Michigan Laws 451.2463 – Servicing; requirements
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Terms Used In Michigan Laws 451.2463
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- Issuer: means a person that issues or proposes to issue a security, subject to the following:
(i) 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. See Michigan Laws 451.2102aLiabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity. Michigan investment market: means a person that is a broker-dealer, is exempt from federal registration under section 15(a)(1) of the securities exchange act of 1934, 15 USC 78o, and provides a market or exchange at which transactions in securities that are sold or offered for sale in this state under an intrastate offering exemption take place. See Michigan Laws 451.2451 Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land. Resident of this state: means 1 of the following, as applicable:
(i) If a person is an individual, his or her principal residence is located in this state. See Michigan Laws 451.2451Sale: 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 Michigan Laws 451.2102c Service: means to include securities issued by a person in or on a market or exchange for sale or to assist in facilitating securities transactions in or on a market or exchange. See Michigan Laws 451.2451 State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Michigan Laws 451.2102c
(1) A Michigan investment market may not service a business if the business has already utilized the services of a portal, market, or exchange that facilitates a secondary market for intrastate securities, rather than facilitates securities transactions for original purchasers of the business’s intrastate securities of those purchasers’ own securities. The business may not be or request to be serviced on 2 or more of those portals, markets, or exchanges at any given time.
(2) A Michigan investment market shall only service a business if that business meets, and the Michigan investment market verifies that the business meets, all of the following at the time the business conducts any offers, sales, or reselling of its intrastate securities:
(a) Is a resident of this state.
(b) Is doing business in this state at the time the business conducts any offers, sales, or reselling of its intrastate securities. For purposes of this subdivision, a business is considered to be doing business in this state if all of the following are met:
(i) If the business had gross revenues of more than $5,000.00 from the sale of products or services or other conduct of its business for its most recent 12-month fiscal period, it derived at least 80% of its gross revenues, and those of its subsidiaries on a consolidated basis, from the operation of a business or of real property located in or from the rendering of services in this state during 1 of the following time periods:
(A) In its most recent fiscal year, if the first offer of any part of the issue is made during the first 6 months of the issuer‘s current fiscal year.
(B) In the first 6 months of its current fiscal year, or during the 12-month fiscal period ending with that 6-month period, if the first offer of any part of the business’s intrastate offering is made during the last 6 months of the business’s current fiscal year.
(ii) At the end of its most recent semiannual fiscal period before the first offer of any part of the issue, the business had at least 80% of its assets and those of its subsidiaries on a consolidated basis located in this state.
(iii) The business intends to use and uses at least 80% of the net proceeds to the business from the sale or resale of intrastate securities in connection with the operation of a business or of real property in, the purchase of real property located in, or the rendering of services in this state.
(iv) The principal office of the business is located within this state.
(c) Is not insolvent. As used in this subdivision, “insolvent” means any of the following:
(i) The liabilities of the business exceed its assets.
(ii) The business is unable to pay its debts as they mature.
(iii) The business has filed for bankruptcy or made an assignment for the benefit of creditors.
(d) Is not subject to a current or pending disciplinary court order or injunctions.
(e) Is not a defendant in a pending court proceeding.
(f) Complies with the laws of this state applicable to the conduct of its business.