Oklahoma § 71-1

Full text of Oklahoma Oklahoma Statutes § 71-1, with citation guidance and answers to common questions.

§ 71-1.

Repealed by Laws 2003, c. 347, § 53, eff. July 1, 2004.

§71-1-101. Short title.

This act shall be known and may be cited as the "Oklahoma

Uniform Securities Act of 2004".

Added by Laws 2003, c. 347, § 1, eff. July 1, 2004.

§71-1-102. Definitions.

In this act, unless the context otherwise requires:

1. "Administrator" means the securities Administrator appointed

by the Oklahoma Securities Commission;

2. "Agent" means an individual, other than a broker-dealer, who

represents a broker-dealer in effecting or attempting to effect

purchases or sales of securities or represents an issuer in

effecting or attempting to effect purchases or sales of the issuer's

securities. A partner, officer, or director of a broker-dealer or

issuer, or an individual having a similar status or performing

similar functions is an agent only if the individual otherwise comes

within the term. The term does not include an individual excluded

by rule adopted or order issued under this act;

3. "Bank" means:

Oklahoma Statutes - Title 71. Securities

a banking institution organized under the laws of the

United States,

a member bank of the Federal Reserve System,

any other banking institution, whether incorporated or

not, doing business under the laws of a state or of

the United States, a substantial portion of the

business of which consists of receiving deposits or

exercising fiduciary powers similar to those permitted

to be exercised by national banks under the authority

of the Comptroller of the Currency, and which is

supervised and examined by a state or federal agency

having supervision over banks, and which is not

operated for the purpose of evading this act, and

a receiver, conservator, or other liquidating agent of

any institution or firm included in subparagraph a, b

or c of this paragraph;

4. "Broker-dealer" means a person engaged in the business of

effecting transactions in securities for the account of others or

for the person's own account. The term does not include:

an agent,

an issuer,

a bank or savings institution if its activities as a

broker-dealer are limited to those specified in

subsections 3(a)(4)(B)(i) through (vi), (viii) through

(x), and (xi) if limited to unsolicited transactions;

3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange

Act of 1934 (15 U.S.C. Sections 78c(a)(4) and (5)) or

a bank that satisfies the conditions described in

subsection 3(a)(4)(E) of the Securities Exchange Act

of 1934 (15 U.S.C. Section 78c(a)(4)),

an international banking institution, or

a person excluded by rule adopted or order issued

under this act;

5. "Commission" means the Oklahoma Securities Commission;

6. "Department" means the Oklahoma Department of Securities;

7. "Depository institution" means:

a bank, or

a savings institution, trust company, credit union, or

similar institution that is organized or chartered

under the laws of a state or of the United States,

authorized to receive deposits, and supervised and

examined by an official or agency of a state or the

United States if its deposits or share accounts are

insured to the maximum amount authorized by statute by

the Federal Deposit Insurance Corporation, the

National Credit Union Share Insurance Fund, or a

Oklahoma Statutes - Title 71. Securities

successor authorized by federal law. The term does

not include:

(1) an insurance company or other organization

primarily engaged in the business of insurance,

(2) a Morris Plan bank, or

(3) an industrial loan company that is not an insured

depository institution as defined in Section

3(c)(2) of the Federal Deposit Insurance Act (12

U.S.C. Section 1813(c)(2)) or any successor

federal statute;

8. "Federal covered investment adviser" means a person

registered under the Investment Advisers Act of 1940;

9. "Federal covered security" means a security that is, or upon

completion of a transaction will be, a covered security under

Section 18(b) of the Securities Act of 1933 (15 U.S.C. Section

77r(b)) or rules or regulations adopted pursuant to that provision;

10. "Filing" means the receipt under this act of a record by

the Administrator or a designee of the Administrator;

11. "Fraud," "deceit," and "defraud" are not limited to common

law deceit;

12. "Guaranteed" means guaranteed as to payment of all

principal and all interest;

13. "Institutional investor" means any of the following,

whether acting for itself or for others in a fiduciary capacity:

a depository institution or international banking

institution,

an insurance company,

a separate account of an insurance company,

an investment company as defined in the Investment

Company Act of 1940,

a broker-dealer registered under the Securities

Exchange Act of 1934,

an employee pension, profit-sharing, or benefit plan

if the plan has total assets in excess of Ten Million

Dollars ($10,000,000.00) or its investment decisions

are made by a named fiduciary, as defined in the

Employee Retirement Income Security Act of 1974, that

is a broker-dealer registered under the Securities

Exchange Act of 1934, an investment adviser registered

or exempt from registration under the Investment

Advisers Act of 1940, an investment adviser registered

under this act, a depository institution, or an

insurance company,

a plan established and maintained by a state, a

political subdivision of a state, or an agency or

instrumentality of a state or a political subdivision

of a state for the benefit of its employees, if the

Oklahoma Statutes - Title 71. Securities

plan has total assets in excess of Ten Million Dollars

($10,000,000.00) or its investment decisions are made

by a duly designated public official or by a named

fiduciary, as defined in the Employee Retirement

Income Security Act of 1974, that is a broker-dealer

registered under the Securities Exchange Act of 1934,

an investment adviser registered or exempt from

registration under the Investment Advisers Act of

1940, an investment adviser registered under this act,

a depository institution, or an insurance company,

a trust, if it has total assets in excess of Ten

Million Dollars ($10,000,000.00), its trustee is a

depository institution, and its participants are

exclusively plans of the types identified in

subparagraph f or g of this paragraph, regardless of

the size of their assets, except a trust that includes

as participants self-directed individual retirement

accounts or similar self-directed plans,

an organization described in Section 501(c)(3) of the

Internal Revenue Code (26 U.S.C. Section 501(c)(3)),

corporation, Massachusetts trust or similar business

trust, limited liability company, or partnership, not

formed for the specific purpose of acquiring the

securities offered, with total assets in excess of Ten

Million Dollars ($10,000,000.00),

a small business investment company licensed by the

Small Business Administration under Section 301(c) of

the Small Business Investment Act of 1958 (15 U.S.C.

Section 681(c)) with total assets in excess of Ten

Million Dollars ($10,000,000.00),

a private business development company as defined in

Section 202(a)(22) of the Investment Advisers Act of

1940 (15 U.S.C. Section 80b-2(a)(22)) with total

assets in excess of Ten Million Dollars

($10,000,000.00),

a federal covered investment adviser acting for its

own account,

a "qualified institutional buyer" as defined in Rule

144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted

under the Securities Act of 1933 (17 C.F.R. 230.144A),

a "major U.S. institutional investor" as defined in

Rule 15a-6(b)(4)(i) adopted under the Securities

Exchange Act of 1934 (17 C.F.R. 240.15a-6),

any other person, other than an individual, of

institutional character with total assets in excess of

Ten Million Dollars ($10,000,000.00) not organized for

the specific purpose of evading this act, or

Oklahoma Statutes - Title 71. Securities

any other person specified by rule adopted or order

issued under this act;

14. "Insurance company" means a company organized as an insurer

whose primary business is writing insurance or reinsuring risks

underwritten by insurance companies and that are subject to

supervision by the insurance commissioner or a similar official or

agency of a state;

15. "Insured" means insured as to payment of all principal and

all interest;

16. "International banking institution" means an international

financial institution of which the United States is a member and

whose securities are exempt from registration under the Securities

Act of 1933;

17. "Investment adviser" means a person that, for compensation,

engages in the business of advising others, either directly or

through publications or writings, as to the value of securities or

the advisability of investing in, purchasing, or selling securities

or that, for compensation and as a part of a regular business,

issues or promulgates analyses or reports concerning securities.

The term includes a financial planner or other person that, as an

integral component of other financially related services, provides

investment advice to others for compensation as part of a business

or that holds itself out as providing investment advice to others

for compensation. The term does not include:

an investment adviser representative,

a lawyer, accountant, engineer, or teacher whose

performance of investment advice is solely incidental

to the practice of the person's profession,

a broker-dealer or its agents whose performance of

investment advice is solely incidental to the conduct

of business as a broker-dealer and that does not

receive special compensation for the investment

advice,

a publisher of a bona fide newspaper, news magazine,

or business or financial publication of general and

regular circulation,

a bank or savings institution,

any other person excluded by the Investment Advisers

Act of 1940 from the definition of investment adviser;

any other person excluded by rule adopted or order

issued under this act;

18. "Investment adviser representative" means an individual

employed by or associated with an investment adviser or federal

covered investment adviser and who makes any recommendations or

otherwise gives investment advice regarding securities, manages

accounts or portfolios of clients, determines which recommendation

Oklahoma Statutes - Title 71. Securities

or advice regarding securities should be given, provides investment

advice or holds herself or himself out as providing investment

advice, receives compensation to solicit, offer, or negotiate for

the sale of or for selling investment advice, or supervises

employees who perform any of the foregoing. The term does not

include an individual who:

performs only clerical or ministerial acts,

is an agent whose performance of investment advice is

solely incidental to the individual acting as an agent

and who does not receive special compensation for

investment advisory services, or

is excluded by rule adopted or order issued under this

act;

19. "Issuer" means a person that issues or proposes to issue a

security, subject to the following:

the issuer of a voting trust certificate, collateral

trust certificate, certificate of deposit for a

security, or share in an investment company without a

board of directors or individuals performing similar

functions is the person performing the acts and

assuming the duties of depositor or manager pursuant

to the trust or other agreement or instrument under

which the security is issued,

the issuer of an equipment trust certificate or

similar security serving the same purpose is the

person by which the property or equipment is or will

be used or to which the property or equipment is or

will be leased or conditionally sold or that is

otherwise contractually responsible for assuring

payment of the certificate,

the issuer of a fractional undivided interest in an

oil, gas, or other mineral lease or in payments out of

production under a lease, right, or royalty is the

owner of an interest in the lease or in payments out

of production under a lease, right, or royalty,

whether whole or fractional, that creates fractional

interests for the purpose of sale;

20. "Nonissuer transaction" or "nonissuer distribution" means a

transaction or distribution not directly or indirectly for the

benefit of the issuer;

21. "Offer to purchase" includes an attempt or offer to obtain,

or solicitation of an offer to sell, a security or interest in a

security for value. The term does not include a tender offer that

is subject to Section 14(d) of the Securities Exchange Act of 1934

(15 U.S.C. 78n(d));

22. "Person" means an individual; corporation; business trust;

estate; trust; partnership; limited liability company; association;

Oklahoma Statutes - Title 71. Securities

joint venture; government, governmental subdivision, agency, or

instrumentality; public corporation; or any other legal or

commercial entity;

23. "Place of business" of a broker-dealer, an investment

adviser, or a federal covered investment adviser means:

an office at which the broker-dealer, investment

adviser, or federal covered investment adviser

regularly provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients, or

any other location that is held out to the general

public as a location at which the broker-dealer,

investment adviser, or federal covered investment

adviser provides brokerage or investment advice or

solicits, meets with, or otherwise communicates with

customers or clients;

24. "Predecessor act" means the act repealed by Section 53 of

this act;

25. "Price amendment" means the amendment to a registration

statement filed under the Securities Act of 1933 or, if an amendment

is not filed, the prospectus or prospectus supplement filed under

the Securities Act of 1933 that includes a statement of the offering

price, underwriting and selling discounts or commissions, amount of

proceeds, conversion rates, call prices, and other matters dependent

upon the offering price;

26. "Principal place of business" of a broker-dealer or an

investment adviser means the executive office of the broker-dealer

or investment adviser from which the officers, partners, or managers

of the broker-dealer or investment adviser direct, control, and

coordinate the activities of the broker-dealer or investment

adviser;

27. "Promoter" includes:

a person who, acting alone or in concert with one or

more persons, takes the entrepreneurial initiative in

founding or organizing the business or enterprise of

an issuer,

an officer or director owning securities of an issuer

or a person who owns, beneficially or of record, ten

percent (10%) or more of a class of securities of the

issuer if the officer, director, or person acquires

any of those securities in a transaction within three

(3) years before the filing by the issuer of a

registration statement under this act and the

transaction is not an arms-length transaction, or

a member of the immediate family of a person within

subparagraph a or b of this paragraph if the family

member receives securities of the issuer from that

Oklahoma Statutes - Title 71. Securities

person in a transaction within three (3) years before

the filing by the issuer of a registration statement

under this act and the transaction is not an armslength transaction.

For purposes of this subsection, "immediate family" means a

spouse of a person within subparagraph a or b of this paragraph, an

emancipated child residing in such person's household, or an

individual claimed as a dependent by such person for tax purposes;

28. "Record" except in the phrases "of record," "official

record," and "public record," means information that is inscribed on

a tangible medium or that is stored in an electronic or other medium

and is retrievable in perceivable form;

29. "Registration statement" means the documentation provided

to the Securities and Exchange Commission or the Department in

connection with the registration of securities under the Securities

Act of 1933 or this title and includes any amendment thereto and any

report, document, exhibit or memorandum filed as part of such

statement or incorporated therein by reference;

30. "Sale" includes every contract of sale, contract to sell,

or disposition of, a security or interest in a security for value,

and "offer to sell" includes every attempt or offer to dispose of,

or solicitation of an offer to purchase, a security or interest in a

security for value. Both terms include:

a security given or delivered with, or as a bonus on

account of, a purchase of securities or any other

thing constituting part of the subject of the purchase

and having been offered and sold for value,

a gift of assessable stock involving an offer and

sale, and

a sale or offer of a warrant or right to purchase or

subscribe to another security of the same or another

issuer and a sale or offer of a security that gives

the holder a present or future right or privilege to

convert the security into another security of the same

or another issuer, including an offer of the other

security;

31. "Securities and Exchange Commission" means the United

States Securities and Exchange Commission;

32. "Security" means a note; stock; treasury stock; security

future; bond; debenture; evidence of indebtedness; certificate of

interest or participation in a profit-sharing agreement; collateral

trust certificate; preorganization certificate or subscription;

transferable share; investment contract; voting trust certificate;

certificate of deposit for a security; fractional undivided interest

in oil, gas, or other mineral rights; put, call, straddle, option,

or privilege on a security, certificate of deposit, or group or

index of securities, including an interest therein or based on the

Oklahoma Statutes - Title 71. Securities

value thereof; put, call, straddle, option, or privilege entered

into on a national securities exchange relating to foreign currency;

or, in general, an interest or instrument commonly known as a

"security"; or a certificate of interest or participation in,

temporary or interim certificate for, receipt for, guarantee of, or

warrant or right to subscribe to or purchase, any of the foregoing.

The term:

includes both a certificated and an uncertificated

security,

does not include an insurance or endowment policy or

annuity contract under which an insurance company

promises to pay a sum of money either in a lump sum or

periodically for life or other specified period,

does not include an interest in a contributory or

noncontributory pension or welfare plan subject to the

Employee Retirement Income Security Act of 1974,

includes as an "investment contract" an investment in

a common enterprise with the expectation of profits to

be derived primarily from the efforts of a person

other than the investor and a "common enterprise"

means an enterprise in which the fortunes of the

investor are interwoven with those of either the

person offering the investment, a third party, or

other investors,

includes as an "investment contract," among other

contracts, an interest in a limited partnership and a

third party managed limited liability company and an

investment in a viatical or life settlement or similar

contract or agreement,

includes an investment of money or money's worth

including goods furnished or services performed in the

risk capital of a venture with the expectation of some

benefit to the investor where the investor has no

direct control over the investment or policy decision

of the venture, and

does not include an interest in an oil, gas or mineral

lease as part of a transaction between parties, each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals as an

ongoing business or the execution of oil and gas

leases by land, mineral and royalty owners in favor of

a party or parties engaged in the business of

exploring for or producing oil and gas or other

valuable minerals;

33. "Self-regulatory organization" means a national securities

exchange registered under the Securities Exchange Act of 1934, a

national securities association of broker-dealers registered under

Oklahoma Statutes - Title 71. Securities

the Securities Exchange Act of 1934, a clearing agency registered

under the Securities Exchange Act of 1934, or the Municipal

Securities Rulemaking Board established under the Securities

Exchange Act of 1934;

34. "Sign" means, with present intent to authenticate or adopt

a record:

to execute or adopt a tangible symbol, or

to attach or logically associate with the record an

electronic symbol, sound, or process;

35. "State" means a state of the United States, the District of

Columbia, Puerto Rico, the United States Virgin Islands, or any

territory or insular possession subject to the jurisdiction of the

United States; and

36. "Underwriter" means any person who has purchased from an

issuer or from any other person with a view to, or offers or sells

for an issuer or for any other person in connection with, the

distribution of any security, or participates or has a direct or

indirect participation in any such undertaking, or participates or

has a participation in the direct or indirect underwriting of any

such undertaking. "Underwriter" does not include a person whose

interest is limited to a commission from an underwriter or brokerdealer not in excess of the usual and customary distributor's or

seller's commission.

Added by Laws 2003, c. 347, § 2, eff. July 1, 2004. Amended by Laws

2022, c. 77, § 6, eff. Nov. 1, 2022.

§71-1-103. References to federal statutes.

"Securities Act of 1933" (15 U.S.C. Section 77a et seq.),

"Securities Exchange Act of 1934" (15 U.S.C. Section 78a et seq.),

"Public Utility Holding Company Act of 2005" (42 U.S.C. Section

16451 et seq.), "Investment Company Act of 1940" (15 U.S.C. Section

80a-1 et seq.), "Investment Advisers Act of 1940" (15 U.S.C. Section

80b-1 et seq.), "Employee Retirement Income Security Act of 1974"

(29 U.S.C. Section 1001 et seq.), "National Housing Act" (12 U.S.C.

Section 1701 et seq.), "Commodity Exchange Act" (7 U.S.C. Section 1

et seq.), "Internal Revenue Code" (26 U.S.C. Section 1 et seq.),

"Securities Investor Protection Act of 1970" (15 U.S.C. Section

78aaa et seq.), "Securities Litigation Uniform Standards Act of

1998" (112 Stat. 3227), "Small Business Investment Act of 1958" (15

U.S.C. Section 661 et seq.), "Family Educational Rights and Privacy

Act" (20 U.S.C. Section 1232g), and "Electronic Signatures in Global

and National Commerce Act" (15 U.S.C. Section 7001 et seq.) mean

those statutes and the rules and regulations adopted under those

statutes, as in effect on the date of enactment of this act, or as

later amended.

Added by Laws 2003, c. 347, § 3, eff. July 1, 2004. Amended by Laws

2022, c. 77, § 7, eff. Nov. 1, 2022.

Oklahoma Statutes - Title 71. Securities

§71-1-104. References to federal agencies.

A reference in this act to an agency or department of the United

States is also a reference to a successor agency or department.

Added by Laws 2003, c. 347, § 4, eff. July 1, 2004.

§71-1-105. Electronic records and signatures.

This Act modifies, limits, and supersedes the federal Electronic

Signatures in Global and National Commerce Act, but does not modify,

limit, or supersede Section 101(c) of that act (15 U.S.C. Section

7001(c)) or authorize electronic delivery of any of the notices

described in Section 103(b) of that act (15 U.S.C. Section 7003(b)).

This Act authorizes the filing of records and signatures, when

specified by provisions of this act or by a rule adopted or order

issued under this act, in a manner consistent with Section 104(a) of

that act (15 U.S.C. Section 7004(a)).

Added by Laws 2003, c. 347, § 5, eff. July 1, 2004.

§71-1-201. Exempt securities.

The following securities are exempt from the requirements of

Sections 1-301 and 1-504 of this title:

1. A security, including a revenue obligation or a separate

security as defined in Rule 131 (17 C.F.R. 230.131) adopted under

the Securities Act of 1933, issued, insured, or guaranteed by the

United States; by a state; by a political subdivision of a state; by

a public authority, agency, or instrumentality of one or more

states; by a political subdivision of one or more states; or by a

person controlled or supervised by and acting as an instrumentality

of the United States under authority granted by the Congress; or a

certificate of deposit for any of the foregoing; however,

notwithstanding the provisions of Section 106(c) of the Secondary

Mortgage Market Enhancement Act of 1984, Public Law 98-440, any

security that is a mortgage related security as that term is defined

in Section 3(a)(41) of the Securities Exchange Act of 1934 shall not

be exempt from Sections 1-301 and 1-504 of this title by virtue of

such Secondary Mortgage Market Enhancement Act but may be exempt

based upon the availability of the exemptions from registration

provided for in this section;

2. A security issued, insured, or guaranteed by a foreign

government with which the United States maintains diplomatic

relations, or any of its political subdivisions, if the security is

recognized as a valid obligation by the issuer, insurer, or

guarantor;

3. A security issued by and representing or that will represent

an interest in or a direct obligation of, or be guaranteed by:

an international banking institution,

Oklahoma Statutes - Title 71. Securities

a banking institution organized under the laws of the

United States; a member bank of the Federal Reserve

System; or a depository institution a substantial

portion of the business of which consists or will

consist of receiving deposits or share accounts that

are insured to the maximum amount authorized by

statute by the Federal Deposit Insurance Corporation,

the National Credit Union Share Insurance Fund, or a

successor authorized by federal law or exercising

fiduciary powers that are similar to those permitted

for national banks under the authority of the

Comptroller of the Currency,

a trust company or other institution that is

authorized by federal or state law to exercise

fiduciary powers of the type a national bank is

permitted to exercise under the authority of the

Comptroller of the Currency and is supervised and

examined by an official or agency of a state or the

United States, or

any other depository institution, unless by rule or

order issued by the Administrator pursuant to Section

1-204 of this title;

4. A security issued by and representing an interest in, or a

debt of, or insured or guaranteed by, an insurance company

authorized to transact insurance business in this state by the

Insurance Commissioner;

5. A security issued or guaranteed by a railroad, other common

carrier, public utility, or public utility holding company that is:

regulated in respect to its rates and charges by the

United States or a state,

regulated in respect to the issuance or guarantee of

the security by the United States, a state, Canada, or

a Canadian province or territory, or

a public utility holding company registered under the

Public Utility Holding Company Act of 2005 or a

subsidiary of such a registered holding company within

the meaning of that act;

6. A federal covered security specified in Section 18(b)(1) of

the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)) or by rule

adopted under that provision or a security listed or approved for

listing on another securities market specified by rule under this

act; a put or a call option contract, a warrant, or a subscription

right on or with respect to such securities; or an option or similar

derivative security on a security or an index of securities or

foreign currencies issued by a clearing agency registered under the

Securities Exchange Act of 1934 and listed or designated for trading

on a national securities exchange, a facility of a national

Oklahoma Statutes - Title 71. Securities

securities exchange, or a facility of a national securities

association registered under the Securities Exchange Act of 1934 or

the underlying security in connection with the offer, sale, or

exercise of an option or other derivative security that was exempt

when the option or other derivative security was written or issued;

or an option or other derivative security designated by the

Securities and Exchange Commission under Section 9(b) of the

Securities Exchange Act of 1934 (15 U.S.C. Section 78i(b));

7. A security issued by a person organized and operated

exclusively for religious, educational, benevolent, fraternal,

charitable, social, athletic, or reformatory purposes, or as a

chamber of commerce, and not for pecuniary profit, no part of the

net earnings of which inures to the benefit of a private stockholder

or other person, or a security of a company that is excluded from

the definition of an investment company under Section 3(c)(10)(B) of

the Investment Company Act of 1940 (15 U.S.C. Section 80a3(c)(10)(B)); except that with respect to the offer or sale of a

note, bond, debenture, or other evidence of indebtedness issued by

such a person, a rule may be adopted under this act limiting the

availability of this exemption by classifying securities, persons,

and transactions, imposing different requirements for different

classes, specifying with respect to subparagraph b of this paragraph

the scope of the exemption, and the grounds for denial or

suspension, and requiring an issuer:

to file a notice specifying the material terms of the

proposed offer or sale and copies of any proposed

sales and advertising literature to be used and

providing that the exemption becomes effective if the

Administrator does not disallow the exemption within

the period established by the rule,

to file a request for exemption authorization for

which a rule under this title may specify the scope of

the exemption, the requirement of an offering

statement, the filing of sales and advertising

literature, the filing of consent to service of

process in compliance with Section 1-611 of this

title, and grounds for denial or suspension of the

exemption, or

to register under Section 1-304 of this title;

8. A member's or owner's interest in, or a retention

certificate or like security given in lieu of a cash patronage

dividend issued by, a cooperative organized and operated as a not

for profit membership cooperative under the cooperative laws of a

state, but not a member's or owner's interest, retention

certificate, or like security sold to persons other than bona fide

members of the cooperative; and

Oklahoma Statutes - Title 71. Securities

9. An equipment trust certificate with respect to equipment

leased or conditionally sold to a person, if any security issued by

the person would be exempt under this section or would be a federal

covered security under Section 18(b)(1) of the Securities Act of

1933 (15 U.S.C. Section 77r(b)(1)).

Added by Laws 2003, c. 347, § 6, eff. July 1, 2004. Amended by Laws

2022, c. 77, § 8, eff. Nov. 1, 2022.

§71-1-202. Exempt transactions.

The following transactions are exempt from the requirements of

Sections 1-301 and 1-504 of this title:

1. An isolated nonissuer transaction, whether or not effected

by or through a broker-dealer;

2. A nonissuer transaction by or through a broker-dealer

registered, or exempt from registration under the Oklahoma Uniform

Securities Act of 2004, and a resale transaction by a sponsor of a

unit investment trust registered under the Investment Company Act of

1940, in a security of a class that has been outstanding in the

hands of the public for at least ninety (90) days, if, at the date

of the transaction:

the issuer of the security is engaged in business, the

issuer is not in the organizational stage or in

bankruptcy or receivership, and the issuer is not a

blank check, blind pool, or shell company that has no

specific business plan or purpose or has indicated

that its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person,

the security is sold at a price reasonably related to

its current market price,

the security does not constitute the whole or part of

an unsold allotment to, or a subscription or

participation by, the broker-dealer as an underwriter

of the security or a redistribution, and

a nationally recognized securities manual or its

electronic equivalent designated by rule adopted or

order issued under this act or a record filed with the

Securities and Exchange Commission that is publicly

available contains:

(1) a description of the business and operations of

the issuer,

(2) the names of the issuer's executive officers and

the names of the issuer's directors, if any,

(3) an audited balance sheet of the issuer as of a

date within eighteen (18) months before the date

of the transaction or, in the case of a

reorganization or merger when the parties to the

Oklahoma Statutes - Title 71. Securities

reorganization or merger each had an audited

balance sheet, a pro forma balance sheet for the

combined organization, and

(4) an audited income statement for each of the

issuer's two (2) immediately previous fiscal

years or for the period of existence of the

issuer, whichever is shorter, or, in the case of

a reorganization or merger when each party to the

reorganization or merger had audited income

statements, a pro forma income statement, or

the issuer of the security has a class of equity

securities listed on a national securities exchange

registered under the Securities Exchange Act of 1934

or designated for trading on the National Association

of Securities Dealers Automated Quotation System,

unless the issuer of the security is a unit investment

trust registered under the Investment Company Act of

1940; or the issuer of the security, including its

predecessors, has been engaged in continuous business

for at least three (3) years; or the issuer of the

security has total assets of at least Two Million

Dollars ($2,000,000.00) based on an audited balance

sheet as of a date within eighteen (18) months before

the date of the transaction or, in the case of a

reorganization or merger when the parties to the

reorganization or merger each had the audited balance

sheet, a pro forma balance sheet for the combined

organization;

3. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under this act in a security

of a foreign issuer that is a margin security defined in regulations

or rules adopted by the Board of Governors of the Federal Reserve

System;

4. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in an outstanding security if the guarantor

of the security files reports with the Securities and Exchange

Commission under the reporting requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));

5. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 in a security that:

is rated at the time of the transaction by a

nationally recognized statistical rating organization

in one of its four highest rating categories, or

has a fixed maturity or a fixed interest or dividend,

if:

Oklahoma Statutes - Title 71. Securities

(1)

a default has not occurred during the current

fiscal year or within the three (3) previous

fiscal years or during the existence of the

issuer and any predecessor if less than three (3)

fiscal years, in the payment of principal,

interest, or dividends on the security, and

(2) the issuer is engaged in business, is not in the

organizational stage or in bankruptcy or

receivership, and is not and has not been within

the previous twelve (12) months a blank check,

blind pool, or shell company that has no specific

business plan or purpose or has indicated that

its primary business plan is to engage in a

merger or combination of the business with, or an

acquisition of, an unidentified person;

6. A nonissuer transaction by or through a broker-dealer

registered or exempt from registration under the Oklahoma Uniform

Securities Act of 2004 effecting an unsolicited order or offer to

purchase;

7. A nonissuer transaction executed by a bona fide pledgee

without the purpose of evading the Oklahoma Uniform Securities Act

of 2004;

8. A nonissuer transaction by a federal covered investment

adviser with investments under management in excess of One Hundred

Million Dollars ($100,000,000.00) acting in the exercise of

discretionary authority in a signed record for the account of

others;

9. A transaction in a security, whether or not the security or

transaction is otherwise exempt, in exchange for one or more bona

fide outstanding securities, claims, or property interests, or

partly in such exchange and partly for cash, if the terms and

conditions of the issuance and exchange or the delivery and exchange

and the fairness of the terms and conditions have been approved by

the Administrator after a hearing;

10. A transaction between the issuer or other person on whose

behalf the offering is made and an underwriter, or among

underwriters;

11. A transaction in a note, bond, debenture, or other evidence

of indebtedness secured by a mortgage or other security agreement

if:

the note, bond, debenture, or other evidence of

indebtedness is offered and sold with the mortgage or

other security agreement as a unit,

a general solicitation or general advertisement of the

transaction is not made, and

a commission or other remuneration is not paid or

given, directly or indirectly, to a person not

Oklahoma Statutes - Title 71. Securities

registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent;

12. A transaction by an executor, administrator of an estate,

sheriff, marshal, receiver, trustee in bankruptcy, guardian, or

conservator;

13. A sale or offer to sell to:

an institutional investor,

a federal covered investment adviser, or

any other person exempted by rule adopted or order

issued under the Oklahoma Uniform Securities Act of

2004;

14. A sale or an offer to sell securities by an issuer, if the

transaction is part of a single issue in which:

not more than twenty-five purchasers during any twelve

(12) consecutive months, other than those designated

in paragraph 13 of this section,

a general solicitation or general advertising is not

made in connection with the offer to sell or sale of

the securities,

a commission or other remuneration is not paid or

given, directly or indirectly, to a person other than

a broker-dealer registered under the Oklahoma Uniform

Securities Act of 2004 or an agent registered under

the Oklahoma Uniform Securities Act of 2004 for

soliciting a prospective purchaser in this state, and

the issuer reasonably believes that all the purchasers

in this state, other than those designated in

paragraph 13 of this section, are purchasing for

investment;

15. A transaction under an offer to existing security holders

of the issuer, including persons that at the date of the transaction

are holders of convertible securities, options, or warrants, if:

no commission or other remuneration, other than a

standby commission, is paid or given, directly or

indirectly, for soliciting a security holder in this

state, or

the issuer first files a notice specifying the terms

of the offer and the Administrator, by order, does not

disallow the exemption within the next ten (10) full

business days;

16. A sale from or in this state to not more than thirty-two

persons of a unit consisting of interests in oil, gas or mining

titles or leases or any certificate of interest or participation, or

conveyance in any form of an interest therein, or in payments out of

production pursuant to such titles or leases, whether or not offered

in conjunction with, or as an incident to, an operating agreement or

other contract to drill oil or gas wells or otherwise exploit the

Oklahoma Statutes - Title 71. Securities

minerals on the particular leases, whether or not the seller or any

buyers are then present in this state, if:

the seller reasonably believes that all buyers are

purchasing for investment,

no commission is paid or given directly or indirectly

for the solicitation of any such sale excluding any

commission paid or given by and between parties each

of whom is engaged in the business of exploring for or

producing oil and gas or other valuable minerals,

no public advertising or public solicitation is used

in any such solicitation or sale, and

sales are effected only to persons the seller has

reasonable cause to believe are capable of evaluating

the risk of the prospective investment and able to

bear the economic risk of the investment; but the

Administrator, by rule or order, as to any specific

transaction, may withdraw or further condition this

exemption or decrease the number of sales permitted or

waive the conditions in subparagraphs a, b and c of

this paragraph, with or without substitution of a

limitation on remuneration.

For purposes of this subsection, no units of the issuer shall be

integrated; however, this exemption cannot be combined or used in

conjunction with any other transactional exemption.

17. An offer to sell, but not a sale, of a security not exempt

from registration under the Securities Act of 1933 if:

a registration or offering statement or similar record

as required under the Securities Act of 1933 has been

filed, but is not effective, or the offer is made in

compliance with Rule 165 adopted under the Securities

Act of 1933 (17 C.F.R. 230.165), and

no stop order of which the offeror is aware has been

issued against the offeror by the Administrator or the

Securities and Exchange Commission, and an audit,

inspection, or proceeding that is public and that may

culminate in a stop order is not known by the offeror

to be pending;

18. An offer to sell, but not a sale, of a security exempt from

registration under the Securities Act of 1933 if:

a registration statement has been filed under this

act, but is not effective,

a solicitation of interest is provided in a record to

offerees in compliance with a rule adopted by the

Administrator under the Oklahoma Uniform Securities

Act of 2004, and

a stop order of which the offeror is aware has not

been issued by the Administrator under the Oklahoma

Oklahoma Statutes - Title 71. Securities

Uniform Securities Act of 2004 and an audit,

inspection, or proceeding that may culminate in a stop

order is not known by the offeror to be pending;

19. A transaction involving the distribution of the securities

of an issuer to the security holders of another person in connection

with a merger, consolidation, exchange of securities, sale of

assets, or other reorganization to which the issuer, or its parent

or subsidiary and the other person, or its parent or subsidiary, are

parties if:

the securities to be distributed are registered under

the Securities Act of 1933 before the vote by security

holders on the transaction, or

the securities to be distributed are not required to

be registered under the Securities Act of 1933,

written notice of the transaction and a copy of the

materials, if any, by which approval of the

transaction will be solicited from such security

holders is given to the Administrator at least ten

(10) full business days before the vote by security

holders on the transaction and the Administrator does

not commence a proceeding to deny the exemption within

the next ten (10) full business days; however, such

notice shall not be required if the sole purpose of

the transaction is to change an issuer's domicile

solely within the United States;

20. A rescission offer, sale, or purchase under Section 1-510

of this title;

21. An offer or sale of a security through a broker-dealer

registered under the Oklahoma Uniform Securities Act of 2004 to a

person not a resident of this state and not present in this state if

the offer or sale does not constitute a violation of the laws of the

state or foreign jurisdiction in which the offeree or purchaser is

present and is not part of an unlawful plan or scheme to evade the

Oklahoma Uniform Securities Act of 2004;

22. Employees' stock purchase, savings, option, profit-sharing,

pension, or similar employees' benefit plan, including any

securities, plan interests, and guarantees issued under a

compensatory benefit plan or compensation contract, contained in a

record, established by the issuer, its parents, its majority-owned

subsidiaries, or the majority-owned subsidiaries of the issuer's

parent for the participation of their employees including offers or

sales of such securities to:

directors; general partners; trustees, if the issuer

is a business trust; officers; consultants; and

advisors,

family members who acquire such securities from those

persons through gifts or domestic relations orders,

Oklahoma Statutes - Title 71. Securities

former employees, directors, general partners,

trustees, and officers if those individuals were

employed by or providing services to the issuer when

the securities were offered, and

insurance agents who are exclusive insurance agents of

the issuer, or the issuer's subsidiaries or parents,

or who derive more than fifty percent (50%) of their

annual income from those organizations;

23. A transaction involving:

a stock dividend or equivalent equity distribution,

whether the corporation or other business organization

distributing the dividend or equivalent equity

distribution is the issuer or not, if nothing of value

is given by stockholders or other equity holders for

the dividend or equivalent equity distribution other

than the surrender of a right to a cash or property

dividend if each stockholder or other equity holder

may elect to take the dividend or equivalent equity

distribution in cash, property, or stock,

an act incident to a judicially approved

reorganization in which a security is issued in

exchange for one or more outstanding securities,

claims, or property interests, or partly in such

exchange and partly for cash, or

the solicitation of tenders of securities by an

offeror in a tender offer in compliance with Rule 162

adopted under the Securities Act of 1933 (17 C.F.R.

230.162);

24. A nonissuer transaction in an outstanding security by or

through a broker-dealer registered or exempt from registration under

this act, if the issuer is a reporting issuer in a foreign

jurisdiction designated by this paragraph or by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004; has

been subject to continuous reporting requirements in the foreign

jurisdiction for not less than one hundred eighty (180) days before

the transaction; and the security is listed on the foreign

jurisdiction's securities exchange that has been designated by this

paragraph or by rule adopted or order issued under the Oklahoma

Uniform Securities Act of 2004, or is a security of the same issuer

that is of senior or substantially equal rank to the listed security

or is a warrant or right to purchase or subscribe to any of the

foregoing. For purposes of this paragraph, Canada, together with

its provinces and territories, is a designated foreign jurisdiction

and The Toronto Stock Exchange, Inc., is a designated securities

exchange. After an administrative hearing in compliance with the

Administrative Procedures Act, the Administrator, by rule adopted or

order issued under the Oklahoma Uniform Securities Act of 2004, may

Oklahoma Statutes - Title 71. Securities

revoke the designation of a securities exchange under this

paragraph, if the Administrator finds that revocation is necessary

or appropriate in the public interest and for the protection of

investors; or

25. A sale or offer to sell a security by an issuer if:

the issuer is a corporation or other business entity

residing in and doing business in this state and the

transaction meets the requirements of the federal

exemption for intrastate offerings in Section 3(a)(11)

of the Securities Act of 1933, 15 U.S.C. 77c(a)(11)

and Rule 147A adopted under the Securities Act of 1933

(17 C.F.R. 230.147A) and as such the securities shall

be sold only to persons who are residents of this

state at the time of purchase,

the sum of all cash and other consideration to be

received for the sale of securities in reliance on

this exemption shall be limited to Five Million

Dollars ($5,000,000.00),

the aggregate value of securities sold under this

exemption by an issuer to any one person does not

exceed Five Thousand Dollars ($5,000.00) unless the

purchaser is an accredited investor as that term is

defined by Rule 501 of Regulation D of the Securities

Act of 1933 (17 C.F.R. 230.501),

a commission or other renumeration is not paid or

given, directly or indirectly, to a person not

registered under the Oklahoma Uniform Securities Act

of 2004 as a broker-dealer or as an agent,

the issuer reasonably believes that all purchasers are

purchasing for investment and not for sale in

connection with a distribution of the security,

the issuer distributes to prospective purchasers a

disclosure document containing the information set

forth by rule adopted under the Oklahoma Uniform

Securities Act of 2004,

the issuer, at least ten (10) business days prior to a

sale, files a notice of exemption with the Department

accompanied by the disclosure document required by

paragraph f of this subsection, and the filing fee set

forth in the Oklahoma Uniform Securities Act of 2004,

pursuant to Section 1-612 of Title 71 of the Oklahoma

Statutes,

the issuer files with the Department, for as long as

the offering is continuing, quarterly and fiscal yearend reports containing any changes to information that

has become inaccurate or incomplete in any material

Oklahoma Statutes - Title 71. Securities

respect including, but not limited to, the most recent

financial statements, and

the issuer holds funds received from sales made in

reliance on this exemption in an escrow account

established in a bank or depository institution

authorized to do business in this state and subject to

regulation under the laws of the United States or

under the laws of this state until the aggregate funds

raised from all purchases is equal to or greater than

the minimum target offering amount specified in the

disclosure document. All funds shall be used in

accordance with the representations made by the issuer

in the disclosure document required by subparagraph f

of this paragraph.

Notwithstanding the foregoing provisions of this subsection, an

issuer shall be prohibited from offering securities under this

subsection if the issuer or any of its principals or control

persons:

(1) within the last five (5) years has filed a

registration statement that is the subject of a

currently effective registration stop order

entered by any state securities administrator or

the Securities and Exchange Commission,

(2) within the last five (5) years has been convicted

of any criminal offense in connection with the

offer, purchase, or sale of any security or

involving fraud or deceit,

(3) is currently subject to any state or federal

administrative enforcement order or judgment

entered within the last five (5) years finding

fraud or deceit in connection with the purchase

or sale of any security, or

(4) is currently subject to any order, judgment or

decree of any court of competent jurisdiction

entered within the last five (5) years

temporarily, preliminarily or permanently

restraining or enjoining such party from engaging

in or continuing to engage in any conduct or

practice involving fraud or deceit in connection

with the purchase or sale of any security.

Nothing in this subsection prohibits the use of general

solicitation or general advertising in connection with the exemption

under this subsection.

As to a particular offering, the Administrator may by rule or

order withdraw or further condition the exemption under this

subsection.

Oklahoma Statutes - Title 71. Securities

Added by Laws 2003, c. 347, § 7, eff. July 1, 2004. Amended by Laws

2021, c. 55, § 1, emerg. eff. April 19, 2021; Laws 2022, c. 77, § 9,

eff. Nov. 1, 2022.

§71-1-203. Additional exemptions and waivers.

A rule adopted or order issued under this act may exempt a

security, transaction, or offer; a rule under this act may exempt a

class of securities, transactions, or offers from any or all of the

requirements of Sections 1-301 through 1-305 and 1-504 of this

title; and an order under this act may waive, in whole or in part,

any or all of the conditions for an exemption or offer under

Sections 1-201 and 1-202 of this title.

Added by Laws 2003, c. 347, § 8, eff. July 1, 2004. Amended by Laws

2022, c. 77, § 10, eff. Nov. 1, 2022.

§71-1-204. Denial, suspension of application, revocation,

condition, or limitation of exemptions.

A. Except with respect to a federal covered security or a

transaction involving a federal covered security, an order under

this act may deny, suspend application of, condition, limit, or

revoke an exemption created under subparagraph c or d of paragraph 3

of Section 1-201 of this title, or paragraph 7 or 8 of Section 1-201

of this title or Section 1-202 of this title or an exemption or

waiver created under Section 1-203 of this title with respect to a

specific security, transaction, or offer. An order under this

section may be issued only pursuant to the procedures in subsection

D of Section 1-306 or Section 1-604 of this title and only

prospectively.

B. A person does not violate Section 1-301, 1-504 or 1-510 of

this title by an offer to sell, offer to purchase, sale, or purchase

effected after the entry of an order issued under this section if

the person did not know, and in the exercise of reasonable care

could not have known, of the order.

Added by Laws 2003, c. 347, § 9, eff. July 1, 2004. Amended by Laws

2022, c. 77, § 11, eff. Nov. 1, 2022.

§71-1-301. Securities registration requirement.

It is unlawful and shall be deemed a Class C2 felony offense 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 Sections 1-201 through 1-203 of this title; or

3. The security is registered under this title.

Added by Laws 2003, c. 347, § 10, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 12, eff. Nov. 1, 2022; Laws 2025, c. 486, § 285,

eff. Jan. 1, 2026.

Oklahoma Statutes - Title 71. Securities

§71-1-302. Federal covered security – Notice filing.

A. With respect to a federal covered security, as defined in

Section 18(b)(2) of the Securities Act of 1933, (15 U.S.C. Section

77r(b)(2)), that is not otherwise exempt under Sections 1-201

through 1-203 of this title, the issuer shall file a notice with the

Administrator prior to an offer in this state. A separate notice

shall be filed for each class of an issuer's securities offered in

this state. Each notice shall be for an indefinite amount of

securities. A notice, or renewal thereof, shall be accompanied by

the filing fee set forth in Section 1-612 of this title. The

Administrator may, by rule or order, prescribe notice filing and

renewal requirements, and the requirements for filing of reports of

the dollar amount of securities sold or offered to be sold to

persons located in this state.

B. A notice filing under subsection A of this section is

effective for one (1) year commencing on the later of the notice

filing or the effectiveness of the offering filed with the

Securities and Exchange Commission. On or before expiration, the

issuer may renew a notice filing by filing a copy of those records

filed by the issuer with the Securities and Exchange Commission that

are required by rule or order under this act to be filed and by

paying a renewal fee as provided in Section 1-612 of this title. A

previously filed consent to service of process complying with

Section 1-611 of this title may be incorporated by reference in a

renewal. A renewed notice filing becomes effective upon the

expiration of the filing being renewed.

C. 1. With respect to a security that is a federal covered

security under Section 18(b)(4)(F) of the Securities Act of 1933,

(15 U.S.C. Section 77r(b)(4)(F)), a notice filing is required and

shall be accompanied by the payment of the fee set forth in Section

1-612 of this title. The Administrator shall designate the content

and timing of the notice filing by rule.

2. With respect to a security that is a federal covered

security under Section 18(b)(4)(D)(ii) of the Securities Act of

1933, (15 U.S.C. Section 77r(b)(4)(D)(ii)), a notice filing is

required and shall be accompanied by the payment of the fee set

forth in Section 1-612 of this title. The Administrator shall

designate the content and timing of the notice filing by rule.

D. Except with respect to a federal covered security under

Section 18(b)(1) of the Securities Act of 1933, (15 U.S.C. Section

77r(b)(1)), if the Administrator finds that there is a failure to

comply with a notice or fee requirement of this section, the

Administrator may issue a stop order suspending the offer and sale

of a federal covered security in this state. If the deficiency is

corrected, the stop order is void as of the time of its issuance and

no penalty may be imposed by the Administrator.

Oklahoma Statutes - Title 71. Securities

Added by Laws 2003, c. 347, § 11, eff. July 1, 2004. Amended by

Laws 2016, c. 107, § 1, eff. Nov. 1, 2016; Laws 2022, c. 77, § 13,

eff. Nov. 1, 2022.

§71-1-303. Securities registration by coordination.

A. A 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 under this section.

B. A registration statement under this section must contain or

be accompanied by the following records in addition to the

information specified in Section 1-305 of this title and a consent

to service of process complying with Section 1-611 of this title:

1. A copy of the latest form of prospectus filed under the

Securities Act of 1933;

2. A copy of the articles of incorporation and bylaws or their

substantial equivalents currently in effect; a copy of any agreement

with or among underwriters; a copy of any indenture or other

instrument governing the issuance of the security to be registered;

and a specimen, copy, or description of the security that is

required by rule adopted or order issued under this act;

3. Copies of any other information or any other records filed

by the issuer under the Securities Act of 1933 requested by the

Administrator; and

4. An undertaking to forward each amendment to the federal

prospectus, other than an amendment that delays the effective date

of the registration statement, promptly after it is filed with the

Securities and Exchange Commission and in any event not later than

the first business day after the day the amendment is forwarded to

or filed with the Securities and Exchange Commission, whichever

first occurs.

C. A registration statement under this section becomes

effective simultaneously with or subsequent to the federal

registration statement when all the following conditions are

satisfied:

1. A stop order under subsection D of this section or Section

1-306 of this title or issued by the Securities and Exchange

Commission is not in effect and a proceeding is not pending against

the issuer under Section 1-306 of this title; and

2. The registration statement has been on file for at least

twenty (20) days or a shorter period provided by rule adopted or

order issued under this act.

D. The registrant shall promptly notify the Administrator in a

record of the date when the federal registration statement becomes

effective and the content of any price amendment and shall promptly

file a record containing the price amendment. If the notice is not

timely received, the Administrator may issue a stop order, without

prior notice or hearing, retroactively denying effectiveness to the

Oklahoma Statutes - Title 71. Securities

registration statement or suspending its effectiveness until

compliance with this section. The Administrator shall promptly

notify the registrant of the order by telegram, telephone, or

electronic means and promptly confirm this notice by a record. If

the registrant subsequently complies with the notice requirements of

this section, the stop order is void as of the date of its issuance.

E. If the federal registration statement becomes effective

before each of the conditions in this section is satisfied or is

waived by the Administrator, the registration statement is

automatically effective under this act when all the conditions are

satisfied or waived. If the registrant notifies the Administrator

of the date when the federal registration statement is expected to

become effective, the Administrator shall promptly notify the

registrant by telegram, telephone, or electronic means and promptly

confirm this notice by a record, indicating whether all the

conditions are satisfied or waived and whether the Administrator

intends the institution of a proceeding under Section 1-306 of this

title. The notice by the Administrator does not preclude the

institution of such a proceeding.

Added by Laws 2003, c. 347, § 12, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 14, eff. Nov. 1, 2022.

§71-1-304. Securities registration by qualification.

A. A security may be registered by qualification under this

section.

B. A registration statement under this section must contain the

information or records specified in Section 1-305 of this title, a

consent to service of process complying with Section 1-611 of this

title, and the following information or records:

1. With respect to the issuer and any significant subsidiary,

its name, address, and form of organization; the state or foreign

jurisdiction and date of its organization; the general character and

location of its business; a description of its physical properties

and equipment; and a statement of the general competitive conditions

in the industry or business in which it is or will be engaged;

2. With respect to each director and officer of the issuer, and

other person having a similar status or performing similar

functions, the person's name, address, and principal occupation for

the previous five (5) years; the amount of securities of the issuer

held by the person as of the 30th day before the filing of the

registration statement; the amount of the securities covered by the

registration statement to which the person has indicated an

intention to subscribe; and a description of any material interest

of the person in any material transaction with the issuer or a

significant subsidiary effected within the previous three (3) years

or proposed to be effected;

Oklahoma Statutes - Title 71. Securities

3. With respect to persons covered by paragraph 2 of this

subsection, the aggregate sum of the remuneration paid to those

persons during the previous twelve (12) months and estimated to be

paid during the next twelve (12) months, directly or indirectly, by

the issuer, and all predecessors, parents, subsidiaries, and

affiliates of the issuer;

4. With respect to a person owning of record or owning

beneficially, if known, ten percent (10%) or more of the outstanding

shares of any class of equity security of the issuer, the

information or records specified in paragraph 2 of this subsection

other than the person's occupation;

5. With respect to a promoter, if the issuer was organized

within the previous three (3) years, the information or records

specified in paragraph 2 of this subsection, any amount paid to the

promoter within that period or intended to be paid to the promoter,

and the consideration for the payment;

6. With respect to a person on whose behalf any part of the

offering is to be made in a nonissuer distribution, the person's

name and address; the amount of securities of the issuer held by the

person as of the date of the filing of the registration statement; a

description of any material interest of the person in any material

transaction with the issuer or any significant subsidiary effected

within the previous three (3) years or proposed to be effected; and

a statement of the reasons for making the offering;

7. The capitalization and long term debt, on both a current and

pro forma basis, of the issuer and any significant subsidiary,

including a description of each security outstanding or being

registered or otherwise offered, and a statement of the amount and

kind of consideration, whether in the form of cash, physical assets,

services, patents, goodwill, or anything else of value, for which

the issuer or any subsidiary has issued its securities within the

previous two (2) years or is obligated to issue its securities;

8. The kind and amount of securities to be offered; the

proposed offering price or the method by which it is to be computed;

any variation at which a proportion of the offering is to be made to

a person or class of persons other than the underwriters, with a

specification of the person or class; the basis on which the

offering is to be made if otherwise than for cash; the estimated

aggregate underwriting and selling discounts or commissions and

finders' fees, including separately cash, securities, contracts, or

anything else of value to accrue to the underwriters or finders in

connection with the offering or, if the selling discounts or

commissions are variable, the basis of determining them and their

maximum and minimum amounts; the estimated amounts of other selling

expenses, including legal, engineering, and accounting charges; the

name and address of each underwriter and each recipient of a

finder's fee; a copy of any underwriting or selling group agreement

Oklahoma Statutes - Title 71. Securities

under which the distribution is to be made or the proposed form of

any such agreement whose terms have not yet been determined; and a

description of the plan of distribution of any securities that are

to be offered otherwise than through an underwriter;

9. The estimated monetary proceeds to be received by the issuer

from the offering; the purposes for which the proceeds are to be

used by the issuer; the estimated amount to be used for each

purpose; the order or priority in which the proceeds will be used

for the purposes stated; the amounts of any funds to be raised from

other sources to achieve the purposes stated; the sources of the

funds; and, if a part of the proceeds is to be used to acquire

property, including goodwill, otherwise than in the ordinary course

of business, the names and addresses of the vendors, the purchase

price, the names of any persons that have received commissions in

connection with the acquisition, and the amounts of the commissions

and other expenses in connection with the acquisition, including the

cost of borrowing money to finance the acquisition;

10. A description of any stock options or other security

options outstanding, or to be created in connection with the

offering, and the amount of those options held or to be held by each

person required to be named in paragraph 2, 4, 5, 6 or 8 of this

subsection and by any person that holds or will hold ten percent

(10%) or more in the aggregate of those options;

11. The dates of, parties to, and general effect concisely

stated of each managerial or other material contract made or to be

made otherwise than in the ordinary course of business to be

performed in whole or in part at or after the filing of the

registration statement or that was made within the previous two (2)

years, and a copy of the contract;

12. A description of any pending litigation, action, or

proceeding to which the issuer is a party and that materially

affects its business or assets, and any litigation, action, or

proceeding known to be contemplated by governmental authorities;

13. A copy of any prospectus, pamphlet, circular, form letter,

advertisement, or other sales literature intended as of the

effective date to be used in connection with the offering and any

solicitation of interest used in compliance with subparagraph b of

paragraph 18 of Section 1-202 of this title;

14. A specimen or copy of the security being registered, unless

the security is uncertificated; a copy of the issuer's articles of

incorporation and bylaws or their substantial equivalents, in

effect; and a copy of any indenture or other instrument covering the

security to be registered;

15. A signed or conformed copy of an opinion of counsel

concerning the legality of the security being registered, with an

English translation if it is in a language other than English, which

states whether the security when sold will be validly issued, fully

Oklahoma Statutes - Title 71. Securities

paid, and nonassessable and, if a debt security, a binding

obligation of the issuer;

16. A signed or conformed copy of a consent of any accountant,

engineer, appraiser, or other person whose profession gives

authority for a statement made by the person, if the person is named

as having prepared or certified a report or valuation, other than an

official record, that is public, which is used in connection with

the registration statement;

17. A balance sheet of the issuer as of a date within four (4)

months before the filing of the registration statement; a statement

of income and changes in financial position for each of the three

(3) fiscal years preceding the date of the balance sheet and for any

period between the close of the immediately previous fiscal year and

the date of the balance sheet, or for the period of the issuer's and

any predecessor's existence if less than three (3) years; and, if

any part of the proceeds of the offering is to be applied to the

purchase of a business, the financial statements that would be

required if that business were the registrant; and

18. Any additional information or records required by rule

adopted or order issued under this act.

C. A registration statement under this section becomes

effective thirty (30) days, or any shorter period provided by rule

adopted or order issued under this act, after the date the

registration statement or the last amendment other than a price

amendment is filed, if:

1. A stop order is not in effect and a proceeding is not

pending under Section 1-306 of this title;

2. The Administrator has not issued an order under Section 1306 of this title postponing effectiveness; and

3. The applicant or registrant has not requested that

effectiveness be delayed.

D. The Administrator may delay effectiveness once for not more

than ninety (90) days if the Administrator determines the

registration statement is not complete in all material respects and

promptly notifies the applicant or registrant of that determination.

The Administrator may also delay effectiveness for a further period

of not more than thirty (30) days if the Administrator determines

that the delay is necessary or appropriate.

E. A rule adopted or order issued under this act may require as

a condition of registration under this section that a prospectus

containing a specified part of the information or record specified

in subsection B of this section be sent or given to each person to

which an offer is made, before or concurrently, with the earliest

of:

1. The first offer made in a record to the person otherwise

than by means of a public advertisement, by or for the account of

the issuer or another person on whose behalf the offering is being

Oklahoma Statutes - Title 71. Securities

made or by an underwriter or broker-dealer that is offering part of

an unsold allotment or subscription taken by the person as a

participant in the distribution;

2. The confirmation of a sale made by or for the account of the

person;

3. Payment pursuant to such a sale; or

4. Delivery of the security pursuant to such a sale.

Added by Laws 2003, c. 347, § 13, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 15, eff. Nov. 1, 2022.

§71-1-305. Registration filings.

A. A registration statement may be filed by the issuer, a

person on whose behalf the offering is to be made, or a brokerdealer registered under this act.

B. A person filing a registration statement shall pay the

filing fee set forth in Section 1-612 of this title. If a

registration statement is withdrawn before the effective date or a

preeffective stop order is issued under Section 1-306 of this title,

the Administrator shall retain the fee.

C. A registration statement filed under Section 1-303 and 1-304

of this title must specify:

1. The amount of securities to be offered in this state;

2. The states in which a registration statement or similar

record in connection with the offering has been or is to be filed;

and

3. Any adverse order, judgment, or decree issued in connection

with the offering by a state securities regulator, the Securities

and Exchange Commission, or a court.

D. A record filed under this act within five (5) years

preceding the filing of a registration statement may be incorporated

by reference in the registration statement to the extent that the

record is currently accurate.

E. In the case of a nonissuer distribution, information or a

record may not be required under subsection I of this section or

Section 1-304 of this title, unless it is known to the person filing

the registration statement or to the person on whose behalf the

distribution is to be made or unless it can be furnished by those

persons without unreasonable effort or expense.

F. A rule adopted or order issued under this act may require as

a condition of registration that a security issued within the

previous five (5) years or to be issued to a promoter for a

consideration substantially less than the public offering price or

to a person for a consideration other than cash be deposited in

escrow; and that the proceeds from the sale of the registered

security in this state be impounded until the issuer receives a

specified amount from the sale of the security either in this state

or elsewhere. The conditions of any escrow or impoundment required

Oklahoma Statutes - Title 71. Securities

under this subsection may be established by rule adopted or order

issued under this act, but the Administrator may not reject a

depository institution solely because of its location in another

state.

G. A rule adopted or order issued under this act may require as

a condition of registration that a security registered under this

act be sold only on a specified form of subscription or sale

contract and that a signed or conformed copy of each contract be

filed under this act or preserved for a period specified by the rule

or order, which may not be longer than five (5) years.

H. Except while a stop order is in effect under Section 1-306

of this title, a registration statement is effective for one (1)

year after its effective date, or for any longer period designated

in an order under this act during which the security is being

offered or distributed in a nonexempted transaction by or for the

account of the issuer or other person on whose behalf the offering

is being made or by an underwriter or broker-dealer that is still

offering part of an unsold allotment or subscription taken as a

participant in the distribution. For the purposes of a nonissuer

transaction, all outstanding securities of the same class identified

in the registration statement as a security registered under this

act are considered to be registered while the registration statement

is effective. If any securities of the same class are outstanding,

a registration statement may not be withdrawn until one (1) year

after its effective date. A registration statement may be withdrawn

only with the approval of the Administrator.

I. While a registration statement is effective, the person that

filed the registration statement shall file reports, not more often

than quarterly, to keep the information or other record in the

registration statement reasonably current and to disclose the

progress of the offering.

J. A registration statement may be amended after its effective

date. The posteffective amendment becomes effective when the

Administrator so orders. If a posteffective amendment is made to

increase the number of securities specified to be offered or sold,

the person filing the amendment shall pay a registration fee as

provided in Section 1-612 of this title. A posteffective amendment

relates back to the date of the offering of the additional

securities being registered if, within one (1) year after the date

of the sale, the amendment is filed and the additional registration

fee is paid.

K. The records of an issuer registered or required to be

registered under this act are subject to such reasonable periodic,

special, or other audits or inspections by a representative of the

Administrator, within or without this state, as the Administrator

considers necessary or appropriate in the public interest and for

the protection of investors. An audit or inspection may be made at

Oklahoma Statutes - Title 71. Securities

any time and without prior notice. The Administrator may copy, and

remove for audit or inspection copies of, all records the

Administrator reasonably considers necessary or appropriate to

conduct the audit or inspection. The Administrator may assess a

reasonable charge for conducting an audit or inspection under this

subsection.

Added by Laws 2003, c. 347, § 14, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 16, eff. Nov. 1, 2022.

§71-1-306. Denial, suspension, or revocation of effectiveness of

registration statement.

A. The Administrator may issue a stop order denying

effectiveness to, or suspending or revoking the effectiveness of, a

registration statement if the Administrator finds that the order is

in the public interest and that:

1. The registration statement as of its effective date or

before the effective date in the case of an order denying

effectiveness, an amendment under subsection J of Section 1-305 of

this title as of its effective date, or a report under subsection I

of Section 1-305 of this title, is incomplete in a material respect

or contains a statement that, in the light of the circumstances

under which it was made, was false or misleading with respect to a

material fact;

2. This act or a rule adopted or order issued under this act or

a condition imposed under this act has been willfully violated, in

connection with the offering, by the person filing the registration

statement; by the issuer, a partner, officer, or director of the

issuer or a person having a similar status or performing a similar

function, a promoter of the issuer, or a person directly or

indirectly controlling or controlled by the issuer, but only if the

person filing the registration statement is directly or indirectly

controlled by or acting for the issuer; or by an underwriter;

3. The security registered or sought to be registered is the

subject of a permanent or temporary injunction of a court of

competent jurisdiction or an administrative stop order or similar

order issued under any federal, foreign, or state law other than

this act applicable to the offering, but the Administrator may not

institute a proceeding against an effective registration statement

under this paragraph more than one (1) year after the date of the

order or injunction on which it is based, and the Administrator may

not issue an order under this paragraph on the basis of an order or

injunction issued under the securities act of another state unless

the order or injunction was based on conduct that would constitute,

as of the date of the order, a ground for a stop order under this

section;

4. The issuer's enterprise or method of business includes or

would include activities that are unlawful where performed;

Oklahoma Statutes - Title 71. Securities

5. With respect to a security sought to be registered under

Section 1-303 of this title, there has been a failure to comply with

the undertaking required by paragraph 4 of subsection B of Section

1-303 of this title;

6. The applicant or registrant has not paid the filing fee, but

the Administrator shall void the order if the deficiency is

corrected; or

7. The offering:

will work or tend to work a fraud upon purchasers or

would so operate, or

has been or would be made or is being made with

unreasonable amounts of underwriters' and sellers'

discounts, commissions, or other compensation;

promoters' profits or participation; or unreasonable

amounts or kinds of options, profits, compensation, or

remuneration paid directly or indirectly to any

officer, director, employee, contractor or agent.

B. To the extent practicable, the Administrator by rule adopted

or order issued under this act shall publish standards that provide

notice of conduct that violates paragraph 7 of subsection A of this

section.

C. The Administrator may not institute a stop order proceeding

against an effective registration statement on the basis of conduct

or a transaction known to the Administrator when the registration

statement became effective unless the proceeding is instituted

within thirty (30) days after the registration statement became

effective.

D. The Administrator may summarily revoke, deny, postpone, or

suspend the effectiveness of a registration statement pending final

determination of an administrative proceeding. Upon the issuance of

the order, the Administrator shall promptly notify each person

specified in subsection E of this section that the order has been

issued, the reasons for the revocation, denial, postponement, or

suspension, and that within fifteen (15) days after the receipt of a

request in a record from the person the matter will be scheduled for

a hearing and such hearing shall be commenced within fifteen (15)

days of the matter being set for hearing. If a hearing is not

requested and none is ordered by the Administrator, within thirty

(30) days after the date of service of the order, the order becomes

final. If a hearing is requested or ordered, the Administrator,

after notice of and opportunity for hearing for each person subject

to the order, may modify or vacate the order or extend the order

until final determination.

E. Unless the right to notice and hearing is waived, a stop

order may not be issued under this section without:

Oklahoma Statutes - Title 71. Securities

1. Appropriate notice to the applicant or registrant, the

issuer, and the person on whose behalf the securities are to be or

have been offered;

2. An opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act.

F. The Administrator may modify or vacate a stop order issued

under this section if the Administrator finds that the conditions

that caused its issuance have changed or that it is necessary or

appropriate in the public interest or for the protection of

investors.

Added by Laws 2003, c. 347, § 15, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 17, eff. Nov. 1, 2022.

§71-1-307. Waiver or modification.

The Administrator may waive or modify, in whole or in part, any

or all of the requirements of Sections 1-302, 1-303, and subsection

B of Section 1-304 of this title or the requirement of any

information or record in a registration statement or in a periodic

report filed pursuant to subsection I of Section 1-305 of this

title.

Added by Laws 2003, c. 347, § 16, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 18, eff. Nov. 1, 2022.

§71-1-308. Investment certificate issuers - Registration

requirements.

A. In addition to all other applicable registration provisions

specified in this act, investment certificate issuers are subject to

the provisions of this section. As used in this section:

1. "Investment certificate" means thrift certificates,

certificates of deposit, savings obligations and similar

certificates or obligations issued and sold by an investment

certificate issuer as defined in paragraph 2 of this subsection; and

2. "Investment certificate issuer" means any financial

institution or person, other than a federally or state chartered

bank, bank holding company, trust company or savings and loan

association, or any credit union, which accepts investor funds or

deposits in exchange for the issuance of investment certificates;

provided, however, the term "investment certificate issuer" shall

not include a financial institution or person which, as of November

1, 1985, issued only the following securities:

investment certificates exempt under the provisions of

Sections 1-201 through 1-203 of this title,

investment certificates registered by coordination

under Section 1-303 of this title, or

any other security as to which the Administrator, by

rule or order, finds that registration is not

Oklahoma Statutes - Title 71. Securities

necessary or appropriate for the protection of

investors.

Nothing contained in this act shall be construed as precluding

an investment certificate issuer from qualifying for and relying

upon any of the exemptions from the provisions of Sections 1-301 and

1-504 of this title as contained in Sections 1-201 through 1-203 of

this title.

B. In addition to other powers conferred by this act, the

Administrator shall have power to require an investment certificate

issuer to:

1. Cause its books and records to be made available at its

offices and to provide to the Department a trial balance within five

(5) days of the commencement of any examination. The books and

records shall be audited at least once each year by an independent

certified public accountant in accordance with generally accepted

auditing standards, and the report thereof, including financial

statements prepared in accordance with generally accepted accounting

principles, furnished to the Administrator in such form as he or she

may require;

2. Observe methods and standards, including classification

standards of loans, which the Administrator may prescribe by rule

adopted and promulgated pursuant to the Administrative Procedures

Act for determining the value of various types of assets;

3. Maintain its accounting systems and procedures in accordance

with such regulations as adopted and promulgated by the

Administrator pursuant to the Administrative Procedures Act;

provided, the accounting system required shall have due regard to

the size of the investment certificate issuer;

4. Charge off the whole or any part of an asset, the value of

which, at the time of the Administrator's action, has deteriorated

for reasons set forth by the Administrator by rule adopted and

promulgated pursuant to the Administrative Procedures Act; and

5. Write down an asset to market value as prescribed by the

Administrator by rule adopted and promulgated pursuant to the

Administrative Procedures Act.

C. Every investment certificate issuer shall obtain from the

Administrator a written acknowledgment, issued in accordance with

procedures adopted and promulgated pursuant to the Administrative

Procedures Act, that the investment certificate issuer engages in

the business of accepting investor funds or deposits in exchange for

the issuance of investment certificates. Any investment certificate

issuer who obtains such an acknowledgment shall be subject to this

section and shall possess all the rights, powers and privileges and

shall be subject to all of the duties, restrictions and limitations

contained herein. No company or person who fails to obtain such

acknowledgment within ninety (90) days of the effective date of the

adoption by the Administrator of procedures governing the issuance

Oklahoma Statutes - Title 71. Securities

of a written acknowledgment shall possess or exercise, unless

expressly given and possessed or exercised under other laws, any of

the benefits, rights, powers or privileges which are herein

conferred on investment certificate issuers. Any company or person

who fails to obtain a written acknowledgment as described herein may

not engage in the business of issuing investment certificates.

D. Any officer, director or employee of an investment

certificate issuer found by the Administrator to be dishonest,

reckless, unfit to participate in the conduct of the affairs of the

institution, or practicing a continuing disregard or violation of

laws, rules, regulations or orders which are likely to cause

substantial loss to the company or likely to seriously weaken the

condition of the company shall be removed immediately from office by

the board of directors of the investment certificate issuer of which

he or she is an officer, director or employee, on the written order

of the Administrator; provided, that the investment certificate

issuer or officer, employee, or director may within ten (10) days

file a notice of protest for the removal with the Commission, and as

soon as possible thereafter, the Commission will review the order of

the Administrator and make findings as it deems proper, and that,

pending said time, the officer, employee or director shall not

perform any of the duties of his office.

E. An investment certificate issuer shall not, without the

consent of the Administrator:

1. Make a loan to any of its stockholders owning twenty-five

percent (25%) or more of the stock of the investment certificate

issuer, or its officers or directors;

2. Make a loan to any employee in excess of Ten Thousand

Dollars ($10,000.00); or

3. Make a loan to or other investment in or purchase any asset

from any company in which any of its officers, directors or

stockholders may have any direct or indirect interest, unless made

in an arm's length transaction.

F. An investment certificate issuer shall not, without the

consent of the Administrator:

1. Lend money in excess of ten percent (10%) of its

shareholders' equity to any person, association, partnership or

corporation liable for such obligations; provided, however, that

this limitation does not apply to the purchase of investment

securities; or

2. Engage in, or acquire any interest in, any business

prohibited to a bank chartered under the laws of this state.

G. The shareholders' equity of an investment certificate issuer

shall not be less than ten percent (10%) of the investment

certificates outstanding. Provided, an investment certificate

issuer lawfully incorporated and operating in this state on or

before November 1, 1985, with less than the above specified

Oklahoma Statutes - Title 71. Securities

shareholders' equity shall, at the beginning of each fiscal year

thereafter, increase its shareholders' equity by a minimum of onefourth (1/4) the difference between its shareholders' equity on

November 1, 1985, and the above specified amount until such time as

its shareholders' equity equals or exceeds the amount specified

above. For purposes of computing the shareholders' equity, the

reserve against bad debts shall be included.

H. Every investment certificate issuer shall maintain a reserve

against bad debts in an amount required by the Administrator by rule

adopted and promulgated pursuant to the Administrative Procedures

Act, but in no event shall the reserve against bad debts be less

than two percent (2%) of total loans outstanding.

I. If the Administrator finds the capital of an investment

certificate issuer to be impaired according to the standard set

forth in subsection G of this section, the Administrator may:

1. Give notice of the impairment to the directors and

shareholders of the investment certificate issuer and levy an

assessment in a designated amount upon the holders of record of the

investment certificate issuer's stock to remedy an impairment of

capital. Upon receipt of an order to levy an assessment, the

directors shall cause to be sent to all holders of stock, at their

addresses as listed on the books of the investment certificate

issuer, a notice of the amount of the assessment and a copy of this

subsection. If an assessment is not paid within ninety (90) days

after the order is mailed, the Administrator, at his or her

discretion, may offer the shares of the defaulting stockholders for

sale at public auction at a price which shall not be less than the

amount of the assessment and the cost of the sale; or

2. Apply to the district court of any county where the assets

of the investment certificate issuer are located for an order

appointing a conservator of, and directing him to rehabilitate, the

investment certificate issuer. If all reasonable efforts to

rehabilitate the investment certificate issuer fail, the

Administrator may apply to the court for an order directing the

appointment of a liquidator to dissolve any such issuer and

liquidate its assets. All rights and interests of the stockholders

in the stock, property and assets of such investment certificate

issuer are thereby terminated except the rights of stockholders to

the proceeds of liquidation, if any, after all other valid claims,

including interest, against the assets of the investment certificate

issuer and the proceeds of liquidation have been satisfied. The

conservator or liquidator appointed under this subsection shall meet

qualifications established by the Administrator by rule adopted and

promulgated pursuant to the Administrative Procedures Act.

J. Whenever the capital or reserve of any investment

certificate issuer shall be impaired according to the standards set

forth in subsections G and H of this section, the investment

Oklahoma Statutes - Title 71. Securities

certificate issuer shall make no new loans, renew any investment

certificates or sell new investment certificates without the consent

of the Administrator.

K. 1. It shall be unlawful and shall be deemed a Class C2

felony offense for any investment certificate issuer to issue

investment certificates when insolvent.

2. Every officer, director, principal stockholder, or every

other person who materially participates or aids in the issuance of

an investment certificate in violation of this subsection, or who

directly or indirectly controls any such person, shall be jointly

and severally liable, unless the officer, director, principal

stockholder, or any other person who so participates, aids or

controls, sustains the burden of proof that the person did not know,

and could not have known, of the existence of the facts by reason of

which liability is alleged to exist. There shall be contribution as

in cases of contract among the persons so liable.

3. The rights and remedies provided for in this subsection are

in addition to any other rights or remedies provided for in Title 71

of the Oklahoma Statutes, or that may exist at law or in equity.

L. The Administrator may as often as he or she deems it prudent

and necessary for the protection of the public, make or cause to be

made examinations of the books, records, papers, assets and

liabilities of every kind and character owned by, or relating to,

every investment certificate issuer.

M. Every investment certificate issuer shall make and file with

the Administrator reports at such times and in such form as the

Administrator may prescribe by rule or order. The reports shall be

verified by the oath of either the president, the vice-president, or

the secretary and attested by the signature of two or more of the

directors. Each report shall exhibit in detail, as may be required

by the Administrator, the resources and liabilities of the

investment certificate issuer at the close of business on the day to

be specified by the Administrator.

N. Every investment certificate issuer whose investor funds or

deposits are not insured by an agency of the government shall

disclose on the face of each investment certificate in ten-point

type the following:

"This certificate is not insured by the Federal Deposit

Insurance Corporation or any other agency of the government."

Added by Laws 2003, c. 347, § 17, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 19, eff. Nov. 1, 2022; Laws 2025, c. 486, § 286,

eff. Jan. 1, 2026.

§71-1-401. Broker-dealer registration requirement and exemptions.

A. It is unlawful and shall be deemed a Class C2 felony offense

for a person to transact business in this state as a broker-dealer,

unless the person is registered under this act as a broker-dealer or

Oklahoma Statutes - Title 71. Securities

is exempt from registration as a broker-dealer under subsection B or

D of this section.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A broker-dealer without a place of business in this state if

its only transactions effected in this state are with:

the issuer of the securities involved in the

transactions,

a broker-dealer registered under this act or a brokerdealer not required to be registered as a brokerdealer under this act,

an institutional investor,

a nonaffiliated federal covered investment adviser

with investments under management in excess of One

Hundred Million Dollars ($100,000,000.00) acting for

the account of others pursuant to discretionary

authority in a signed record,

a bona fide preexisting customer whose principal place

of residence is not in this state and the person is

registered as a broker-dealer under the Securities

Exchange Act of 1934 or not required to be registered

under the Securities Exchange Act of 1934 and is

registered under the securities act of the state in

which the customer maintains a principal place of

residence,

a bona fide preexisting customer whose principal place

of residence is in this state but was not present in

this state when the customer relationship was

established, if:

(1) the broker-dealer is registered under the

Securities Exchange Act of 1934 or the brokerdealer is not required to be registered under the

Securities Exchange Act of 1934 and is registered

under the securities laws of the state in which

the customer relationship was established and

where the customer had maintained a principal

place of residence, and

(2) within forty-five (45) days after the customer's

first transaction in this state, the person files

an application for registration as a brokerdealer in this state and a further transaction is

not effected more than seventy-five (75) days

after the date on which the application is filed,

or, if earlier, the date on which the

Administrator notifies the person that the

Administrator has denied the application for

Oklahoma Statutes - Title 71. Securities

registration or has stayed the pendency of the

application for cause, and

not more than three customers in this state during the

previous twelve (12) months, in addition to those

specified in subparagraphs a through f of this

paragraph, if the broker-dealer is registered under

the Securities Exchange Act of 1934 or not required to

be registered under the Securities Exchange Act of

1934 and is registered under the securities act of the

state in which the broker-dealer has its principal

place of business;

2. A person that deals solely in United States government

securities and is supervised as a dealer in government securities by

the Board of Governors of the Federal Reserve System, the

Comptroller of the Currency, the Federal Deposit Insurance

Corporation, or the Office of Thrift Supervision; and

3. Any other person exempted by rule or order under this act.

C. It is unlawful and shall be deemed a Class C2 felony offense

for a broker-dealer, or for an issuer engaged in offering, offering

to purchase, purchasing, or selling securities in this state,

directly or indirectly, to employ or associate with an individual to

engage in an activity related to securities transactions in this

state if the registration of the individual is suspended or revoked

under this act; or the individual is barred from employment or

association with a broker-dealer, an issuer, an investment adviser

or a federal covered investment adviser by an order of the

securities regulator of a state, the Securities and Exchange

Commission, or a self-regulatory organization. A broker-dealer or

issuer does not violate this subsection if the broker-dealer or

issuer did not know, and in the exercise of reasonable care could

not have known, of the suspension, revocation, or bar. Upon request

from a broker-dealer or issuer and for good cause shown, an order

under this act may modify or waive the prohibitions of this

subsection.

D. A rule adopted or order issued under this act may permit:

1. A broker-dealer that is registered in Canada or other

foreign jurisdiction and that does not have a place of business in

this state to effect transactions in securities with or for, or

attempt to effect the purchase or sale of any securities by:

an individual from Canada or other foreign

jurisdiction that is temporarily present in this state

and with whom the broker-dealer had a bona fide

customer relationship before the individual entered

the United States,

an individual from Canada or other foreign

jurisdiction who is present in this state and whose

transactions are in a self-directed tax advantaged

Oklahoma Statutes - Title 71. Securities

retirement plan of which the individual is the holder

or contributor in that foreign jurisdiction, or

an individual who is resident in this state, with whom

the broker-dealer customer relationship arose while

the individual was temporarily or permanently resident

in Canada or the other foreign jurisdiction; and

2. An agent who represents a broker-dealer, that is exempt

under this subsection to effect transactions in securities or

attempt to effect the purchase or sale of any securities in this

state as permitted for a broker-dealer described in paragraph 1 of

this subsection.

Added by Laws 2003, c. 347, § 18, eff. July 1, 2004. Amended by

Laws 2016, c. 107, § 2, eff. Nov. 1, 2016; Laws 2025, c. 486, § 287,

eff. Jan. 1, 2026.

§71-1-402. Agent registration requirement and exemptions.

A. It is unlawful and shall be deemed a Class C2 felony offense

for an individual to transact business in this state as an agent

unless the individual is registered under this act as an agent or is

exempt from registration as an agent under subsection B of this

section.

B. The following individuals are exempt from the registration

requirement of subsection A of this section:

1. An individual who represents a broker-dealer in effecting

transactions in this state limited to those described in Section

15(i)(3) of the Securities Exchange Act of 1934 (15 U.S.C. Section

78o(i)(3));

2. An individual who represents a broker-dealer that is exempt

under subsection B or D of Section 1-401 of this title;

3. An individual who represents an issuer with respect to an

offer or sale of the issuer's own securities or those of the

issuer's parent or any of the issuer's subsidiaries to existing

employees, partners, members or directors of the issuer or the

issuer's parent or any of the issuer's subsidiaries, and who is not

compensated in connection with the individual's participation by the

payment of commissions or other remuneration based, directly or

indirectly, on transactions in those securities;

4. An individual who represents an issuer and who effects

transactions in the issuer's securities exempted by Section 1-202 of

this title, other than paragraphs 11 and 14 of Section 1-202 of this

title;

5. An individual who represents an issuer who effects

transactions solely in federal covered securities of the issuer, but

an individual who effects transactions in a federal covered security

under Section 18(b)(3) or 18(b)(4)(F) of the Securities Act of 1933

(15 U.S.C. Section 77r(b)(3) or 77r(b)(4)(F)) is not exempt if the

individual is compensated in connection with the agent's

Oklahoma Statutes - Title 71. Securities

participation by the payment of commissions or other remuneration

based, directly or indirectly, on transactions in those securities;

6. An individual who represents a broker-dealer registered in

this state under subsection A of Section 1-401 of this title or

exempt under subsection B of Section 1-401 of this title in the

offer and sale of securities for an account of a nonaffiliated

federal covered investment adviser with investments under management

in excess of One Hundred Million Dollars ($100,000,000.00) acting

for the account of others pursuant to discretionary authority in a

signed record;

7. An individual who represents an issuer in connection with

the purchase of the issuer's own securities;

8. An individual who represents an issuer and who restricts

participation to performing ministerial or clerical work; or

9. Any other individual exempted by rule adopted or order

issued under this act.

C. The registration of an agent is effective only while the

agent is employed by or associated with a broker-dealer registered

under this act or an issuer that is offering, selling or purchasing

its securities in this state.

D. It is unlawful and shall be deemed a Class C2 felony offense

for a broker-dealer, or an issuer engaged in offering, selling, or

purchasing securities in this state, to employ or associate with an

agent who transacts business in this state on behalf of brokerdealers or issuers unless the agent is registered under subsection A

of this section or exempt from registration under subsection B of

this section.

E. Unless prohibited by rule adopted or order issued under this

act, an individual may act as an agent for more than one brokerdealer or more than one issuer at a time.

F. It is unlawful and shall be deemed a Class C2 felony offense

for an individual acting as an agent, directly or indirectly, to

conduct business in this state on behalf of a broker-dealer or

issuer if the registration of the individual as an agent is

suspended or revoked under this act; or the individual is barred

from employment or association with a broker-dealer by an order

under this act, the Securities and Exchange Commission, or a selfregulatory organization; or the individual is subject to an order of

a court of competent jurisdiction temporarily, preliminarily or

permanently enjoining such individual from conducting business in

this state on behalf of a broker-dealer or issuer.

Added by Laws 2003, c. 347, § 19, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 20, eff. Nov. 1, 2022; Laws 2025, c. 486, § 288,

eff. Jan. 1, 2026.

§71-1-403. Investment adviser registration requirement and

exemptions.

Oklahoma Statutes - Title 71. Securities

A. It is unlawful and shall be deemed a Class C2 felony offense

for a person to transact business in this state as an investment

adviser unless the person is registered under this act as an

investment adviser or is exempt from registration as an investment

adviser under subsection B of this section.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A federal covered investment adviser;

2. A person without a place of business in this state that is

registered under the securities act of the state in which that

person has its principal place of business if its only clients in

this state are:

federal covered investment advisers, investment

advisers registered under this act, or broker-dealers

registered under this act,

institutional investors,

bona fide preexisting clients whose principal places

of residence are not in this state if the investment

adviser is registered under the securities act of the

state in which the clients maintain principal places

of residence, or

any other client exempted by rule adopted or order

issued under this act;

3. A person without a place of business in this state if the

person has had, during the preceding twelve (12) months, not more

than five clients that are residents of this state in addition to

those specified under paragraph 2 of this subsection; or

4. Any other person exempted by rule adopted or order issued

under this act.

C. It is unlawful and shall be deemed a Class C2 felony offense

for an investment adviser, directly or indirectly, to employ or

associate with an individual to engage in an activity related to

investment advice in this state if the registration of the

individual is suspended or revoked under this act, or the individual

is barred from employment or association with an investment adviser,

federal covered investment adviser, or broker-dealer by an order

under this act, the Securities and Exchange Commission, or a selfregulatory organization, unless the investment adviser did not know,

and in the exercise of reasonable care could not have known, of the

suspension, revocation, or bar. Upon request from the investment

adviser and for good cause, the Administrator, by order, may waive,

in whole or in part, the application of the prohibitions of this

subsection to the investment adviser.

D. It is unlawful and shall be deemed a Class C2 felony offense

for an investment adviser to employ or associate with an individual

required to be registered under this act as an investment adviser

representative who transacts business in this state on behalf of the

Oklahoma Statutes - Title 71. Securities

investment adviser unless the individual is registered under

subsection A of Section 1-404 of this title or is exempt from

registration under subsection B of Section 1-404 of this title.

E. The exemption from registration provided by subparagraph b

of paragraph 2 of subsection B of this section shall not be

available to any person who acts as an investment adviser to the

state, any county, municipality or school district of this state, or

any other political subdivision of this state; any agency or

corporate or other instrumentality of any such entity; or any

pension fund for the benefit of employees of any such entity, unless

registered with the Securities and Exchange Commission and the

Municipal Securities Rulemaking Board.

Added by Laws 2003, c. 347, § 20, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 21, eff. Nov. 1, 2022; Laws 2025, c. 486, § 289,

eff. Jan. 1, 2026.

§71-1-404. Investment adviser representative registration

requirement and exemptions.

A. It is unlawful and shall be deemed a Class C2 felony offense

for an individual to transact business in this state as an

investment adviser representative unless the individual is

registered under this act as an investment adviser representative or

is exempt from registration as an investment adviser representative

under subsection B of this section.

B. The following individuals are exempt from the registration

requirement of subsection A of this section:

1. An individual who is employed by or associated with an

investment adviser that is exempt from registration under subsection

B of Section 1-403 of this title unless the individual has a place

of business in this state or is not a "supervised person" as that

term is defined in Section 202(a)(25) of the Investment Advisers Act

of 1940 (15 U.S.C. Section 80b-2(a)(25)); and

2. Any other individual exempted by rule adopted or order

issued under this act.

C. The registration of an investment adviser representative is

not effective while the investment adviser representative is not

employed by or associated with an investment adviser registered

under this act or a federal covered investment adviser that has made

or is required to make a notice filing under Section 1-405 of this

title.

D. An individual may transact business as an investment adviser

representative for more than one investment adviser or federal

covered investment adviser at a time unless a rule adopted or order

issued under this act prohibits or limits an individual from acting

as an investment adviser representative for more than one investment

adviser or federal covered investment adviser.

Oklahoma Statutes - Title 71. Securities

E. It is unlawful and shall be deemed a Class C2 felony offense

for an individual acting as an investment adviser representative,

directly or indirectly, to conduct business in this state on behalf

of an investment adviser or a federal covered investment adviser if

the registration of the individual as an investment adviser

representative is suspended or revoked; or the individual is barred

from employment or association with an investment adviser or a

federal covered investment adviser by an order under this act, the

Securities and Exchange Commission, or a self-regulatory

organization; or the individual is subject to an order of a court of

competent jurisdiction temporarily, preliminarily or permanently

enjoining such individual from conducting business in this state on

behalf of an investment adviser or a federal covered investment

adviser. Upon request from a federal covered investment adviser and

for good cause, the Administrator, by order issued, may waive, in

whole or in part, the application of the requirements of this

subsection to the federal covered investment adviser.

F. An investment adviser registered under this act, a federal

covered investment adviser that has filed a notice under Section 1405 of this title, or a broker-dealer registered under this act is

not required to employ or associate with an individual as an

investment adviser representative for the referral of investment

advisory clients so long as any compensation paid by such persons

for such referral is paid to an investment adviser registered under

this act, a federal covered investment adviser who has filed a

notice under Section 1-405 of this title, or a broker-dealer

registered under this act with which the individual is employed or

associated as an investment adviser representative.

Added by Laws 2003, c. 347, § 21, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 22, eff. Nov. 1, 2022; Laws 2025, c. 486, § 290,

eff. Jan. 1, 2026.

§71-1-405. Federal covered investment adviser registration

requirement and exemptions.

A. Except with respect to a federal covered investment adviser

described in subsection B of this section, it is unlawful for a

federal covered investment adviser to transact business in this

state as a federal covered investment adviser unless the federal

covered investment adviser complies with subsection C of this

section.

B. The following federal covered investment advisers are not

required to comply with subsection C of this section:

1. A federal covered investment adviser without a place of

business in this state if its only clients in this state are:

federal covered investment advisers, investment

advisers registered under this act, and broker-dealers

registered under this act,

Oklahoma Statutes - Title 71. Securities

institutional investors,

bona fide preexisting clients whose principal places

of residence are not in this state, or

other clients specified by rule adopted or order

issued under this act;

2. A federal covered investment adviser without a place of

business in this state if the person has had, during the preceding

twelve (12) months, not more than five clients that are residents in

this state in addition to those specified under paragraph 1 of this

subsection; and

3. Any other person excluded by rule adopted or order issued

under this act.

C. A person acting as a federal covered investment adviser, not

excluded under subsection B of this section, shall file a notice

containing a consent to service of process complying with Section 1611 of this title, such records as have been filed with the

Securities and Exchange Commission under the Investment Advisers Act

of 1940 required by rule or order under this act, and the fee

specified in Section 1-612 of this title.

D. The notice under subsection C of this section becomes

effective upon its filing and expires at midnight on December 31

each year.

Added by Laws 2003, c. 347, § 22, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 23, eff. Nov. 1, 2022.

§71-1-406. Registration application - Time of becoming effective.

A. A person shall register as a broker-dealer, agent,

investment adviser, or investment adviser representative by filing

an application that contains:

1. The information required for the filing of a uniform

application, a consent to service of process complying with Section

1-611 of this title, the fee specified in Section 1-612 of this

title and any reasonable fees charged by the designee of the

Administrator for processing the filing; and

2. Upon request by the Administrator, any other financial or

other information that the Administrator determines is appropriate.

B. If the information contained in an application that is filed

under subsection A of this section is or becomes inaccurate or

incomplete in any material respect, the registrant shall promptly

file a correcting amendment.

C. If an order is not in effect and a proceeding is not pending

under Section 1-411 of this title, registration becomes effective at

noon on the 45th day after a completed application is filed unless

the registration is denied. A rule adopted or order issued under

this act may set an earlier effective date or may defer the

effective date until noon on the 45th day after the filing of any

amendment completing the application.

Oklahoma Statutes - Title 71. Securities

D. A registration is effective until midnight on December 31 of

the year for which the application for registration is filed.

Unless an order is in effect under Section 1-411 of this title, a

registration may be automatically renewed each year by filing such

records as are required by rule adopted or order issued under this

act, by paying the fee specified in Section 1-612 of this title, and

by paying costs charged by the designee of the Administrator for

processing the filings.

E. A rule adopted or order issued under this act may impose

such other conditions not inconsistent with the National Securities

Markets Improvement Act of 1996. An order issued under this act may

waive, in whole or in part, specific requirements in connection with

registration as are in the public interest and for the protection of

investors.

Added by Laws 2003, c. 347, § 23, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 24, eff. Nov. 1, 2022.

§71-1-407. Succession and change in registration of broker-dealer

or investment adviser.

A. A broker-dealer or investment adviser may succeed to the

current registration of another broker-dealer or investment adviser

or a notice filing of a federal covered investment adviser, and a

federal covered investment adviser may succeed to the current

registration of an investment adviser or notice filing of another

federal covered investment adviser, by filing as a successor an

application for registration pursuant to Section 1-401 or 1-403 of

this title, or a notice pursuant to Section 1-405 of this title, for

the unexpired portion of the current registration or notice filing.

B. A broker-dealer or investment adviser that changes its form

of organization or state of incorporation or organization may

continue its registration by filing an amendment to its registration

if the change does not involve a material change in its financial

condition or management. The amendment becomes effective when filed

or upon a date designated by the registrant in its filing. The new

organization is a successor to the original registrant for the

purposes of this act. If there is a material change in financial

condition or management, the broker-dealer or investment adviser

shall file a new application for registration. Any predecessor

registered under this act shall stop conducting its securities

business other than winding down transactions and shall file for

withdrawal of broker-dealer or investment adviser registration

within forty-five (45) days after filing its amendment to effect

succession.

C. A broker-dealer or investment adviser that changes its name

may continue its registration by filing an amendment to its

registration. The amendment becomes effective when filed or upon a

date designated by the registrant.

Oklahoma Statutes - Title 71. Securities

D. A change of control of a broker-dealer or investment adviser

may be made in accordance with a rule adopted or order issued under

this act.

Added by Laws 2003, c. 347, § 24, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 25, eff. Nov. 1, 2022.

§71-1-408. Termination of employment or association of agent and

investment adviser representative - Transfer of employment or

association.

A. If an agent registered under this act terminates employment

by or association with a broker-dealer or issuer, or if an

investment adviser representative registered under this act

terminates employment by or association with an investment adviser

or federal covered investment adviser, or if either registrant

terminates activities that require registration as an agent or

investment adviser representative, the broker-dealer, issuer,

investment adviser, or federal covered investment adviser shall

promptly file a notice of termination. If the registrant learns

that the broker-dealer, issuer, investment adviser, or federal

covered investment adviser has not filed the notice, the registrant

may do so.

B. If an agent registered under this act terminates employment

by or association with a broker-dealer registered under this act and

begins employment by or association with another broker-dealer

registered under this act; or if an investment adviser

representative registered under this act terminates employment by or

association with an investment adviser registered under this act; or

a federal covered investment adviser that has filed a notice under

Section 1-405 of this title, and begins employment by or association

with another investment adviser registered under this act or a

federal covered investment adviser that has filed a notice under

Section 1-405 of this title; then upon the filing by or on behalf of

the registrant, within thirty (30) days after the termination, of an

application for registration that complies with the requirement of

subsection A of Section 1-406 of this title, and payment of the

filing fee required under Section 1-612 of this title, the

registration of the agent or investment adviser representative, is:

1. Immediately effective as of the date of the completed filing

if the agent's Central Registration Depository record or successor

record or the investment adviser representative's Investment Adviser

Registration Depository record or successor record does not contain

a new or amended disciplinary disclosure within the previous twelve

(12) months; or

2. Temporarily effective as of the date of the completed

filing, if the agent's Central Registration Depository record or

successor record or the investment adviser representative's

Investment Adviser Registration Depository record or successor

Oklahoma Statutes - Title 71. Securities

record contains a new or amended disciplinary disclosure within the

preceding twelve (12) months.

C. The Administrator may withdraw the temporary registration if

there are or were grounds for discipline under Section 1-411 of this

title and the Administrator does so within thirty (30) days after

the filing of the application. If the Administrator does not

withdraw the temporary registration within the 30 day period,

registration becomes automatically effective on the 31st day after

filing.

D. The Administrator may prevent the effectiveness of a

transfer of an agent or investment adviser representative under

paragraph 1 or 2 of subsection B of this section based on the public

interest and the protection of investors.

E. If the Administrator determines that a registrant or

applicant for registration is no longer in existence or has ceased

to act as a broker-dealer, agent, investment adviser, or investment

adviser representative, or is the subject of an adjudication of

incapacity or is subject to the control of a committee, conservator,

or guardian, or cannot reasonably be located, a rule adopted or

order issued under this act may require the registration be canceled

or terminated or the application denied. The Administrator may

reinstate a canceled or terminated registration, with or without

hearing, and may make the registration retroactive.

Added by Laws 2003, c. 347, § 25, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 26, eff. Nov. 1, 2022.

§71-1-409. Withdrawal of registration of broker-dealer, agent,

investment adviser, and investment adviser representative.

Withdrawal of registration by a broker-dealer, agent, investment

adviser, or investment adviser representative becomes effective

sixty (60) days after the filing of the application to withdraw or

within any shorter period as provided by rule adopted or order

issued under this act unless a revocation or suspension proceeding

is pending when the application is filed. If a proceeding is

pending, withdrawal becomes effective when and upon such conditions

as required by rule adopted or order issued under this act. The

Administrator may institute a revocation or suspension proceeding

under Section 1-411 of this title within one (1) year after the

withdrawal became effective automatically and issue a revocation or

suspension order as of the last date on which registration was

effective if a proceeding is not pending when the application is

filed.

Added by Laws 2003, c. 347, § 26, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 27, eff. Nov. 1, 2022.

§71-1-410.

Postregistration requirements.

Oklahoma Statutes - Title 71. Securities

A. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), a rule adopted or

order issued under this act may establish minimum financial

requirements for broker-dealers registered or required to be

registered under this act and investment advisers registered or

required to be registered under this act.

B. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), a broker-dealer

registered or required to be registered under this act and an

investment adviser registered or required to be registered under

this act shall file such financial reports as are required by a rule

adopted or order issued under this act. If the information

contained in a record filed under this subsection is or becomes

inaccurate or incomplete in a material respect, the registrant shall

promptly file a correcting amendment.

C. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a):

1. A broker-dealer registered or required to be registered

under this act and an investment adviser registered or required to

be registered under this act shall make and maintain the accounts,

correspondence, memoranda, papers, books, and other records as

required by rule adopted or order issued under this act;

2. Broker-dealer records required to be maintained under

paragraph 1 of this subsection may be maintained in any form of data

storage acceptable under Section 17(a) of the Securities Exchange

Act of 1934 (15 U.S.C. Section 78q(a)) if they are readily

accessible to the Administrator; and

3. Investment adviser records required to be maintained under

paragraph 1 of this subsection may be maintained in any form of data

storage required by rule adopted or order issued under this act.

D. The records of a broker-dealer registered or required to be

registered under this act and an investment adviser registered or

required to be registered under this act are subject to such

reasonable periodic, special, or other audits or inspections by a

representative of the Administrator, within or without this state,

as the Administrator considers necessary or appropriate in the

public interest and for the protection of investors. An audit or

inspection may be made at any time and without prior notice. The

Administrator may copy, and remove for audit or inspection copies

of, all records the Administrator reasonably considers necessary or

appropriate to conduct the audit or inspection. The Administrator

may assess a reasonable charge for conducting an audit or inspection

under this subsection.

Oklahoma Statutes - Title 71. Securities

E. Subject to Section 15(i) of the Securities Exchange Act of

1934 (15 U.S.C. Section 78o(i)) or Section 222 of the Investment

Advisers Act of 1940 (15 U.S.C. Section 80b-18a), an agent may not

have custody of funds or securities of a customer except under the

supervision of a broker-dealer and an investment adviser

representative may not have custody of funds or securities of a

client except under the supervision of an investment adviser or

federal covered investment adviser. A rule adopted or order issued

under this act may prohibit, limit, or impose conditions on a

broker-dealer regarding custody of funds or securities of a customer

and on an investment adviser regarding custody of securities or

funds of a client.

F. With respect to an investment adviser registered or required

to be registered under this act, a rule adopted or order issued

under this act may require that information be furnished or

disseminated to clients or prospective clients in this state as

necessary or appropriate in the public interest and for the

protection of investors and advisory clients.

G. A rule adopted or order issued under this act may require

any individual registered under Section 1-402 or 1-404 of this title

to participate in a continuing education program which is approved

by the Securities and Exchange Commission and administered by a

self-regulatory organization or, in the absence of such a program, a

rule adopted or order issued under this act may require continuing

education for an individual registered under Section 1-404 of this

title.

Added by Laws 2003, c. 347, § 27, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 28, eff. Nov. 1, 2022.

§71-1-411. Denial, revocation, suspension, withdrawal, restriction,

condition, or limitation of registration.

A. If the Administrator finds that the order is in the public

interest and subsection D of this section authorizes the action, an

order issued under this act may deny an application, or may

condition or limit registration:

1. Of an applicant to be a broker-dealer, agent, investment

adviser, or investment adviser representative; and

2. If the applicant is a broker-dealer or investment adviser,

any partner, officer, or director, any person having a similar

status or performing similar functions, or any person directly or

indirectly controlling the broker-dealer or investment adviser.

B. If the Administrator finds that the order issued is in the

public interest and subsection D of this section authorizes the

action an order issued under this act may revoke, suspend,

condition, or limit the registration of a registrant and if the

registrant is a broker-dealer or investment adviser, any partner,

officer, or director, any person having a similar status or

Oklahoma Statutes - Title 71. Securities

performing similar functions, or any person directly or indirectly

controlling the broker-dealer or investment adviser. However, the

Administrator:

1. May not institute a revocation or suspension proceeding

under this subsection based on an order issued by another state that

is reported to the Administrator or designee later than one (1) year

after the date of the order on which it is based; and

2. Under subparagraphs a and b of paragraph 5 of subsection D

of this section may not issue an order on the basis of an order

under the state securities act of another state unless the other

order was based on conduct for which subsection D of this section

would authorize the action had the conduct occurred in this state.

C. If the Administrator finds that the order is in the public

interest and paragraphs 1 through 6, 8, 9, 10, 12 or 13 of

subsection D of this section authorizes the action, an order under

this act may censure, impose a bar, impose a civil penalty in an

amount not to exceed a maximum of Five Thousand Dollars ($5,000.00)

for a single violation or Two Hundred Fifty Thousand Dollars

($250,000.00) for multiple violations on a registrant, and/or

recover the costs of the investigation from a registrant and if the

registrant is a broker-dealer or investment adviser, from any

partner, officer, or director, any person having a similar function

or any person directly or indirectly controlling the broker-dealer

or investment adviser.

D. A person may be disciplined under subsections A through C of

this section if the person:

1. Has filed an application for registration in this state

under this act within the previous ten (10) years, which, as of the

effective date of registration or as of any date after filing in the

case of an order denying effectiveness, was incomplete in any

material respect or contained a statement that, in light of the

circumstances under which it was made, was false or misleading with

respect to a material fact;

2. Has willfully violated or willfully failed to comply with

this act or a rule adopted or order issued under this act within the

previous ten (10) years;

3. Has been convicted of any felony or within the previous ten

(10) years has been convicted of a misdemeanor involving a security,

a commodity futures or option contract, or an aspect of a business

involving securities, commodities, investments, franchises,

insurance, banking, or finance;

4. Is enjoined or restrained by a court of competent

jurisdiction in an action instituted by the Administrator under this

act, a state, the Securities and Exchange Commission, or the United

States from engaging in or continuing an act, practice, or course of

business involving an aspect of a business involving securities,

Oklahoma Statutes - Title 71. Securities

commodities, investments, franchises, insurance, banking, or

finance;

5. Is the subject of an order, issued after notice and

opportunity for hearing by:

the securities, depository institution, insurance or

other financial services regulator of a state, or by

the Securities and Exchange Commission or other

federal agency denying, revoking, barring, or

suspending registration as a broker-dealer, agent,

investment adviser, federal covered investment

adviser, or investment adviser representative,

the securities regulator of a state or by the

Securities and Exchange Commission against a brokerdealer, agent, investment adviser, investment adviser

representative, or federal covered investment adviser,

the Securities and Exchange Commission or by a selfregulatory organization suspending, barring, canceling

or expelling the registrant from membership in a selfregulatory organization,

a court adjudicating a United States Postal Service

fraud,

the insurance regulator of a state denying,

suspending, or revoking the registration of an

insurance agent, or

a depository institution regulator suspending or

barring a person from the banking or depository

institution business;

6. Is the subject of an adjudication or determination, after

notice and opportunity for hearing, by the Securities and Exchange

Commission, the Commodity Futures Trading Commission, the Federal

Trade Commission, a federal depository institution regulator, or a

depository institution, insurance, or other financial services

regulator of a state that the person willfully violated the

Securities Act of 1933, the Securities Exchange Act of 1934, the

Investment Advisers Act of 1940, the Investment Company Act of 1940,

or the Commodity Exchange Act, the securities or commodities law of

a state, or a federal or state law under which a business involving

investments, franchises, insurance, banking, or finance is

regulated;

7. Is insolvent, either because the person's liabilities exceed

the person's assets or because the person cannot meet the person's

obligations as they mature, but the Administrator may not enter an

order against an applicant or registrant under this paragraph

without a finding of insolvency as to the applicant or registrant;

8. Refuses to allow or otherwise impedes the Administrator from

conducting an audit or inspection under subsection D of Section 1410 of this title or refuses access to any registrant's office to

Oklahoma Statutes - Title 71. Securities

conduct an audit or inspection under subsection D of Section 1-410

of this title;

9. Has failed to reasonably supervise an agent, investment

adviser representative, or other individual, if the agent,

investment adviser representative, or other individual was subject

to the person's supervision and committed a violation of this act or

a rule adopted or order issued under this act within the previous

ten (10) years;

10. Has not paid the proper filing fee within thirty (30) days

after having been notified by the Administrator of a deficiency, but

the Administrator shall vacate an order under this paragraph when

the deficiency is corrected;

11. After notice and opportunity for a hearing, has been found

within the previous ten (10) years:

by a court of competent jurisdiction to have willfully

violated the laws of a foreign jurisdiction under

which the business of securities, commodities,

investment, franchises, insurance, banking or finance

is regulated,

to have been the subject of an order of a securities

regulator of a foreign jurisdiction denying, revoking,

or suspending the right to engage in the business of

securities as a broker-dealer, agent, investment

adviser, investment adviser representative or similar

person, or

to have been suspended or expelled from membership by

or participation in a securities exchange or

securities association operating under the securities

laws of a foreign jurisdiction;

12. Is the subject of a cease and desist order issued by the

Securities and Exchange Commission or issued under the securities,

commodities, investment, franchise, banking, finance or insurance

laws of a state;

13. Has engaged in dishonest or unethical practices in the

securities, commodities, investment, franchise, banking, finance or

insurance business within the previous ten (10) years; or

14. Is not qualified on the basis of factors such as training,

experience, and knowledge of the securities business. However, in

the case of an application by an agent for a broker-dealer that is a

member of a self-regulatory organization or by an individual for

registration as an investment adviser representative, a denial order

may not be based on this paragraph if the individual has

successfully completed all examinations required by subsection E of

this section. The Administrator may require an applicant for

registration under Section 1-402 or 1-404 of this title who has not

been registered in a state within the two (2) years preceding the

Oklahoma Statutes - Title 71. Securities

filing of an application in this state to successfully complete an

examination.

E. A rule adopted or order issued under this act may require

that an examination, including an examination developed or approved

by an organization of securities regulators, be successfully

completed by a class of individuals or all individuals. An order

issued under this act may waive, in whole or in part, an examination

as to an individual and a rule adopted under this act may waive, in

whole or in part, an examination as to a class of individuals if the

Administrator determines that the examination is not necessary or

appropriate in the public interest and for the protection of

investors.

F. The Administrator may summarily postpone an application or

summarily suspend a registration before final determination of an

administrative proceeding. Upon the issuance of the order, the

Administrator shall promptly notify each person subject to the order

that the order has been issued, the reasons for the action, and that

within fifteen (15) days after the receipt of a request in a record

from the person the matter will be scheduled for a hearing and such

hearing shall be commenced within fifteen (15) days of the matter

being set for hearing. If a hearing is not requested and none is

ordered by the Administrator, within thirty (30) days after the date

of service of the order, the order becomes final by operation of

law. If a hearing is requested or ordered, the Administrator, after

notice of and opportunity for hearing to each person subject to the

order, may modify or vacate the order or extend the order until

final determination.

G. An order may not be issued under this section, except under

subsection F of this section, without:

1. Appropriate notice to the applicant or registrant;

2. Opportunity for hearing; and

3. Findings of fact and conclusions of law in a record in

accordance with the Administrative Procedures Act. If the person to

whom the notice is addressed does not request a hearing within

thirty (30) days after the date of service of the notice, a final

order as provided in subsection A, B or C of this section may be

issued.

H. A person who controls, directly or indirectly, a person not

in compliance with this section may be disciplined by order of the

Administrator under subsections A through C of this section to the

same extent as the noncomplying person, unless the controlling

person did not know, and in the exercise of reasonable care could

not have known, of the existence of conduct that is the basis for

discipline under this section.

I. The Administrator may not institute a proceeding under

subsection A, B or C of this section based solely on material facts

actually known by the Administrator unless an investigation or the

Oklahoma Statutes - Title 71. Securities

proceeding is instituted within one (1) year after the Administrator

actually knew the material facts.

Added by Laws 2003, c. 347, § 28, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 29, eff. Nov. 1, 2022.

§71-1-501. General fraud.

It is unlawful and shall be deemed a Class C2 felony offense for

a person, in connection with the offer, sale, or purchase of a

security, directly or indirectly:

1. To employ a device, scheme, or artifice to defraud;

2. To make an untrue statement of a material fact or to omit to

state a material fact necessary in order to make the statement made,

in the light of the circumstances under which it is made, not

misleading; or

3. To engage in an act, practice, or course of business that

operates or would operate as a fraud or deceit upon another person.

Added by Laws 2003, c. 347, § 29, eff. July 1, 2004. Amended by

Laws 2025, c. 486, § 291, eff. Jan. 1, 2026.

§71-1-502. Prohibited conduct in providing investment advice.

A. It is unlawful and shall be deemed a Class C2 felony offense

for a person that advises others, for compensation, either directly

or indirectly, or through publications or writings, as to the value

of securities or the advisability of investing in, purchasing or

selling securities, or that, for compensation and as part of a

regular business, issues or promulgates analyses or reports

concerning securities:

1. To employ a device, scheme, or artifice to defraud another

person;

2. To make an untrue statement of a material fact or to omit to

state a material fact necessary in order to make the statement made,

in the light of the circumstances under which it is made, not

misleading; or

3. To engage in an act, practice, or course of business that

operates or would operate as a fraud or deceit upon another person.

B. 1. A rule adopted under this act may define an act,

practice, or course of business of an investment adviser or an

investment adviser representative as fraudulent, deceptive or

manipulative, and prescribe means reasonably designed to prevent

investment advisers and investment adviser representatives from

engaging in acts, practices, and courses of business defined as

fraudulent, deceptive, or manipulative.

2. A rule adopted or order issued under this act may specify

the contents of an investment advisory contract entered into,

extended, or renewed by an investment adviser.

Added by Laws 2003, c. 347, § 30, eff. July 1, 2004. Amended by

Laws 2025, c. 486, § 292, eff. Jan. 1, 2026.

Oklahoma Statutes - Title 71. Securities

§71-1-503. Evidentiary burden.

A. In a civil action or administrative proceeding under this

act, a person claiming an exemption, exception, preemption, or

exclusion has the burden to prove the applicability of the

exemption, exception, preemption, or exclusion.

B. In a criminal proceeding under this act, a person claiming

an exemption, exception, preemption, or exclusion has the burden of

going forward with evidence of the claim.

Added by Laws 2003, c. 347, § 31, eff. July 1, 2004.

§71-1-504. Filing of sales and advertising literature.

A. Except as otherwise provided in subsection B of this

section, it is unlawful for a person to distribute a prospectus,

pamphlet, circular, form letter, advertisement, sales literature, or

other advertising communication relating to a security or investment

advice, addressed or intended for distribution to prospective

investors, including clients or prospective clients of a person

registered or required to be registered as an investment adviser

under this act, unless the sales and advertising literature is first

filed with the Department with the fee specified in Section 1-612 of

this title and the Department has responded indicating that the

Administrator has no objection to its distribution or use.

B. This section does not apply to sales and advertising

literature specified in subsection A of this section relating to a

federal covered security, a federal covered investment adviser, or a

security or transaction exempted by Section 1-201, 1-202, or 1-203

of this title except as may be required pursuant to paragraph 7 of

Section 1-201 of this title.

Added by Laws 2003, c. 347, § 32, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 30, eff. Nov. 1, 2022.

§71-1-505. Misleading filings.

It is unlawful and shall be deemed a Class C2 felony offense for

a person to make or cause to be made, in a record that is used in an

action or proceeding or filed under this act, a statement that, at

the time and in the light of the circumstances under which it is

made, is false or misleading in a material respect, or, in

connection with the statement, to omit to state a material fact

necessary in order to make the statement made, in the light of the

circumstances under which it was made, not false or misleading.

Added by Laws 2003, c. 347, § 33, eff. July 1, 2004. Amended by

Laws 2025, c. 486, § 293, eff. Jan. 1, 2026.

§71-1-506. Misrepresentations concerning registration or exemption.

The filing of an application for registration, a registration

statement, or a notice filing under this act, or the registration of

Oklahoma Statutes - Title 71. Securities

a person or security under this act, does not constitute a finding

by the Administrator that a record filed under this act is true,

complete, and not misleading. The filing or registration or the

availability of an exemption, exception, preemption, or exclusion

for a security or a transaction does not mean that the Administrator

has passed upon the merits or qualifications of, or recommended or

given approval to, a person, security, or transaction. It is

unlawful and shall be deemed a Class C2 felony offense to make, or

cause to be made, to a purchaser, customer, client, or prospective

customer or client, a representation inconsistent with this section.

Added by Laws 2003, c. 347, § 34, eff. July 1, 2004. Amended by

Laws 2025, c. 486, § 294, eff. Jan. 1, 2026.

§71-1-507. Qualified immunity.

A broker-dealer, agent, investment adviser, federal covered

investment adviser, or investment adviser representative is not

liable to another broker-dealer, agent, investment adviser, federal

covered investment adviser, or investment adviser representative for

defamation relating to an alleged untrue statement that is contained

in a record required by the Administrator, or designee of the

Administrator, the Securities and Exchange Commission, or a selfregulatory organization, unless it is proven that the person knew,

or should have known at the time that the statement was made, that

it was false in a material respect or the person acted in reckless

disregard of the statement’s truth or falsity.

Added by Laws 2003, c. 347, § 35, eff. July 1, 2004.

§71-1-508. Violations - Criminal penalties - Administrative fines.

A. A person who willfully violates this act, or a rule adopted

or order issued under this act, except Section 1-504 of this title

or the notice filing requirements of Section 1-302 or 1-405 of this

title, or that willfully violates Section 1-505 of this title

knowing the statement made to be false or misleading in a material

respect, upon conviction, shall be guilty of a Class C2 felony

offense and shall be fined not more than One Hundred Thousand

Dollars ($100,000.00), or imprisoned as provided for in subsections

B through F of Section 20M of Title 21 of the Oklahoma Statutes, or

both such fine and imprisonment. An individual convicted of

violating a rule adopted or order issued under this act may be

fined, but may not be imprisoned, if the individual did not have

knowledge of the rule or order.

B. This act does not limit the power of this state to punish a

person for conduct that constitutes a crime under other laws of this

state.

C. On a criminal matter referred by the Administrator, the

prosecuting attorney may designate and appoint one or more lawyers

of the Department as special assistants as available for the purpose

Oklahoma Statutes - Title 71. Securities

of assisting in or conducting a criminal prosecution arising by

reason of an investigation or proceeding under this section.

Added by Laws 2003, c. 347, § 36, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 31, eff. Nov. 1, 2022; Laws 2025, c. 486, § 295,

eff. Jan. 1, 2026.

§71-1-509. Civil liability.

A. Enforcement of civil liability under this section is subject

to the Securities Litigation Uniform Standards Act of 1998.

B. A person is liable to a purchaser if the person sells a

security in violation of Section 1-301 of this title, or by means of

an untrue statement of a material fact or an omission to state a

material fact necessary in order to make the statement made, in

light of the circumstances under which it is made, not misleading,

the purchaser not knowing the untruth or omission, and the seller

not sustaining the burden of proof that the seller did not know and,

in the exercise of reasonable care, could not have known of the

untruth or omission. An action under this subsection is governed by

the following:

1. The purchaser may maintain an action at law or in equity to

recover the consideration paid for the security, and interest at the

legal rate of interest per year from the date of the purchase, less

the amount of any income received on the security, plus costs, and

reasonable attorneys' fees determined by the court, upon the tender

of the security, or for actual damages as provided in paragraph 3 of

this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of ownership of the security and willingness to

exchange the security for the amount specified. A purchaser that no

longer owns the security may recover actual damages as provided in

paragraph 3 of this subsection.

3. Actual damages in an action arising under this subsection

are the amount that would be recoverable upon a tender, less the

value of the security when the purchaser disposed of it, and

interest at the legal rate of interest per year from the date of

purchase, costs, and reasonable attorneys' fees determined by the

court.

C. A person is liable to the seller if the person buys a

security by means of an untrue statement of a material fact or

omission to state a material fact necessary in order to make the

statement made, in light of the circumstances under which it is

made, not misleading, the seller not knowing of the untruth or

omission, and the purchaser not sustaining the burden of proof that

the purchaser did not know, and in the exercise of reasonable care,

could not have known of the untruth or omission. An action under

this subsection is governed by the following:

Oklahoma Statutes - Title 71. Securities

1. The seller may maintain an action at law or in equity to

recover the security, and any income received on the security,

costs, and reasonable attorney's fees determined by the court, upon

the tender of the purchase price, or for actual damages as provided

in paragraph 3 of this subsection.

2. The tender referred to in paragraph 1 of this subsection may

be made any time before entry of judgment. Tender requires only

notice in a record of the present ability to pay the amount tendered

and willingness to take delivery of the security for the amount

specified. If the purchaser no longer owns the security, the seller

may recover actual damages as provided in paragraph 3 of this

subsection.

3. Actual damages in an action arising under this subsection

are the difference between the price at which the security was sold

and the value the security would have had at the time of the sale in

the absence of the purchaser's conduct causing liability, and

interest at the legal rate of interest per year from the date of the

sale of the security, costs, and reasonable attorneys' fees

determined by the court.

D. A person acting as a broker-dealer or agent that sells or

buys a security in violation of subsection A of Section 1-401,

subsection A of Section 1-402, or Section 1-506 of this title is

liable to the customer. The customer, if a purchaser, may maintain

an action at law or in equity for recovery of actual damages as

specified in paragraphs 1 through 3 of subsection B of this section;

or, if a seller, a remedy as specified in paragraphs 1 through 3 of

subsection C of this section.

E. A person acting as an investment adviser or investment

adviser representative that provides investment advice for

compensation in violation of subsection A of Section 1-403,

subsection A of Section 1-404, or Section 1-506 of this title is

liable to the client. The client may maintain an action at law or

in equity to recover the consideration paid for the advice, interest

at the legal rate of interest per year from the date of payment,

costs, and reasonable attorney's fees determined by the court.

F. A person that receives directly or indirectly any

consideration for providing investment advice to another person and

that employs a device, scheme, or artifice to defraud the other

person or engages in an act, practice, or course of business that

operates or would operate as a fraud or deceit on the other person,

is liable to the other person. An action under this subsection is

governed by the following:

1. The person defrauded may maintain an action to recover the

consideration paid for the advice and the amount of any actual

damages caused by the fraudulent conduct, interest at the legal rate

of interest per year from the date of the fraudulent conduct, costs,

Oklahoma Statutes - Title 71. Securities

and reasonable attorney's fees determined by the court, less the

amount of any income received as a result of the fraudulent conduct.

2. This subsection does not apply to a broker-dealer or its

agents, if the investment advice is solely incidental to the conduct

of business as a broker-dealer and no special compensation is

received for the investment advice.

G. The following persons are liable jointly and severally with

and to the same extent as persons liable under subsections B through

F of this section:

1. A person that directly or indirectly controls a person

liable under subsections B through F of this section, unless the

controlling person sustains the burden of proof that the person did

not know, and in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which the

liability is alleged to exist;

2. An individual who is a managing partner, executive officer,

or director of a person liable under subsections B through F of this

section, including an individual having a similar status or

performing similar functions, unless the individual sustains the

burden of proof that the individual did not know and, in the

exercise of reasonable care could not have known, of the existence

of the conduct by reason of which the liability is alleged to exist;

3. An individual who is an employee of or associated with a

person liable under subsections B through F of this section and who

materially aids the conduct giving rise to the liability, unless the

individual sustains the burden of proof that the individual did not

know and, in the exercise of reasonable care could not have known,

of the existence of the conduct by reason of which the liability is

alleged to exist;

4. A person that is a broker-dealer, agent, investment adviser,

or investment adviser representative that materially aids the

conduct giving rise to the liability under subsections B through F

of this section, unless the person sustains the burden of proof that

the person did not know and, in the exercise of reasonable care

could not have known, of the existence of the conduct by reason of

which liability is alleged to exist; and

5. Any other person who materially aids in the conduct giving

rise to the liability under subsections B through F of this section,

unless the person sustains the burden or proof that the person did

not know and, in the exercise of reasonable care could not have

known, of the existence of the conduct by reason of which liability

is alleged to exist.

H. A person liable under this section has a right of

contribution as in cases of contract against any other person liable

under this section for the same conduct.

I. A cause of action under this section survives the death of

an individual who might have been a plaintiff or defendant.

Oklahoma Statutes - Title 71. Securities

J. A person may not obtain relief:

1. Under subsection B of this section for violation of Section

1-301 of this title, or under subsection D or E of this section,

unless the action is commenced within one (1) year after the

violation occurred; or

2. Under subsection B of this section, other than for violation

of Section 1-301 of this title, or under subsection C or F of this

section, unless the action is instituted within the earlier of two

(2) years after discovery of the facts constituting the violation or

five (5) years after such violation.

K. A person that has made, or has engaged in the performance

of, a contract in violation of this act or a rule adopted or order

issued under this act, or that has acquired a purported right under

the contract with knowledge of conduct by reason of which its making

or performance was in violation of this act, may not base an action

on the contract.

L. A condition, stipulation, or provision binding a person

purchasing or selling a security or receiving investment advice to

waive compliance with this act or a rule adopted or order issued

under this act is void.

M. The rights and remedies provided by this act are in addition

to any other rights or remedies that may exist, but this act does

not create a cause of action not specified in this section.

Added by Laws 2003, c. 347, § 37, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 32, eff. Nov. 1, 2022.

§71-1-510. Rescission offers.

A purchaser, seller, or recipient of investment advice may not

maintain an action under Section 1-509 of this title if:

1. The purchaser, seller, or recipient of investment advice

receives in a record, before the action is instituted:

an offer stating the respect in which liability under

Section 1-509 of this title may have arisen and fairly

advising the purchaser, seller, or recipient of

investment advice of that person's rights in

connection with the offer, and any financial or other

information necessary to correct all material

misstatements or omissions in the information that was

required by this act to be furnished to that person at

the time of the purchase, sale, or investment advice,

if the basis for relief under this section may have

been a violation of subsection B of Section 1-509 of

this title, an offer to repurchase the security for

cash, payable on delivery of the security, equal to

the consideration paid, and interest at the legal rate

of interest per year from the date of purchase, less

the amount of any income received on the security, or,

Oklahoma Statutes - Title 71. Securities

if the purchaser no longer owns the security, an offer

to pay the purchaser upon acceptance of the offer

damages in an amount that would be recoverable upon a

tender, less the value of the security when the

purchaser disposed of it, and interest at the legal

rate of interest per year from the date of purchase in

cash equal to the damages computed in the manner

provided in this subsection,

if the basis for relief under this section may have

been a violation of subsection C of Section 1-509 of

this title, an offer to tender the security, on

payment by the seller of an amount equal to the

purchase price paid, less income received on the

security by the purchaser, and interest at the legal

rate of interest from the date of the sale, or if the

purchaser no longer owns the security, an offer to pay

the seller upon acceptance of the offer, in cash,

damages in the amount of the difference between the

price at which the security was purchased and the

value the security would have had at the time of the

purchase in the absence of the purchaser's conduct

that may have caused liability and interest at the

legal rate of interest per year from the date of the

sale,

if the basis for relief under this section may have

been a violation of subsection D of Section 1-509 of

this title, and if the customer is a purchaser, an

offer to pay as specified in subparagraph b of this

paragraph; or, if the customer is a seller, an offer

to tender or to pay as specified in subparagraph c of

this paragraph,

if the basis for relief under this section may have

been a violation of subsection E of Section 1-509 of

this title, an offer to reimburse in cash the

consideration paid for the advice and interest at the

legal rate of interest per year from the date of

payment, or

if the basis for relief under this section may have

been a violation of subsection F of Section 1-509 of

this title, an offer to reimburse in cash the

consideration paid for the advice, the amount of any

actual damages that may have been caused by the

conduct, and interest at the legal rate of interest

per year from the date of the violation causing the

loss;

2. An offer under paragraph 1 of this subsection states that it

must be accepted by the purchaser, seller, or recipient of

Oklahoma Statutes - Title 71. Securities

investment advice within thirty (30) days after the date of its

receipt by the purchaser, seller, or recipient of investment advice,

or any shorter period, of not less than three (3) days, that the

Administrator, by order, specifies;

3. The offeror has the present ability to pay the amount

offered or to tender the security under paragraph 1 of this

subsection;

4. The offer under paragraph 1 of this subsection is delivered

to the purchaser, seller, or recipient of investment advice, or sent

in a manner that ensures receipt by the purchaser, seller, or

recipient of investment advice; and

5. The purchaser, seller, or recipient of investment advice

that accepts the offer under paragraph 1 of this subsection, in a

record within the period specified under paragraph 2 of this

subsection is paid in accordance with the terms of the offer.

Added by Laws 2003, c. 347, § 38, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 33, eff. Nov. 1, 2022.

§71-1-601. Administration — Creation of Oklahoma Securities

Commission and Department of Securities.

A. The Administrator shall administer the Oklahoma Uniform

Securities Act of 2004.

B. There are hereby created the Oklahoma Securities Commission

and the Department of Securities. The Commission shall be the

policy making and governing authority of the Department, shall

appoint the Administrator and shall be responsible for the

enforcement of the Oklahoma Uniform Securities Act of 2004.

C. 1. The Commission shall consist of five (5) members,

including the State Banking Commissioner who shall serve as an ex

officio voting member. Four (4) members shall be appointed by the

Governor by and with the advice and consent of the Senate. One

member will be a member of the Oklahoma Bar Association appointed

from a list of five nominees submitted by the Oklahoma Bar

Association; one member shall be an active officer of a bank or

trust company operating in the State of Oklahoma appointed from a

list of five nominees submitted by the Oklahoma Bankers Association;

and one member shall be a certified public accountant appointed from

a list of five nominees submitted by the Oklahoma Society of

Certified Public Accountants; and one member shall be a resident of

this state actively engaged in the securities industry with the

qualifications set forth in paragraph 3 of this subsection.

2. Except for appointment of the member engaged in the

securities industry as provided for in subsection C of this section,

no person may be appointed to or by the Commission while such person

is registered as a broker-dealer, agent, investment adviser, or

investment adviser representative under the Oklahoma Uniform

Securities Act of 2004, or while he or she is an officer, director,

Oklahoma Statutes - Title 71. Securities

or partner of any person so registered, or while he or she is an

officer, director, or partner of an issuer which has a registration

statement effective under the Oklahoma Uniform Securities Act of

2004, or while he or she is occupying a similar status or performing

similar functions.

3. The member appointed as a representative of the securities

industry shall:

be currently registered as an agent, investment

adviser, or investment adviser representative under

the requirements of this title,

have at least ten (10) years of experience in the

industry immediately preceding appointment, and

have not been subject to a regulatory action requiring

disclosure on the uniform applications for

registration for agents, investment advisers, or

investment adviser representatives.

The member may be removed from office by the Governor when the

member has ceased to be qualified based on subparagraph a or c of

this paragraph.

4. It is unlawful for any member of the Commission, the

Administrator, or any other officer or employee of the Department to

use for personal benefit any information which is filed with or

obtained by the Administrator and which is not made public. No

provision of the Oklahoma Uniform Securities Act of 2004 authorizes

any member of the Commission, the Administrator or any other officer

or employee of the Department to disclose any such information

except among themselves or when necessary or appropriate in a

proceeding or investigation under the Oklahoma Uniform Securities

Act of 2004 or in connection with a proceeding or investigation

conducted by any state, federal or foreign law enforcement agency,

securities agency or self-regulatory organization. No provision of

the Oklahoma Uniform Securities Act of 2004 either creates or

derogates from any privilege which exists at common law or otherwise

when documentary or other evidence is sought under a subpoena

directed to any member of the Commission, the Administrator or any

other officer or employee of the Department.

5. Except on proof of corruption, no Commissioner shall for his

or her acts or failure to act be civilly liable to any investor,

applicant for registration, or any other person.

D. The Governor shall biennially appoint Commission members to

serve for a staggered term of six (6) years. Upon the expiration of

initial terms, the term of each member shall be six (6) years from

the date of his or her appointment and qualification, and until his

or her successor shall qualify. Vacancies shall be filled by the

Governor for the unexpired term. Members shall be eligible for

reappointment.

Oklahoma Statutes - Title 71. Securities

E. The Commission shall select a chair and is hereby authorized

to adopt rules for conducting its proceedings. Any three members

shall constitute a quorum for transacting Commission business. The

Commission shall meet bimonthly on such date as it may designate and

may meet at such other times as it may deem necessary, or when

called by the chair or by any two members. Complete minutes of each

meeting shall be kept and filed in the Department and shall be

available for public inspection during reasonable office hours. The

Commission shall report annually to the Governor, to the Speaker of

the House of Representatives and to the President Pro Tempore of the

Senate. The report shall contain the minutes of each meeting held

during the year, legislative recommendations, a summary of

violations of the Oklahoma Uniform Securities Act of 2004 and action

taken thereon, a list of securities registered under the Oklahoma

Uniform Securities Act of 2004 and such other data and information

as may be deemed necessary or appropriate. The Commission is hereby

authorized to publish such report, and the Administrator may sell

copies of such report at such price as is reasonably sufficient to

defray the expenses of the Department in preparing, publishing, and

disseminating the same. Each member of the Commission shall have

unrestricted access to all offices and records under the

jurisdiction of the Department. The Commission, or a majority

thereof, may exercise any power or perform any act authorized for

the Administrator under the provisions of the Oklahoma Uniform

Securities Act of 2004.

F. The Commission shall appoint a full-time Administrator, who

shall serve at the pleasure of the Commission. The Administrator

shall administer the Oklahoma Uniform Securities Act of 2004 under

the supervision of the Commission and in accordance with its

policies.

G. The Administrator shall be a person of good moral character,

at least thirty (30) years of age, a resident taxpayer of Oklahoma,

and thoroughly familiar with corporate organization, investment

banking, investment trusts, the sale of securities, and the

statistical details of the manufacturing industries and commerce of

this state. In addition, the Administrator shall:

1. Be a graduate of an accredited law school and a member of

the Oklahoma Bar Association, or shall have had ten (10) years’

experience as a certified public accountant; and

2. Have at least three (3) years’ work experience involving

some aspect of the securities industry. The Commission may also

require additional qualifications. The salary of the Administrator

shall be fixed by the Commission.

H. The Administrator, with the approval of the Commission, may

designate a Deputy Securities Administrator, who shall possess the

same qualifications, including bond, required for the Administrator

and who shall perform all the duties required to be performed by the

Oklahoma Statutes - Title 71. Securities

Administrator when the Administrator is absent or unable to act for

any reason.

I. Before assuming office, the Administrator shall give a bond

in the sum of Fifty Thousand Dollars ($50,000.00) payable to the

State of Oklahoma, to be approved by the Attorney General of the

State of Oklahoma, conditioned that he or she will faithfully

execute the duties of the office. The Administrator may by rule or

order require any employee of the Department to be bonded on the

same condition and in the same or such lesser amount as he or she

determines. The expense of all such bonds shall be paid from funds

available to the Department.

J. 1. The internal administrative organization of the

Department shall be determined by the Commission in such manner as

to promote the efficient and effective enforcement of the Oklahoma

Uniform Securities Act of 2004. The Department shall include, but

not be limited to, divisions relating to:

registration of broker-dealers, agents, investment

advisers, and investment adviser representatives,

registration of securities,

investigation and enforcement, and

investor education.

2. Within the division of investor education, the Department

may provide the following services at the discretion of the

Administrator:

informing investors of all rights and remedies

available under this act,

informing investors of the availability of private

dispute resolution, including arbitration and

mediation, as an alternative to other courses of

action,

acting as a liaison between investors and the other

divisions of the Department, and

acting as a liaison between investors and issuers of

securities, broker-dealers or investment advisers

subject to the jurisdiction of the Department under

this act.

Nothing in this subsection shall authorize any employee of the

Department to represent the interests of, or to serve as counsel

for, investors in any proceeding or action to include an

administrative or civil proceeding brought by the Department or the

Securities and Exchange Commission, a proceeding brought by the

Financial Industry Regulatory Authority, Inc., or an arbitration or

mediation proceeding. Further, no employee of the Department may

advise any person about the value of securities or as to the

advisability of investing in, purchasing or selling securities, or

as to the value or merits of pursuing a particular course of action.

Oklahoma Statutes - Title 71. Securities

3. Records of the division of investor education shall not be

exempt from the provisions of the Open Records Act and Section 1-607

of this title except as provided for in subparagraph 8 of paragraph

B of Section 1-607 of this title.

K. The Administrator shall prepare in writing a manual of

necessary employee positions for the Department, including job

classifications, personnel qualifications, duties, maximum and

minimum salary schedules, and other personnel information, which

shall be approved by the Commission. The Administrator may select,

appoint, and employ such attorneys, accountants, auditors,

examiners, investigators, clerks, and other personnel as he or she

deems necessary for the proper administration of the Oklahoma

Uniform Securities Act of 2004, and may fix their compensation and

the salary of the Deputy Administrator. The Deputy Administrator

and other employees of the Department shall serve at the pleasure of

the Administrator.

L. The Commission and the Securities Department shall be

assigned offices in Oklahoma City, Oklahoma, by the Office of

Management and Enterprise Services, and all records of the

Commission and Department shall be kept in those offices, unless and

until transferred to the Records Management Division of the Oklahoma

Department of Libraries.

M. 1. Neither the Administrator nor any employee of the

Department, during their respective terms of employment, shall serve

as a director, officer, shareholder, member, partner, agent or

employee of any person who, during the period of such

Administrator’s or employee’s employment with the Department:

was licensed or applied for registration as a brokerdealer, agent, investment adviser or investment

adviser representative under this act, or

applied for or secured the registration of securities

under the Oklahoma Uniform Securities Act of 2004.

2. Nothing in paragraph 1 of this subsection shall prohibit the

holding, purchasing or selling of any securities by the

Administrator or any employee of the Department in accordance with

regulations adopted by the Commission for the purpose of protecting

the public interest and avoiding conflicts of interest.

3. Nothing contained in paragraph 1 of this subsection shall

prohibit the holding, purchasing or selling of any securities of any

issuer described in subparagraph b of paragraph 1 of this subsection

of this section by the Administrator if either:

the Administrator together with his or her spouse, or

minor children, owns less than one percent (1%) of any

class of outstanding securities of any such issuer so

long as such securities are not purchased in an

initial public offering, or

Oklahoma Statutes - Title 71. Securities

such securities are held or purchased through a

management account or trust administered by a bank or

trust company authorized to do business in this state

that has sole investment discretion regarding the

holding, purchasing or selling of such securities and

the Administrator or employee did not, directly or

indirectly, advise, counsel or command the holding,

purchasing or selling of any securities or furnish any

information relating to any such securities to such

bank or trust company and further, such account or

trust does not at any time have more than ten percent

(10%) of its total assets invested in the securities

of any one issuer or hold more than five percent (5%)

of the outstanding securities of any class of

securities of any one issuer.

N. The Oklahoma Uniform Securities Act of 2004 does not create

or diminish a privilege or exemption that exists at common law, by

statute or rule, or otherwise.

O. The Administrator may develop and implement investor

education initiatives to inform the public about investing in

securities, with particular emphasis on the prevention and detection

of securities fraud. In developing and implementing these

initiatives, the Administrator may collaborate with public and

nonprofit organizations with an interest in investor education. The

Administrator may accept a grant or donation from a person that is

not affiliated with the securities industry or from a nonprofit

organization, regardless of whether the organization is affiliated

with the securities industry, to develop and implement investor

education initiatives. This subsection does not authorize the

Administrator to require participation or monetary contributions of

a registrant in an investor education program.

Added by Laws 2003, c. 347, § 39, eff. July 1, 2004. Amended by

Laws 2012, c. 304, § 643; Laws 2017, c. 158, § 3, emerg. eff. May 1,

2017; Laws 2022, c. 77, § 34, eff. Nov. 1, 2022; Laws 2023, c. 225,

§ 1, emerg. eff. May 5, 2023.

§71-1-602. Investigations and subpoenas.

A. The Administrator may:

1. Conduct public or private investigations within or outside

of this state which the Administrator considers necessary or

appropriate to determine whether a person has violated, is

violating, or is about to violate this act or a rule adopted or

order issued under this act, or to aid in the enforcement of this

act or in the adoption of rules and forms under this act;

2. Require or permit a person to testify, file a statement, or

produce a record, under oath or otherwise as the Administrator

determines, as to all the facts and circumstances concerning a

Oklahoma Statutes - Title 71. Securities

matter to be investigated or about which an action or proceeding is

to be instituted; and

3. Publish a record concerning an action, proceeding, or an

investigation under, or a violation of, this act or a rule adopted

or order issued under this act if the Administrator determines it is

necessary or appropriate in the public interest and for the

protection of investors.

B. For the purpose of an investigation or proceeding under this

act, the Administrator or its designated officer may administer

oaths and affirmations, subpoena witnesses, seek compulsion of

attendance, take evidence, require the filing of statements, and

require the production of any records that the Administrator

considers relevant or material to the investigation or proceeding.

C. If a person does not appear or refuses to testify, file a

statement, produce records, or otherwise does not obey a subpoena as

required by the Administrator under this act, the Administrator may

apply to the district court of Oklahoma County or the district court

in any other county where service can be obtained or a court of

another state to enforce compliance. The court may:

1. Hold the person in contempt;

2. Order the person to appear before the Administrator or an

officer designated by the Administrator;

3. Order the person to testify about the matter under

investigation or in question;

4. Order the production of records;

5. Grant injunctive relief, including restricting or

prohibiting the offer or sale of securities or the providing of

investment advice;

6. Impose a civil penalty up to a maximum of Five Thousand

Dollars ($5,000.00) for a single violation or Two Hundred Fifty

Thousand Dollars ($250,000.00) for multiple violations in a single

proceeding or a series of related proceedings; and

7. Grant any other necessary or appropriate relief.

D. This section does not preclude a person from applying to the

district court of Oklahoma County or a court of another state for

relief from a request to appear, testify, file a statement, produce

records, or obey a subpoena.

E. An individual is not excused from attending, testifying,

filing a statement, producing a record or other evidence, or obeying

a subpoena of the Administrator or a designated officer under this

act or in an action or proceeding instituted by the Administrator

under this act on the ground that the required testimony, statement,

record, or other evidence, directly or indirectly, may tend to

incriminate the individual or subject the individual to a criminal

fine, penalty, or forfeiture. If the individual refuses to testify,

file a statement, or produce a record or other evidence on the basis

of the individual's privilege against self-incrimination, the

Oklahoma Statutes - Title 71. Securities

Administrator may apply to the district court of Oklahoma County to

compel the testimony, the filing of the statement, the production of

the record, or the giving of other evidence. The testimony, record,

or other evidence compelled under such an order may not be used,

directly or indirectly, against the individual in a criminal case,

except in a prosecution for perjury or contempt or otherwise failing

to comply with the order.

F. At the request of a law enforcement or another governmental

or regulatory agency or a self-regulatory organization, the

Administrator may provide assistance if the requesting entity states

that it is conducting an investigation to determine whether a person

has violated, is violating, or is about to violate a law or rule of

the other state or foreign jurisdiction relating to securities

matters that the requesting entity administers or enforces. The

Administrator may provide the assistance by using the authority to

investigate and the powers conferred by this section as the

Administrator determines is necessary or appropriate. The

assistance may be provided without regard to whether the conduct

described in the request would also constitute a violation of this

act or other law of this state if occurring in this state. In

deciding whether to provide the assistance, the Administrator may

consider whether the requesting entity is permitted and has agreed

to provide assistance reciprocally within its state, federal or

foreign jurisdiction to the Administrator on securities matters when

requested; whether compliance with the request would violate or

prejudice the public policy of this state; and the availability of

resources and employees of the Administrator to carry out the

request for assistance.

Added by Laws 2003, c. 347, § 40, eff. July 1, 2004.

§71-1-603. Civil enforcement.

A. If the Administrator believes that a person has engaged, is

engaging, or is about to engage in an act, practice, or course of

business constituting a violation of this act or a rule adopted or

order issued under this act or constituting a dishonest or unethical

practice or that a person has, is, or is about to engage in an act,

practice, or course of business that materially aids a violation of

this act or a rule adopted or order issued under this act or a

dishonest or unethical practice, the Administrator may, prior to,

concurrently with, or subsequent to an administrative proceeding,

maintain an action in the district court of Oklahoma County or the

district court of any other county where service can be obtained to

enjoin the act, practice, or course of business and to enforce

compliance with this act or a rule adopted or order issued under

this act.

B. In an action under this section and on a proper showing, the

court may:

Oklahoma Statutes - Title 71. Securities

1. Issue a permanent or temporary injunction, restraining

order, or declaratory judgment;

2. Order other appropriate or ancillary relief, which may

include:

an asset freeze, accounting, writ of attachment, writ

of general or specific execution, and appointment of a

receiver or conservator, that may be the

Administrator, for the defendant or the defendant's

assets,

ordering the Administrator to take charge and control

of a defendant's property, including investment

accounts and accounts in a depository institution,

rents, and profits; to collect debts; and to acquire

and dispose of property,

imposing a civil penalty up to a maximum of Five

Thousand Dollars ($5,000.00) for a single violation or

up to Two Hundred Fifty Thousand Dollars ($250,000.00)

for more than one violation; an order of rescission,

restitution, or disgorgement directed to a person that

has engaged in an act, practice, or course of business

constituting a violation of this act or the

predecessor act or a rule adopted or order issued

under this act or the predecessor act, and

ordering the payment of prejudgment and postjudgment

interest; or

3. Order such other relief as the court considers appropriate.

C. The Administrator may not be required to post a bond in an

action or proceeding under this act.

Added by Laws 2003, c. 347, § 41, eff. July 1, 2004.

§71-1-604. Administrative enforcement.

A. If the Administrator determines that a person has engaged,

is engaging, or is about to engage in an act, practice, or course of

business constituting a violation of this act or a rule adopted or

order issued under this act or constituting a dishonest or unethical

practice or that a person has materially aided, is materially

aiding, or is about to materially aid an act, practice, or course of

business constituting a violation of this act or a rule adopted or

order issued under this act or constituting a dishonest or unethical

practice, the Administrator may:

1. Issue an order directing the person to cease and desist from

engaging in the act, practice, or course of business or to take

other action necessary or appropriate to comply with this act;

2. Issue an order denying, suspending, revoking, or

conditioning the exemptions for a broker-dealer under subparagraph d

or f of paragraph 1 of subsection B of Section 1-401 of this title

Oklahoma Statutes - Title 71. Securities

or an investment adviser under subparagraph c of paragraph 2 of

subsection B of Section 1-403 of this title; or

3. Issue an order under Section 1-204 of this title.

B. An order under subsection A of this section is effective on

the date of issuance. Upon issuance of the order, the Administrator

shall promptly serve each person subject to the order with a copy of

the order and a notice that the order has been entered. The order

must include a statement whether the Administrator will seek a civil

penalty or costs of the investigation, a statement of the reasons

for the order, and notice that, within fifteen (15) days after

receipt of a request in a record from the person, the matter will be

scheduled for a hearing and the hearing shall be commenced within

fifteen (15) days of the matter being set for hearing. Any request

for a hearing shall be made in writing and the person making the

request shall specifically admit or deny the allegations contained

in the order. If a person subject to the order does not request a

hearing and none is ordered by the Administrator, within thirty (30)

days after the date of service of the order, the order, that may

include a civil penalty or costs of the investigation if a civil

penalty or costs were sought in the statement accompanying the

order, becomes final as to that person by operation of law. If a

hearing is requested or ordered, the Administrator, after notice of

and opportunity for hearing to each person subject to the order, may

modify or vacate the order or extend it until final determination.

C. If a hearing is requested or ordered pursuant to subsection

B of this section, a hearing must be held pursuant to the

Administrative Procedures Act. A final order may not be issued

unless the Administrator makes findings of fact and conclusions of

law in a record in accordance with the Administrative Procedures

Act. The final order may make final, vacate, or modify the order

issued under subsection A of this section.

D. In a final order under subsection C of this section, the

Administrator may impose a civil penalty up to a maximum of Five

Thousand Dollars ($5,000.00) for a single violation or up to Two

Hundred Fifty Thousand Dollars ($250,000.00) for multiple violations

in a single proceeding or a series of related proceedings.

E. In a final order, the Administrator may charge the actual

cost of an investigation or proceeding for a violation of this act

or a rule adopted or order issued under this act.

F. If a petition for judicial review of a final order is not

filed in accordance with Section 1-609 of this title, the

Administrator may file a certified copy of the final order with the

clerk of a court of competent jurisdiction. The order so filed has

the same effect as a judgment of the court and may be recorded,

enforced, or satisfied in the same manner as a judgment of the

court.

Oklahoma Statutes - Title 71. Securities

G. If a person does not comply with an order under this

section, the Administrator may petition a court of competent

jurisdiction to enforce the order. The court may not require the

Administrator to post a bond in an action or proceeding under this

section. If the court finds, after service and opportunity for

hearing, that the person was not in compliance with the order, the

court may adjudge the person in civil contempt of the order. The

court may impose a further civil penalty against the person for

contempt in an amount not to exceed One Thousand Dollars ($1,000.00)

for each violation and may grant any other relief the court

determines is just and proper in the circumstances.

Added by Laws 2003, c. 347, § 42, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 35, eff. Nov. 1, 2022.

§71-1-605. Rules, forms, orders, interpretative opinions, and

hearings.

A. The Administrator may:

1. Issue forms and orders and, after notice and comment, may

adopt and amend rules necessary or appropriate to carry out this act

and may repeal rules, including rules and forms governing

registration statements, applications, notice filings, reports, and

other records;

2. By rule, define terms, whether used in this act, but those

definitions may not be inconsistent with this act; and

3. By rule, classify securities, persons, and transactions and

adopt different requirements for different classes.

B. Under this act, a rule or form may not be adopted or

amended, or an order issued or amended, unless the Administrator

finds that the rule, form, order, or amendment is necessary or

appropriate in the public interest or for the protection of

investors and is consistent with the purposes intended by this act.

In adopting, amending, and repealing rules and forms, Section 1-608

of this title applies in order to achieve uniformity among the

states and coordination with federal laws in the form and content of

registration statements, applications, reports, and other records,

including the adoption of uniform rules, forms, and procedures.

C. Subject to Section 15(i) of the Securities Exchange Act (15

U.S.C. Section 78o(i)) and Section 222 of the Investment Advisers

Act of 1940 (15 U.S.C. Section 80b-18a), the Administrator may

require that a financial statement filed under this act be prepared

in accordance with generally accepted accounting principles in the

United States and comply with other requirements specified by rule

adopted or order issued under this act. A rule adopted or order

issued under this act may establish:

1. Subject to Section 15(i) of the Securities Exchange Act (15

U.S.C. Section 78o(i)) and Section 222 of the Investment Advisors

Oklahoma Statutes - Title 71. Securities

Act of 1940 (15 U.S.C. Section 80b-18a), the form and content of

financial statements required under this act;

2. Whether unconsolidated financial statements must be filed;

and

3. Whether required financial statements must be audited by an

independent certified public accountant.

D. The Administrator may provide interpretative opinions or

issue determinations that the Administrator will not institute a

proceeding or an action under this act against a specified person

for engaging in a specified act, practice, or course of business if

the determination is consistent with this act. The charge for

interpretative opinions or determinations that the Administrator

will not institute an action or a proceeding under this act shall be

specified in Section 1-612 of this title.

E. A penalty under this act may not be imposed for, and

liability does not arise from, conduct that is engaged in or omitted

in good faith believing it conforms to a rule, form, or order of the

Administrator under this act.

F. A hearing in an administrative proceeding under this act

shall be conducted in public.

Added by Laws 2003, c. 347, § 43, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 36, eff. Nov. 1, 2022.

§71-1-606. Administrative files and opinions.

A. The Administrator shall maintain, or designate a person to

maintain, a register of applications for registration of securities;

registration statements; notice filings; applications for

registration of broker-dealers, agents, investment advisers, and

investment adviser representatives; notice filings by federal

covered investment advisers that are or have been effective under

this act or the predecessor act; notices of claims of exemption from

registration or notice filing requirements contained in a record;

orders issued under this act or the predecessor act; and

interpretative opinions or no action determinations issued under

this act.

B. The Administrator shall make all rules, forms,

interpretative opinions, and orders available to the public.

C. The Administrator shall furnish a copy of a record that is a

public record or a certification that the public record does not

exist to a person who so requests. The charge for furnishing the

record or certification shall be specified in Section 1-612 of this

title. A copy of the record certified or a certificate by the

Administrator of a record's nonexistence is prima facie evidence of

a record or its nonexistence.

Added by Laws 2003, c. 347, § 44, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 37, eff. Nov. 1, 2022.

Oklahoma Statutes - Title 71. Securities

§71-1-607. Public records - Confidentiality.

A. Except as otherwise provided in subsection B of this

section, records obtained by the Administrator or filed under this

act, including a record contained in or filed with a registration

statement, application, notice filing, or report, are public records

and are available for public examination.

B. The following records are not public records and are not

available for public examination under subsection A of this section:

1. A record obtained by the Administrator or created by a

representative of the Administrator in connection with an audit or

inspection under subsection K of Section 1-305 or subsection D of

Section 1-410 of this title or an investigation under Section 1-602

of this title;

2. A part of a record filed in connection with a registration

statement under Sections 1-301 and 1-303 through 1-305 of this title

or a record obtained under subsection K of Section 1-305 or

subsection D of Section 1-410 of this title that contains trade

secrets or confidential information if the person filing the

registration statement or providing the record has asserted a claim

of confidentiality or privilege that is authorized by law;

3. A record that is not required to be provided to the

Administrator or filed under this act and is provided to the

Administrator only on the condition that the record will not be

subject to public examination or disclosure;

4. A record in a litigation file;

5. A nonpublic record received from a person specified in

subsection A of Section 1-608 of this title;

6. A record obtained by the Administrator through a designee of

the Administrator that a rule or order under this act determines has

been:

expunged from the Administrator's records by the

designee, or

determined to be nonpublic or nondisclosable by that

designee if the Administrator finds the determination

to be in the public interest and necessary for the

protection of investors;

7. Any Social Security number, residential address unless used

as a business address, and residential telephone number contained in

a record that is filed; and

8. Any records concerning a participant in the Department's

investor education program that would be individual student records

or communications subject to the protections of Section 24A.16 of

Title 51 of the Oklahoma Statutes or the Family Educational Rights

and Privacy Act unless authorized for release by the parent or

guardian of the participant or by the participant if he or she is

eighteen (18) years of age or older.

Oklahoma Statutes - Title 71. Securities

C. If disclosure is for the purpose of a civil or

administrative investigation, action, or proceeding brought by the

Administrator or a criminal referral made by the Administrator or to

a person specified in subsection A of Section 1-608 of this title,

the Administrator may disclose a record obtained in connection with

an audit or inspection under subsection K of Section 1-305 of this

title or subsection D of Section 1-410 of this title or a record

obtained or created in connection with an investigation under

Section 1-602 of this title so long as the receiving person

specified in subsection A of Section 1-608 of this title provides

assurances to undertake such safeguards as are necessary and

appropriate to protect the confidentiality of files to which access

is granted and information derived therefrom.

Added by Laws 2003, c. 347, § 45, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 38, eff. Nov. 1, 2022.

§71-1-608. Uniformity and cooperation with other agencies.

A. The Administrator shall, in its discretion, cooperate,

coordinate, consult, and, subject to Section 1-607 of this title,

share records and information with the securities regulator of

another state, Canada, a Canadian province or territory, a foreign

jurisdiction, the Securities and Exchange Commission, the United

States Department of Justice, the Commodity Futures Trading

Commission, the Federal Trade Commission, the Securities Investor

Protection Corporation, a self-regulatory organization, a national

or international organization of securities regulators, a federal or

state banking and insurance regulator, and a governmental law

enforcement agency to effectuate greater uniformity in securities

matters among the federal government, self-regulatory organizations,

states, and foreign governments.

B. In cooperating, coordinating, consulting, and sharing

records and information under this section and in acting by rule,

order, or waiver under this act, the Administrator shall, in its

discretion, take into consideration in carrying out the public

interest the following general policies:

1. Maximizing effectiveness of regulation for the protection of

investors;

2. Maximizing uniformity in federal and state regulatory

standards; and

3. Minimizing burdens on the business of capital formation,

without adversely affecting essentials of investor protection.

C. The cooperation, coordination, consultation, and sharing of

records and information authorized by this section includes:

1. Establishing or employing one or more designees as a central

depository for registration and notice filings under this act and

for records required or allowed to be maintained under this act;

2. Developing and maintaining uniform forms;

Oklahoma Statutes - Title 71. Securities

3. Conducting a joint examination or investigation;

4. Holding a joint administrative hearing;

5. Instituting and prosecuting a joint civil or administrative

proceeding;

6. Sharing and exchanging personnel;

7. Coordinating registrations under Sections 1-301 and 1-401

through 1-404 of this title and exemptions under Section 1-203 of

this title;

8. Sharing and exchanging records, subject to Section 1-607 of

this title;

9. Formulating rules, statements of policy, guidelines, forms,

and interpretative opinions and releases;

10. Formulating common systems and procedures;

11. Notifying the public of proposed rules, forms, statements

of policy, and guidelines;

12. Attending conferences and other meetings among securities

regulators, which may include representatives of governmental and

private sector organizations involved in capital formation, deemed

necessary or appropriate to promote or achieve uniformity; and

13. Developing and maintaining a uniform exemption from

registration for small issuers, and taking other steps to reduce the

burden of raising investment capital by small businesses.

Added by Laws 2003, c. 347, § 46, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 39, eff. Nov. 1, 2022.

§71-1-609. Commission review of order - Judicial review.

A. Any person aggrieved by final order of the Administrator may

obtain a review by the Commission by filing with the Administrator,

within fifteen (15) days after the entry of the order, a written

petition praying that the order be modified or set aside in whole or

in part and stating the person’s specific grounds therefor. The

petition, the record upon which the final order was issued, and

written briefs submitted by the appealing parties and the

Administrator shall be reviewed by the Commission. The cost of

preparing the record of the administrative hearing shall be borne by

the appealing parties. Oral argument by all parties may be heard by

the Commission en banc if requested by an appealing party. Other

than newly discovered evidence, additional evidence may only be

presented by the appealing party and/or the Administrator on the

request of the Commission. Upon the written request of the party on

whose behalf the appeal is brought, or upon the party’s own motion,

the Administrator shall cause complete stenographic notes to be

taken of the proceeding before the Commission. If requested by the

appealing party, the cost of taking and transcribing such notes

shall be borne by the said appealing party. If such notes are taken

upon the motion of the Administrator, the cost shall be borne by the

Department. The Commission or a majority thereof shall make such

Oklahoma Statutes - Title 71. Securities

order as is deemed proper, just, and equitable within sixty (60)

days of receipt by the Administrator of the written petition of the

appealing party or at such later time as agreed to by all parties.

B. Appeals by any person aggrieved by a final order of the

Commission, except a final order of the Commission to cease and

desist, shall be taken to the Supreme Court of this state within

thirty (30) days of the date that a copy of the order is mailed to

such person, as shown by the certificate of mailing attached to the

order. Any person aggrieved by a final order of the Commission to

cease and desist shall be taken to the district court of Oklahoma

County within thirty (30) days of the date that a copy of the order

is mailed to such person, as shown by the certificate of mailing

attached to the order. The proceedings for review shall be as now

prescribed by law and by rules of the reviewing court, subject to

the power of the reviewing court to make other and further rules

with reference thereto.

C. The commencement of proceedings under this section before

the Commission shall not operate as a stay of the Administrator's

order, unless so ordered by the Commission. The commencement of

proceedings under this section before the Supreme Court shall not

operate as a stay of the Commission's order, unless so ordered by

the Court.

Added by Laws 2003, c. 347, § 47, eff. July 1, 2004.

§71-1-610. Jurisdiction.

A. Sections 1-301 and 1-302, subsection A of Section 1-401,

subsection A of Section 1-402, subsection A of Section 1-403,

subsection A of Section 1-404, and Sections 1-501, 1-506, 1-509 and

1-510 of this title do not apply to a person that sells or offers to

sell a security unless the offer to sell or the sale is made in this

state or the offer to purchase or the purchase is made and accepted

in this state.

B. Subsection A of Section 1-401, subsection A of Section 1402, subsection A of Section 1-403, subsection A of Section 1-404,

and Sections 1-501, 1-506, 1-509 and 1-510 of this title do not

apply to a person that purchases or offers to purchase a security

unless the offer to purchase or the purchase is made in this state

or the offer to sell or the sale is made and accepted in this state.

C. For the purpose of this section, an offer to sell or to

purchase a security is made in this state, whether or not either

party is then present in this state, if the offer:

1. Originates from within this state; or

2. Is directed by the offeror to a place in this state and

received at the place to which it is directed.

D. For the purpose of this section, an offer to purchase or to

sell is accepted in this state, whether or not either party is then

present in this state, if the acceptance:

Oklahoma Statutes - Title 71. Securities

1. Is communicated to the offeror in this state and the offeree

reasonably believes the offeror to be present in this state and the

acceptance is received at the place in this state to which it is

directed; and

2. Has not previously been communicated to the offeror, orally

or in a record, outside this state.

E. An offer to sell or to purchase is not made in this state

when a publisher circulates or there is circulated on the

publisher's behalf in this state a bona fide newspaper or other

publication of general, regular, and paid circulation that is not

published in this state, or that is published in this state but has

had more than two thirds of its circulation outside this state

during the previous twelve (12) months or when a radio or television

program or other electronic communication originating outside this

state is received in this state. A radio or television program or

other electronic communication is considered as having originated in

this state if either the broadcast studio or the originating source

of transmission is located in this state, unless:

1. The program or communication is syndicated and distributed

from outside this state for redistribution to the general public in

this state;

2. The program or communication is supplied by a radio,

television, or other electronic network with the electronic signal

originating from outside this state for redistribution to the

general public in this state;

3. The program or communication is an electronic communication

that originates outside this state and is captured for

redistribution to the general public in this state by a community

antenna or cable, radio, cable television, or other electronic

system; or

4. The program or communication consists of an electronic

communication that originates in this state, but which is not

intended for distribution to the general public in this state.

F. Subsection A of Section 1-403, subsection A of Section 1404, subsection A of Section 1-405, and Sections 1-502, 1-505, and

1-506 of this title apply to a person if the person engages in an

act, practice, or course of business instrumental in effecting

prohibited or actionable conduct in this state, whether either party

is then present in this state.

Added by Laws 2003, c. 347, § 48, eff. July 1, 2004. Amended by

Laws 2022, c. 77, § 40, eff. Nov. 1, 2022.

§71-1-611. Service of process.

A. A consent to service of process required by this act must be

signed and filed in the form required by a rule adopted or order

issued under this act. A consent appointing the Administrator the

person's agent for service of process in a noncriminal action or

Oklahoma Statutes - Title 71. Securities

proceeding against the person or the person's successor or personal

representative under this act or a rule adopted or order issued

under this act after the consent is filed, has the same force and

validity as if the service were made personally on the person filing

the consent. A person that has filed a consent complying with this

subsection in connection with a previous application for

registration or notice filing need not file an additional consent.

B. If a person, including a nonresident of this state, engages

in an act, practice, or course of business prohibited or made

actionable by this act or a rule adopted or order issued under this

act and the person has not filed a consent to service of process

under subsection A of this section, the act, practice, or course of

business constitutes the appointment of the Administrator as the

person's agent for service of process in a noncriminal action or

proceeding against the person or the person's successor or personal

representative and has the same force and validity as if the service

were made personally on the person.

C. Service under subsection A or B of this section may be made

by providing a copy of the process to the office of the

Administrator, but it is not effective unless:

1. The plaintiff, which may be the Administrator, promptly

sends notice of the service and a copy of the process, return

receipt requested, to the defendant or respondent at the address set

forth in the consent to service of process or, if a consent to

service of process has not been filed, at the last known address, or

takes other reasonable steps to give notice; and

2. The plaintiff files an affidavit of compliance with this

subsection in the action or proceeding on or before the return day

of the process, if any, or within the time that the court, or the

Administrator in a proceeding before the Administrator, allows.

D. Service pursuant to subsection C of this section may be used

in a proceeding before the Administrator or by the Administrator in

a civil action in which the Administrator is the moving party.

Service by mail shall be effective on the date of receipt by the

defendant or respondent or if refused, on the date of refusal by the

defendant or respondent. Acceptance or refusal of service by mail

by a person who is fifteen (15) years of age or older shall

constitute acceptance or refusal by the party addressed. Acceptance

or refusal by any officer or by any employee of the registered

office or principal place of business who is authorized to or who

regularly receives certified mail shall constitute acceptance or

refusal by the party addressed. A return receipt signed at such

registered office or principal place of business shall be presumed

to have been signed by an employee authorized to receive certified

mail. Refusal by any person to accept delivery of the certified

mail provided for in this section, or the refusal to sign the return

receipt, or the lack of knowledge of the Administrator of any

Oklahoma Statutes - Title 71. Securities

address to which process may have been mailed shall not in any

manner affect the legality of the service, and the person shall be

presumed to have had knowledge of the contents of the process.

E. If process is served under subsection C of this section, the

court, or the Administrator in a proceeding before the

Administrator, shall order continuances as are necessary or

appropriate to afford the defendant or respondent reasonable

opportunity to defend.

Added by Laws 2003, c. 347, § 49, eff. July 1, 2004.

§71-1-612. Fees.

A. Unless otherwise provided for by law, the following shall be

the fees charged pursuant to the provisions of this act:

1. Broker-dealer registration fee or

renewal fee...............................$300.00

2. Broker-dealer or issuer agent or

broker-dealer principal

registration fee or renewal fee............$50.00

3. Broker-dealer agent on an inactive

basis, renewal fee.........................$10.00

4. Investment adviser registration fee

or renewal fee............................$300.00

5. Investment adviser annual notice

filing fee................................$300.00

6. Investment adviser representative

registration fee or renewal fee............$50.00

7. Mass transfer fee...........................$10.00 per

transferee

8. Mailing list fee............................$30.00 per year

9. Review of sales literature package..........$50.00

10. Broker-dealer or investment adviser

financial or operating reports.............$50.00

11. Issuer sales reports........................$50.00

12. Notice of exemption filing or

request for order of exemption............$250.00

13. Interpretive opinion or no-action

request...................................$250.00

14. Affidavit request...........................$10.00

15. Service of process upon the

Administrator..............................$10.00

16. Amendments to registration

statements or notice filings

pursuant to Section 1-302 of this

title involving changes to the

issuer's application or notice

filing form:

examination fee.......................$50.00, and

Oklahoma Statutes - Title 71. Securities

a filing fee computed in the same

manner as the filing fee required

pursuant to of subsection B of

this section for any additional

securities being registered.

17. Copying fee.

8 1/2" by 14" or smaller................$.25 per page

Larger than 8 1/2" by 14"..............$1.00 per page

Certified copy 8 1/2" by 14"

or smaller.............................$1.00 per page

Certified copy larger than 8

1/2" by 14"............................$2.00 per page

18. Document search fee for commercial

purpose....................................$20.00 per hour

19. Notice filing fee for a federal

covered security under Section

18(b)(4)(D)(ii) and (b)(4)(F) of

the Securities Act of 1933 (15

U.S.C. Section 77r(b)(4)(D)(ii)

and (b)(4)(F).............................$250.00

20. Late fee for late notice filing for

a federal covered security under

Section 18(b)(4)(F) of the

Securities Act of 1933 (15 U.S.C.

Section 77r(b)(4)(F)......................$250.00

B. For the purpose of registering securities under this act,

any person filing a registration statement shall pay an examination

fee of Two Hundred Dollars ($200.00) and a filing fee computed upon

the aggregate offering price of the securities sought to be

registered in Oklahoma as follows:

a fee equal to one-tenth of one percent (1/10 of 1%)

of said price; provided, in no event shall the filing

fee be less than Two Hundred Dollars ($200.00) or more

than Two Thousand Five Hundred Dollars ($2,500.00).

C. Any person making a notice filing pursuant to subsection A

of Section 1-302 of this title, or renewing such a filing, shall pay

a filing fee of Five Hundred Dollars ($500.00) with each such notice

or renewal filed.

D. A person required to pay a filing or notice fee under this

section may transmit the fee through or to a person designated by

rule adopted or order issued under this act. All fees and other

charges collected by the Administrator shall be deposited in the

General Revenue Fund with the State Treasurer, except for the fees

deposited in the Oklahoma Department of Securities Revolving Fund

and the amounts deposited in the Oklahoma Department of Securities

Investor Education Revolving Fund.

Oklahoma Statutes - Title 71. Securities

E. There is hereby created in the State Treasury a revolving

fund for the Oklahoma Department of Securities to be designated the

"Oklahoma Department of Securities Revolving Fund". The fund shall

be a continuing fund, not subject to fiscal year limitations, and

shall consist of fees and other charges collected by the

Administrator as follows:

1. The fees collected pursuant to paragraphs 1, 4, 5, 8, 14,

15, 17 and 18 of subsection A of this section;

2. The fees collected pursuant to the provisions of Section 1504 of this title as provided in paragraph 9 of subsection A of this

section;

3. The examination fees designated in paragraph 16 of

subsection A and in subsection B of this section;

4. The amounts collected pursuant to subsection D of Section 1605 of this title set forth in paragraph 13 of subsection A of this

section; and

5. One Hundred Fifty Dollars ($150.00) of each filing fee

collected pursuant to subsection C of this section.

The Oklahoma Department of Securities Revolving Fund shall be a

continuing fund, not subject to fiscal year limitations.

Expenditures from the Oklahoma Department of Securities Revolving

Fund shall be made pursuant to the laws of this state and the

statutes relating to the Oklahoma Department of Securities, and

without legislative appropriation. Expenditures from the Oklahoma

Department of Securities Revolving Fund shall be made upon warrants

issued by the State Treasurer against claims filed as prescribed by

law with the Director of the Office of Management and Enterprise

Services for approval and payment.

F. There is hereby created in the State Treasury a revolving

fund for the Oklahoma Department of Securities to be designated the

"Oklahoma Department of Securities Investor Education Revolving

Fund". The fund shall be a continuing fund, not subject to fiscal

year limitations, and shall consist of all amounts collected

pursuant to court order or judgment in actions brought by the

Administrator, and amounts received in multistate settlements

participated in by the Department, and interest attributable to the

investment of the fund that shall be deposited in the Oklahoma

Department of Securities Investor Education Revolving Fund. The

Fund may be invested in any investment instrument allowed by

Oklahoma Statutes to the State Treasurer for the investment of state

funds. Any amounts received from any court settlement in excess of

One Million Dollars ($1,000,000.00) shall be transferred to the

General Fund. The Administrator shall use the moneys in this fund

exclusively for the specific purposes of research for education and

education of Oklahoma residents in matters concerning securities

laws and general investor protection. The Oklahoma Department of

Securities Investor Education Revolving Fund shall be a continuing

Oklahoma Statutes - Title 71. Securities

fund, not subject to fiscal year limitations. Expenditures from the

Oklahoma Department of Securities Investor Education Revolving Fund

shall be made pursuant to the laws of this state and the statutes

relating to the Oklahoma Department of Securities, and without

legislative appropriation. Expenditures from the Oklahoma

Department of Securities Investor Education Revolving Fund shall be

made upon warrants issued by the State Treasurer against claims

filed as prescribed by law with the Director of the Office of

Management and Enterprise Services for approval and payment.

G. There is hereby created a petty cash fund for the Oklahoma

Department of Securities. The Director of the Office of Management

and Enterprise Services and the Administrator are hereby authorized

and it shall be their duty to fix the maximum amount of the petty

cash fund, not to exceed Five Hundred Dollars ($500.00). The

Director of the Office of Management and Enterprise Services shall

prescribe all forms, systems, and procedures for administering the

petty cash fund. The fund shall be used solely to pay:

1. Examination, investigation and litigation expenses of the

Department, including, but not limited to, court costs, filing fees,

copying fees, and witness fees; and

2. Incidental operating expenses of the Department not to

exceed One Hundred Dollars ($100.00) per transaction.

H. Once paid, fees shall be nonrefundable.

I. Section 211 of Title 62 of the Oklahoma Statutes shall not

apply to the Oklahoma Department of Securities or the Oklahoma

Securities Commission.

Added by Laws 2003, c. 347, § 50, eff. July 1, 2004. Amended by

Laws 2004, c. 265, § 1; Laws 2012, c. 304, § 644; Laws 2022, c. 77,

§ 41, eff. Nov. 1, 2022.

§71-1-613. Availability of data for supervision of personnel Sharing of data - Confidentiality.

A. A supervisory agency shall make available to a requesting

agency any data obtained or generated by, and in the possession of,

the supervisory agency and that the requesting agency deems

necessary for review in connection with the supervision of any

person over which the requesting agency has direct supervisory

authority. However, the requested data must relate to the person,

or an affiliate of the person, over which the requesting agency has

direct supervisory authority. An agency has direct supervisory

authority over a person if such authority is specifically provided

by statute, or the agency granted the person's charter, license, or

registration, or otherwise granted permission for the person to

conduct its business in this state.

B. When a requesting agency and a federal regulatory agency or

self-regulatory association have concurrent jurisdiction over a

person, a requesting agency may share with such agency or

Oklahoma Statutes - Title 71. Securities

association data received from a supervisory agency. However, the

federal regulatory agency or self-regulatory association must return

such shared data to the requesting agency unless the federal

regulatory agency or self-regulatory association has obtained

approval from the supervisory agency to retain the data. The term

"federal regulatory agency" shall not include law enforcement

agencies.

C. 1. Notwithstanding any other statute, rule, or policy

governing or relating to records of the requesting agency, all data

received by a requesting agency from a supervisory agency shall be

and remain confidential and not open to public inspection, subpoena,

or any other form of disclosure while in the possession of the

requesting agency. Any request for inspection, subpoena, or other

form of disclosure shall be directed at the supervisory agency from

which the data originated and disclosure thereof shall be subject to

the laws, rules, and policies governing or relating to records of

the supervisory agency.

2. The provisions of data by a supervisory agency to a

requesting agency under this section shall not constitute a waiver

of, or otherwise affect, any privilege or claim of confidentiality

that a supervisory agency may claim with respect to such data under

any federal laws or laws of this state.

D. A supervisory agency is not required to share original

documents with a requesting agency. A requesting agency shall

reimburse the supervisory agency for costs associated with providing

copies of data to the requesting agency.

E. Nothing in the Oklahoma Financial Privacy Act shall prohibit

the sharing of data as described in this section. Additionally,

neither a supervisory agency nor requesting agency shall be required

to follow any procedure described in the Oklahoma Financial Privacy

Act when sharing data as described in this section.

F. As used in this section:

1. "Affiliate" shall mean any person that controls, is

controlled by, or is under common control with another person. A

person shall be deemed to have "control" over any person if the

person:

directly or indirectly or acting through one or more

other persons owns, controls, or has power to vote ten

percent (10%) or more of any class of voting

securities of the other person, or

the person controls in any manner the election,

appointment, or designation of a majority of the

directors, trustees, or other managing officers of the

person;

2. "Data" shall mean copies of any documents, reports,

examination reports, letters, correspondence, orders, stipulations,

memorandums of understanding, agreements, or any other records not

Oklahoma Statutes - Title 71. Securities

open for public inspection generated by a supervisory agency or

obtained by a supervisory agency from the person it supervises,

whether in paper or electronic format. However, "data" shall not

include records that a requesting agency receives from a supervisory

agency pursuant to this section;

3. "Requesting agency" means, as applicable, the Oklahoma State

Banking Department, the Oklahoma Insurance Department, or the

Oklahoma Department of Securities, that requests from a supervisory

agency data relating to a person over which the requesting agency

does not have direct supervisory authority;

4. "Supervision" shall mean any examination, assessment, order,

stipulation, agreement, report, memorandum of understanding, or

other regulatory matter or process that a requesting agency is

authorized to perform in relation to a person; and

5. "Supervisory agency" shall mean, as applicable, the Oklahoma

State Banking Department, the Oklahoma Insurance Department, or the

Oklahoma Department of Securities, that maintains data relating to a

person over which the agency has direct supervisory authority.

Added by Laws 2003, c. 347, § 51, eff. July 1, 2004.

§71-1-701. Application of act to existing proceedings and rights.

A. The predecessor act exclusively governs all actions or

proceedings that are pending on the effective date of this act or

may be instituted on the basis of conduct occurring before the

effective date of this act, but a civil action may not be maintained

to enforce any liability under the predecessor act unless instituted

within any period of limitation that applied when the cause of

action accrued or within five (5) years after the effective date of

this act, whichever is earlier.

B. All effective registrations under the predecessor act, all

administrative orders relating to the registrations, rules,

statements of policy, interpretative opinions, declaratory rulings,

no action determinations, and conditions imposed on the

registrations under the predecessor act remain in effect while they

would have remained in effect if this act had not been enacted.

They are considered to have been filed, issued, or imposed under

this act, but are exclusively governed by the predecessor act.

C. The predecessor act exclusively applies to an offer or sale

made within one (1) year after the effective date of this act

pursuant to an offering made in good faith before the effective date

of this act on the basis of an exemption available under the

predecessor act.

Added by Laws 2003, c. 347, § 52, eff. July 1, 2004.

Frequently Asked Questions About Oklahoma § 71-1

What does Oklahoma Statutes § 71-1 cover?

Section 71-1 is part of the Oklahoma Statutes, the codified statutory law of Oklahoma. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Oklahoma § 71-1?

A common citation format is "Oklahoma Statutes § 71-1" (Oklahoma). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Oklahoma law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Oklahoma official source linked on this page or consult a licensed Oklahoma attorney.

How does Oklahoma § 71-1 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Oklahoma can advise on how this section applies to you. Contact your state or local bar association for a referral.

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Official text of § 71-1 at the Oklahoma source

Not legal advice. Verify against the official source and consult a licensed attorney in Oklahoma.

Oklahoma § 71-1

§ 71-1.

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Frequently Asked Questions About Oklahoma § 71-1

What does Oklahoma Statutes § 71-1 cover?

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