New Jersey § 49:3-80

§ 49:3-80.

The following requirements apply to an Internet site through which an issuer offers

or sells securities exempted pursuant to paragraph (14) of subsection (b) of section

3 of P.L.1967, c. 93 ( C.49:3-50 ): a. The Internet site operator shall register with the bureau by filing an application

for registration, accompanied by a filing fee to be determined by the bureau, that

includes all of the following: (1) That the Internet site operator is a business entity organized under the laws

of this State and authorized to do business in this State; (2) That the Internet site is being utilized to offer and sell securities pursuant

to the exemption under paragraph (14) of subsection (b) of section 3 of P.L.1967,

c. 93 ( C.49:3-50 ); (3) The identity and location of, and contact information for, the Internet site operator;

and (4) Except as provided in subsections b. and c. of this section, that the Internet

site operator is registered as a broker-dealer under P.L.1967, c. 93 ( C.49:3-47 et seq. ). If any change occurs in the information that an Internet site operator submits to

the bureau pursuant to this subsection, the Internet site operator shall notify the

bureau of the change within 30 days after the change occurs. b. The Internet site operator shall not be required to register as a broker-dealer

under P.L.1967, c. 93 ( C.49:3-47 et seq. ) if all of the following apply with respect to the Internet site and its operator: (1) It does not offer investment advice or recommendations; (2) It does not solicit purchases, sales, or offers to buy the securities offered

or displayed on the Internet site; (3) It does not compensate employees, agents, or other persons for the solicitation

or based on the sale of securities displayed or referenced on the Internet site; (4) It is not compensated based on the amount of securities sold, and it does not

hold, manage, possess, or otherwise handle investor funds or securities; (5) The fee it charges an issuer for an offering of securities on the Internet site

is a fixed amount for each offering, a variable amount based on the length of time

that the securities are offered on the Internet site, or a combination of such fixed

and variable amounts; (6) It does not identify, promote, or otherwise refer to any individual security offered

on the Internet site in any advertising for the Internet site; (7) It does not engage in other activities the bureau determines to be prohibited;

and (8) Neither the Internet site operator, nor any director, executive officer, general

partner, managing member, or other person with management authority over the Internet

site operator, has been subject to any conviction, order, judgment, decree, or other

action specified in Rule 506 (d) (1) adopted under the “Securities Act of 1933” ( 17 C.F.R. s.230.506(d)(1) ) that would disqualify an issuer under Rule 506 (d) adopted under the “Securities

Act of 1933” ( 17 C.F.R. s.230.506(d) ) from claiming an exemption specified in Rule 506 (a) to (c) adopted under the “Securities

Act of 1933” (17 C.F.R. ss.230.506(a) to (c)). c. The Internet site operator is not required to register as a broker-dealer under

P.L.1967, c. 93 ( C.49:3-47 et seq. ) if the Internet site operator is registered as a broker-dealer under the “Securities

Exchange Act of 1934” ( 15 U.S.C. s.78o ) or is a funding portal registered under the “Securities Act of 1933” ( 15 U.S.C. s.77d ) and the Securities and Exchange Commission has adopted rules under authority of

section 3 (h) of the “Securities Exchange Act of 1934” ( 15 U.S.C. s.78c(h) ) and Pub.L. 112-106 , section 304, governing funding portals, and the Internet site operator files with

the bureau chief those documents filed with the Securities and Exchange Commission

that the bureau chief may by rule or otherwise require, and the Internet site operator

consents to service or process and pays a fee to be established by the bureau. Nothing in this section shall be construed to require an Internet site operator

to register as a broker-dealer under the “Securities Exchange Act of 1934” or as a

funding portal under the “Securities Act of 1933.” d. The issuer and the Internet site operator shall maintain records of all offers

and sales of securities effected through the Internet site and shall provide ready

access to the records to the bureau, upon request. The bureau may access, inspect, and review any Internet site registered under this

section as well as its records. e. Notwithstanding any law or regulation to the contrary, if the Securities and Exchange

Commission adopts rules under authority of section 3(h) of the “Securities Exchange

Act of 1934” ( 15 U.S.C. s.78c (h) ) and Pub.L. 112-106 , section 304, that authorize funding portals to receive commissions without registering

as broker-dealers under the “Securities Exchange Act of 1934,” the bureau may promulgate

rules authorizing Internet site operators registered with the bureau pursuant to this

section to receive commissions without registering as broker-dealers.