to sell is

made and accepted in this state.

(c) For the purpose of this section, an offer to sell or to buy is made in

this state, whether or not either party is then present in this state, when the

offer (1) originates from this state or (2) is directed by the offeror to this

state and received at a place to which it is directed (or at any post office in

this state in the case of a mailed offer).

(d) For the purpose of this section, an offer to buy or to sell is accepted

in this state when acceptance (1) is communicated to the offeror in this state

and (2) has not previously been communicated to the offeror, orally or in

writing, outside this state; and acceptance is communicated to the offer or in

this state, whether or not either party is then present in this state, when the

offeree directs it to the offeror in this state reasonably believing the offeror

to be in this state and it is received at the place to which it is directed (or at

any post office in this state in the case of a mailed acceptance).

(e) An offer to sell or to buy is not made in this state when (1) the

publisher circulates or there is circulated on his behalf in this state any bona

fide newspaper or other publication of general, regular, and paid circulation

which is not published in this state, or which is published in this state but

has had more than two-thirds of its circulation outside this state during the

past twelve (12) months, or (2) a radio or television program originating

outside this state is received in this state.

(f) §§ 46102 and 46201(c), as well as § 46405 so far as investment

advisers are concerned, apply when any act instrumental in effecting

prohibited conduct is done in this state, whether or not either party is then

present in this state.

(g) Every applicant for registration under this Act and every issuer

which proposes to offer a security in this state through any person acting on

an agency basis in the common-law sense shall file with the Administrator,

in such form he by rule prescribes, an irrevocable consent appointing the

Administrator or his successor in office to be his attorney to receive service

of any lawful process in any non-criminal suit, action, or proceeding against

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him or his successor executor or administrator which arises under this Act

or any rule or order hereunder after the consent has been filed, with the

same force and validity as if served personally on the person filing the

consent. A person who has filed such a consent in connection with a

previous registration need not file another. Service may be made by leaving

a copy of the process in the office of the Administrator, but is not effective

unless (1) the plaintiff, who may be the Administrator in a suit, action, or

proceeding instituted by him, forthwith sends notice of the service and a

copy of the process by certified mail to the defendant or respondent at his

last address on file with the Administrator and (2) the plaintiff's affidavit of

compliance with this subsection is filed in the case on or before the return

day of the process, if any, or within such further time as the court allows.

(h) When any person, including any nonresident of this state, engages

in conduct prohibited or made actionable by this Act or any rule or order

hereunder, and he has not filed a consent to service of process under

subsection (g) and personal jurisdiction over him cannot otherwise be

obtained in this state, that conduct shall be considered equivalent to his

appointment of the Administrator or his successor in office to be his

attorney to receive service of any lawful processing any non-criminal suit,

action, or proceeding against him or his successor executor or administrator

which grows out of that conduct and which is brought under this Act or any

rule or order hereunder, with the same force and validity as if served on him

personally. Service may be made by leaving a copy of the process of the

office of the Administrator, and it is not effective unless (1) the plaintiff,

who may be the Administrator in a suit, action or proceeding instituted by

him, forthwith sends notice of the service and a copy of the process by

certified mail to the defendant or respondent at his last known address or

takes other steps which are reasonably calculated to give actual notice, and

(2) the plaintiff's affidavit of compliance with this subsection is filed in the

case on or before the return day of the process, if any, or within such further

time as the court allows.

(i) When process is served under this section, the court, or the

Administrator in a proceeding before him, shall order such continuance as

may be necessary to afford the defendant or respondent reasonable

opportunity to defend.