(a) It is unlawful for an individual to transact business in this State as an agent unless the individual is registered under this chapter as an agent or is exempt from registration as an agent under subsection (b).

Terms Used In Hawaii Revised Statutes 485A-402

  • 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. See Hawaii Revised Statutes 485A-102
  • Broker-dealer: means a person engaged in the business of effecting transactions in securities for the accounts of others or for the person's own account. See Hawaii Revised Statutes 485A-102
  • Federal covered investment adviser: means a person registered under the Investment Advisers Act of 1940. See Hawaii Revised Statutes 485A-102
  • 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. See Hawaii Revised Statutes 485A-102
  • Issuer: means a person that issues or proposes to issue a security, subject to the following:

    (1) 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 a depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued;

    (2) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property 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; and

    (3) 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. See Hawaii Revised Statutes 485A-102

  • 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. See Hawaii Revised Statutes 485A-102
  • 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. See Hawaii Revised Statutes 485A-102
(b) The following individuals are exempt from the registration requirement of subsection (a):

(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. § 78o(i)(3)), relating to de minimis transactions by associated persons;
(2) An individual who represents a broker-dealer that is exempt under section 485A-401(b) or 485A-401(d);
(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 company 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 § 485A-202, other than section 485A-202(a)(10) and (13);
(5) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer; provided that an individual who effects transactions in a federal covered security under section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(3) or 77r(b)(4)(D)) is not exempt if the individual is compensated in connection with the agent’s 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 section 485A-401(a) or exempt from registration under section 485A-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 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 clerical or ministerial acts; or
(9) Any other individual exempted by rule adopted or order issued under this chapter.
(c) The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this chapter or an issuer that is offering, selling, or purchasing its securities in this State.
(d) It is unlawful 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 broker-dealers or issuers unless the agent is registered under subsection (a) or exempt from registration under subsection (b).
(e) If an individual acts as an agent for more than one broker-dealer or one issuer at a time, the broker-dealers and issuers for which the agent acts shall be jointly and severally liable for the acts of the agent unless otherwise agreed to between the agent, broker-dealers, and issuers.

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