New Hampshire § 421-B-3-301 - Section 421-B:3-301 Securities Registration Requirement.

§ 421-B-3-301. Section 421-B:3-301 Securities Registration Requirement.

(a) It is unlawful for a person to offer or sell a security in this state unless: (1) the security is a federal covered security; (2) the security, transaction, or offer is exempted from registration under RSA 421-B:2-201 through RSA 421-B:2-203; or (3) the security is registered under this chapter. (b) Articles of incorporation for a new corporation or an application for a certificate of authority for a foreign corporation under RSA 293-A, articles of incorporation for a professional corporation or an application for a certificate of authority for a foreign professional corporation under RSA 294-A, an application for registration of a registered limited liability partnership or a notice of registration of a foreign registered limited liability partnership under RSA 304-A, a certificate of limited partnership for a new limited partnership or an application for registration of a foreign limited partnership under RSA 304-B, a certificate of formation for a new limited liability company or an application for registration as a foreign limited liability company under RSA 304-C, and a certificate of formation for a new professional limited liability company or an application for registration as a foreign professional limited liability company under RSA 304-D shall contain a statement that the capital stock of the corporation, memberships, or the interests of the limited partnership, limited liability partnership, or limited liability company have been registered, or when offered will be registered, under this chapter or are exempted, or when offered will be exempted, under this chapter, or are or will be offered in a transaction exempted from registration under this chapter, or are not securities under this chapter, or are federal covered securities under this chapter. In the case of a New Hampshire corporation, professional corporation, limited partnership, registered limited liability partnership, limited liability company, or professional limited liability company, the articles of incorporation, certificate of limited partnership, or certificate of formation shall state that the capital stock, memberships, or interests in the limited partnership, limited liability partnership, or limited liability company will be sold or offered for sale in compliance with this chapter. The statement included pursuant to this paragraph shall not by itself constitute a registration, or a notice of exemption from registration, of securities within the meaning of sections 448 and 461(i)(3) of the United States Internal Revenue Code and the regulations promulgated thereunder.