409.4-402. (a) It is unlawful for an individual to transact business inthis state as an agent unless the individual is registered under this act asan agent or is exempt from registration as an agent under subsection (b).
(b) The following individuals are exempt from the registrationrequirement of subsection (a):
(1) An individual who represents a broker-dealer in effectingtransactions in this state limited to those described in Section 15(h)(2) ofthe Securities Exchange Act of 1934 (15 U.S.C. Section 78(o)(2));
(2) An individual who represents a broker-dealer that is exempt undersection 409.4-401(b) or (d);
(3) An individual who represents an issuer with respect to an offer orsale of the issuer's own securities or those of the issuer's parent or any ofthe issuer's subsidiaries, and who is not compensated in connection with theindividual's participation by the payment of commissions or other remunerationbased, directly or indirectly, on transactions in those securities;
(4) An individual who represents an issuer and who effects transactionsin the issuer's securities exempted by section 409.2-202, other than section409.2-202(11) and (14);
(5) An individual who represents an issuer that effects transactionssolely in federal covered securities of the issuer, but an individual whoeffects transactions in a federal covered security under Section 18(b)(3) or18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(3) or77r(b)(4)(D)) is not exempt if the individual is compensated in connectionwith the agent's participation by the payment of commissions or otherremuneration based, directly or indirectly, on transactions in thosesecurities;
(6) An individual who represents a broker-dealer registered in thisstate under section 409.4-401(a) or exempt from registration under section409.4-401(b) in the offer and sale of securities for an account of anonaffiliated federal covered investment adviser with investments undermanagement in excess of one hundred million dollars acting for the account ofothers pursuant to discretionary authority in a signed record;
(7) An individual who represents an issuer in connection with thepurchase of the issuer's own securities;
(8) An individual who represents an issuer and who restrictsparticipation to performing clerical or ministerial acts; or
(9) Any other individual exempted by rule adopted or order issued underthis act.
(c) The registration of an agent is effective only while the agent isemployed by or associated with a broker-dealer registered under this act or anissuer that is offering, selling, or purchasing its securities in this state.
(d) It is unlawful for a broker-dealer, or an issuer engaged inoffering, selling, or purchasing securities in this state, to employ orassociate with an agent who transacts business in this state on behalf ofbroker-dealers or issuers unless the agent is registered under subsection (a)or exempt from registration under subsection (b).
(e) An individual may not act as an agent for more than onebroker-dealer or one issuer at a time, unless the broker-dealer or the issuerfor which the agent acts are affiliated by direct or indirect common controlor are authorized by rule or order under this act.
409.4-402. (a) It is unlawful for an individual to transact business inthis state as an agent unless the individual is registered under this act asan agent or is exempt from registration as an agent under subsection (b).
(b) The following individuals are exempt from the registrationrequirement of subsection (a):
(1) An individual who represents a broker-dealer in effectingtransactions in this state limited to those described in Section 15(h)(2) ofthe Securities Exchange Act of 1934 (15 U.S.C. Section 78(o)(2));
(2) An individual who represents a broker-dealer that is exempt undersection 409.4-401(b) or (d);
(3) An individual who represents an issuer with respect to an offer orsale of the issuer's own securities or those of the issuer's parent or any ofthe issuer's subsidiaries, and who is not compensated in connection with theindividual's participation by the payment of commissions or other remunerationbased, directly or indirectly, on transactions in those securities;
(4) An individual who represents an issuer and who effects transactionsin the issuer's securities exempted by section 409.2-202, other than section409.2-202(11) and (14);
(5) An individual who represents an issuer that effects transactionssolely in federal covered securities of the issuer, but an individual whoeffects transactions in a federal covered security under Section 18(b)(3) or18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(3) or77r(b)(4)(D)) is not exempt if the individual is compensated in connectionwith the agent's participation by the payment of commissions or otherremuneration based, directly or indirectly, on transactions in thosesecurities;
(6) An individual who represents a broker-dealer registered in thisstate under section 409.4-401(a) or exempt from registration under section409.4-401(b) in the offer and sale of securities for an account of anonaffiliated federal covered investment adviser with investments undermanagement in excess of one hundred million dollars acting for the account ofothers pursuant to discretionary authority in a signed record;
(7) An individual who represents an issuer in connection with thepurchase of the issuer's own securities;
(8) An individual who represents an issuer and who restrictsparticipation to performing clerical or ministerial acts; or
(9) Any other individual exempted by rule adopted or order issued underthis act.
(c) The registration of an agent is effective only while the agent isemployed by or associated with a broker-dealer registered under this act or anissuer that is offering, selling, or purchasing its securities in this state.
(d) It is unlawful for a broker-dealer, or an issuer engaged inoffering, selling, or purchasing securities in this state, to employ orassociate with an agent who transacts business in this state on behalf ofbroker-dealers or issuers unless the agent is registered under subsection (a)or exempt from registration under subsection (b).
(e) An individual may not act as an agent for more than onebroker-dealer or one issuer at a time, unless the broker-dealer or the issuerfor which the agent acts are affiliated by direct or indirect common controlor are authorized by rule or order under this act.
409.4-402. (a) It is unlawful for an individual to transact business inthis state as an agent unless the individual is registered under this act asan agent or is exempt from registration as an agent under subsection (b).
(b) The following individuals are exempt from the registrationrequirement of subsection (a):
(1) An individual who represents a broker-dealer in effectingtransactions in this state limited to those described in Section 15(h)(2) ofthe Securities Exchange Act of 1934 (15 U.S.C. Section 78(o)(2));
(2) An individual who represents a broker-dealer that is exempt undersection 409.4-401(b) or (d);
(3) An individual who represents an issuer with respect to an offer orsale of the issuer's own securities or those of the issuer's parent or any ofthe issuer's subsidiaries, and who is not compensated in connection with theindividual's participation by the payment of commissions or other remunerationbased, directly or indirectly, on transactions in those securities;
(4) An individual who represents an issuer and who effects transactionsin the issuer's securities exempted by section 409.2-202, other than section409.2-202(11) and (14);
(5) An individual who represents an issuer that effects transactionssolely in federal covered securities of the issuer, but an individual whoeffects transactions in a federal covered security under Section 18(b)(3) or18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(3) or77r(b)(4)(D)) is not exempt if the individual is compensated in connectionwith the agent's participation by the payment of commissions or otherremuneration based, directly or indirectly, on transactions in thosesecurities;
(6) An individual who represents a broker-dealer registered in thisstate under section 409.4-401(a) or exempt from registration under section409.4-401(b) in the offer and sale of securities for an account of anonaffiliated federal covered investment adviser with investments undermanagement in excess of one hundred million dollars acting for the account ofothers pursuant to discretionary authority in a signed record;
(7) An individual who represents an issuer in connection with thepurchase of the issuer's own securities;
(8) An individual who represents an issuer and who restrictsparticipation to performing clerical or ministerial acts; or
(9) Any other individual exempted by rule adopted or order issued underthis act.
(c) The registration of an agent is effective only while the agent isemployed by or associated with a broker-dealer registered under this act or anissuer that is offering, selling, or purchasing its securities in this state.
(d) It is unlawful for a broker-dealer, or an issuer engaged inoffering, selling, or purchasing securities in this state, to employ orassociate with an agent who transacts business in this state on behalf ofbroker-dealers or issuers unless the agent is registered under subsection (a)or exempt from registration under subsection (b).
(e) An individual may not act as an agent for more than onebroker-dealer or one issuer at a time, unless the broker-dealer or the issuerfor which the agent acts are affiliated by direct or indirect common controlor are authorized by rule or order under this act.
