Alaska Administrative Code
Title 3 - Commerce, Community, and Economic Development
Part 1 - Banking, Securities, Small Loans and Corporations
Chapter 08 - Securities
Article 8 - General Provisions
3 AAC 08.910 - Exemptions
Current through February 24, 2025
The following governs exemptions under AS 45.55 relating to securities and transactions as indicated:
(1) manual exemptions
(2) unsolicited orders--a purchaser acquiring securities in a nonissuer transaction by or through a registered broker-dealer under an unsolicited order to buy, and in which the broker-dealer acts as agent for the purchaser and receives no commission or other compensation from any source other than the purchaser, shall acknowledge in writing that the purchaser's order to buy was unsolicited; a signed copy of each acknowledgment shall be preserved by the broker-dealer as may be required by the SEC;
(3) private offering exemption
(4) for the purposes of (3)(E) and (3)(F) of this section, the administrator will consider the following to be a single owner of a security:
(5) Repealed 3/4/2015;
(6) an application for exemption under AS 45.55.900(B)(7) when a commission or other remuneration other than a stand by commission is paid, shall be filed with the administrator on State of Alaska Form 08-109 along with the fees as required by 3 AAC 08.920(a) (6); the application must be in the administrator's possession five full business days before the proposed transaction, unless the administrator waives the five-day time requirement;
(7) an application for exemption under AS 45.55.900(b)(18) shall be filed with the administrator on State of Alaska Form 08-110 along with the fees as required by 3 AAC 08.920(a) (6); the application must be in the administrator's possession within 15 days of the first sale in this state;
(8) the limitation on the availability of the exemption at AS 45.55.900(b)(18) includes issuers that are in the development stage that either have no specific business plan or purpose or have a business plan or purpose to engage in a merger or acquisition with an unidentified company or other entity or person; the administrator will consider in making decisions under this paragraph that the limitation on the availability of the exemption does not include issuers that are in the development stage that have a specific business plan or purpose where that business plan or purpose is not to engage in a merger or acquisition with an unidentified company or other entity or person; the administrator will consider in making decisions under this paragraph that one of the explicit objectives of the exemption at AS 45.55.900(b)(18) is to allow issuers to use electronic and other matching services such as the Small Business Administration's ACE-Net (Angel Capital Electronic Network); the administrator will consider that issuers that meet the criteria of the ACE-Net to meet the criteria of this exemption unless explicitly included in the limitation on availability;
(9) an application for exemption under AS 45.55.900(b)(19) shall be filed with the administrator on State of Alaska Form 08-111 along with the fees as required by 3 AAC 08.920(a) (6), and must be in the administrator's possession at least 10 business days before the offer is made, unless the administrator waives the 10-day time requirement;
(10) in AS 45.55.900(b)(20),
(11) each application for exemption filed under AS 45.55.900 must be accompanied by the fee as provided in 3 AAC 08.920(a) (6); the administrator will not consider the application for exemption complete until both the application, containing the required information, and the required fee are received by the administrator;
(12) each application for exemption is effective as of the date provided in the order or notice of effectiveness sent by the administrator to the person requesting the exemption; the administrator will set the effectiveness date as the date of receipt of the application and fees and the statutory requirement for prenotification, if any, unless the prenotification period is waived by the administrator; if the administrator waives the prenotification period, the effective date is the date of receipt of the application and fees;
(13) the exemption in AS 44.55.900(a)(4) for instruments of nine months' maturity or less applies only to commercial paper, notes, drafts, bills of exchange, and bankers' acceptances that, in addition to meeting the requirements of AS 45.55.900(a)(4), are also prime quality commercial paper; to be prime quality commercial paper, those instruments must arise out of current commercial, agricultural, or industrial transactions, and may not be intended to be marketed to the public, whether or not eligible for discount by a federal reserve bank; for purposes of this paragraph, "prime quality" means rated "A" or better by Fitch Investor Services.
(14) in AS 45.55.900(b)(9), "controlling person" means a person who owns or controls more than 50 percent of the outstanding shares of the securities of a person.
Authority:AS 45.55.900
AS 45.55.950