Selected Sections of the
Wyoming Securities Act
Sections included on this page:
FRAUDULENT PRACTICES PROHIBITED IN SECURITIES SALES AND PURCHASES
(a) It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly:
(i) To employ any device, scheme, or artifice to defraud;
(ii) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(iii) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
FRAUDULENT PRACTICES PROHIBITED IN ADVISORY ACTIVITIES
(a) It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:
(i) To employ any device, scheme, or artifice to defraud the other person; or
(ii) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person.
BROKER-DEALERS AND AGENTS; REGISTRATION REQUIRED; NOTIFICATION WHEN AGENT BEGINS OR TERMINATES ACTIVITIES; EXPIRATION OF REGISTRATIONS
(a) It is unlawful for any person to transact business in this state as a broker‑dealer or agent unless he is registered under this act [§§ 17‑4‑101 through 17‑4‑129].
(b) It is unlawful for any broker‑dealer or issuer to employ an agent unless the agent is registered. The registration of an agent is not effective during any period when he is not associated with a particular broker‑dealer registered under this act or a particular issuer. When an agent begins or terminates a connection with a broker‑dealer or issuer, or begins or terminates those activities which make him an agent, the agent as well as the broker‑dealer or issuer shall promptly notify the secretary of state.
(c) Every registration expires one (1) year from its effective date unless renewed.
or that it is otherwise in the public interest to do so.
(a) When used in this act, unless the context otherwise requires:
(i) "Administrator" means the secretary of state;
(ii) "Agent" means any individual other than a broker‑dealer who represents a broker‑dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include an individual who represents (A) an issuer in (I) effecting transactions in a security exempted by W.S. 17‑4‑114(a)(i), (ii), (iii), (ix) or (x), (II) effecting transactions exempted by W.S. 17‑4‑114(b), (III) effecting transactions in a covered security as described in section 18(b)(3) and 18(b)(4)(D) of the Securities Act of 1933, or (IV) effecting transactions with existing employees, partners or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state; or (B) a broker-dealer in effecting transactions in this state limited to those transactions described in section 15(h)(2) of the Securities Exchange Act of 1934. A partner, officer, or director of a broker‑dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition;
(iii) "Broker‑dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. "Broker‑dealer" does not include:
(A) An agent;
(B) An issuer;
(C) A bank, savings institution, or trust company, engaging in securities transactions limited to trust or banking functions and not with the general public;
(D) A person who has no place of business in this state if:
(I) He effects transactions in this state exclusively with or through (1) the issuers of the securities involved in the transactions, (2) other broker‑dealers or (3) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit‑sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; or
(II) During any period of twelve (12) consecutive months he does not direct more than fifteen (15) offers to sell or buy into this state in any manner to persons other than those specified in subdivision (I) of this subparagraph, whether or not the offeror or any of the offerees is then present in this state.
(E) A person who is resident in Canada, has no office or other physical presence in this state, and complies with the following conditions:
(I) Is a member of a self-regulatory organization or stock exchange in Canada;
(II) Maintains his provincial or territorial registration and his membership in a self-regulatory organization or stock exchange in good standing;
(III) Is not in violation of W.S. 17‑4‑101; and
(IV) Only effects or attempts to effect transactions in securities:
(1) With or for a person from Canada who is temporarily present in this state, with whom the Canadian person had a bona fide business-client relationship before the person entered this state; or
(2) With or for a person from Canada who is present in this state, whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.
(iv) "Fraud", "deceit", and "defraud" are not limited to common‑law deceit;
(v) "Guaranteed" means guaranteed as to payment of principal, interest, or dividends;
(vi) "Issuer" means any person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting trust certificates, or collateral trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued;
(vii) "Nonissuer" means not directly or indirectly for the benefit of the issuer;
(viii) "Person" means an individual, a corporation, a partnership, an association, a joint‑stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or political subdivision of a government;
(ix) (A) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value;
(B) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value;
(C) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value;
(D) A purported gift of assessable stock is considered to involve an offer and sale;
(E) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security;
(F) The terms defined in this subsection do not include:
(I) Any bona fide pledge or loan;
(II) Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock;
(III) Any act incident to a class vote by stockholders, pursuant to the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, reclassification of securities, or sale of corporate assets in consideration of the issuance of securities of another corporation; or
(IV) Any act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash.
(x) "Securities Act of 1933", "Securities Exchange Act of 1934", "Public Utility Holding Company Act of 1935", and "Investment Company Act of 1940" mean the federal statutes of those names as amended before or after the effective date of this act;
(xi) "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security or, in general, any interest or instrument commonly known as a "security", or any 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. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period;
(xii) "State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico;
(xiii) "Covered security" means any security that is a covered security under section 18(b) of the Securities Act of 1933 or rules or regulations promulgated thereunder, except, up through October 10, 1999, or such other date as may be legally permissible, a covered security for which a fee has not been paid and promptly remedied following written notification from the secretary of state to the issuer of the nonpayment or underpayment of such fees, as required by this chapter, shall not be a covered security.
PENALTIES FOR VIOLATIONS
(a) Any person who willfully violates any provision of this act [§§ 17‑4‑101 through 17‑4‑129] except W.S. 17‑4‑116 or who willfully violates any rule or order under this act, or who willfully violates W.S. 17‑4‑116 knowing the statement made to be false or misleading in any material respect, shall upon conviction be fined not more than five thousand dollars ($5,000.00) or imprisoned not more than three (3) years, or both; but no person may be imprisoned for the violation of any rule or order if he proves that he had no knowledge of the rule or order.
(b) The secretary of state may refer such evidence as is available concerning violations of this act or of any rule or order hereunder to the attorney general who may, with or without such a reference, institute the appropriate criminal proceedings under this act.
(c) Nothing in this act limits the power of the state to punish any person for any conduct which constitutes a crime by statute or at common law.
CIVIL LIABILITY OF SELLERS VIOLATING PROVISIONS
(a) Any person who:
(i) Offers or sells a security in violation of W.S. 17‑4‑103(a), 17‑4‑107, or 17‑4‑117(b) or of any rule or order under W.S. 17‑4‑115 which requires the affirmative approval of sales literature before it is used, or of any condition imposed under W.S. 17‑4‑110(d), 17‑4‑111(g), or 17‑4‑111(h); or
(ii) Offers or sells a security by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading (the buyer not knowing of the untruth or omission), and who does not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the untruth or omission, is liable to the person buying the security from him, who may sue either at law or in equity to recover the consideration paid for the security, together with interest at six percent (6%) per year from the date of payment, costs, and reasonable attorneys' fees, less the amount of any income received on the security, upon the tender of the security, or for damages if he no longer owns the security. Damages are the amount that would be recoverable upon a tender less the value of the security when the buyer disposed of it and interest at six percent (6%) per year from the date of disposition.
(b) Every person who directly or indirectly controls a seller liable under subsection (a) of this section, every partner, officer, or director of such a seller, every person occupying a similar status or performing similar functions, every employee of such a seller who materially aids in the sale, and every broker‑dealer or agent who materially aids in the sale are also liable jointly and severally with and to the same extent as the seller, unless the nonseller who is so liable sustains the burden of proof that he did not know, and in exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.
(c) Any tender specified in this section may be made at any time before entry of judgment.
(d) Every cause of action under this act survives the death of any person who might have been a plaintiff or defendant.
(e) No person may sue under this section more than two (2) years after the contract of sale. No person may sue under this section:
(i) If the buyer received a written offer, before suit and at a time when he owned the security, to refund the consideration paid together with interest at six percent (6%) per year from the date of payment, less the amount of any income received on the security, and he failed to accept the offer within thirty (30) days of its receipt; or
(ii) If the buyer received such an offer before suit and at a time when he did not own the security, unless he rejected the offer in writing within thirty (30) days of its receipt.
(f) No person who has made or engaged in the performance of any contract in violation of any provision of this act or any rule or order hereunder, or who has acquired any purported right under any such contract with knowledge of the facts by reason of which its making or performance was in violation, may base any suit on the contract.
(g) Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this act or any rule or order hereunder is void.
(h) The rights and remedies provided by this act are in addition to any other rights or remedies that may exist at law or in equity, but this act does not create any cause of action not specified in this section or W.S. 17‑4‑104(e).
This act [§§ 17‑4‑101 through 17‑4‑129] may be cited as the Uniform Securities Act.
CLEARING CORPORATIONS; REGISTRATION REQUIRED
(a) It is unlawful for any clearing corporation, as defined in W.S. 34.1‑8‑102(a)(v), other than a registered clearing agency which limits its business to those activities which are regulated by the United States Securities and Exchange Commission, to transact business in this state as a clearing corporation, including the clearance and settlement of securities, commercial paper and bank certificates of deposit unless it is a registered clearing corporation.
(b) The secretary of state may adopt reasonable rules and regulations necessary to implement this section.
(c) The director of the state department of audit or his designee shall inspect and examine each registered clearing corporation during each calendar year following W.S. 13‑3‑702(a) to the extent applicable. The examination shall be conducted pursuant to rules and regulations and orders as the director deems appropriate.
The above is not the complete act. This page contains only certain sections of the statute which we believe you may find informative. We do not and cannot guarantee the above sections are current law in this state. Legislatures may enact revised statutes at any time. Moreover these sections are presented for informational purposes only and are presented “as is” with all faults and with no warranties or guarantees as to the accuracy. Further, The content on these pages are not offered or intended to be legal advice by this firm for any purpose or manner whatsoever. If you require the current and complete version of the Law in your state, you should visit the Legislature home page of the particular state for more information or contact an attorney for advice on obtaining such information.