Current through Register Vol. 56, No. 18, September 16, 2024
(a) An Internet
site operator shall file the following with the Bureau:
1. An Internet Site Operator Registration
Form, which includes a consent to service of process provision; and
2. A check made payable to the State of New
Jersey, Bureau of Securities in the amount of $ 1,000.
(b) The Internet Site Operator Registration
Form shall include all of the following:
1.
That the Internet site operator is a business entity organized under the laws
of this State and authorized to do business in this State;
2. That the internet site is being utilized
to offer and sell securities pursuant to the exemption under
N.J.S.A.
49:3-50(b)(14);
3. The name, business address, and contact
information for the Internet site operator; and
4. Except as provided in (d) and (e) below,
that the Internet site operator is registered as a broker-dealer under
N.J.S.A.
49:3-47 et seq.
(c) The Internet site operator shall file
with the Bureau an amended Internet Site Operator Registration Form whenever
there is any change to the information previously reported. Any such amendment
shall be filed no later than 30 days after the occurrence requiring the
change.
(d) The Internet site
operator shall not be required to register as a broker-dealer under
N.J.S.A.
49:3-47 et seq., if all of the following
apply with respect to the Internet site operator and its internet site:
1. It does not offer investment advice or
recommendations;
2. It does not
solicit purchases, sales, or offers to buy the securities offered or displayed
on the internet site;
3. It does
not compensate employees, agents, or other persons for the solicitation or
based on the sale of securities displayed or referenced on the internet
site;
4. It is not compensated
based on the amount of securities sold, and it does not hold, manage, possess,
or otherwise handle investor funds or securities;
5. The fee it charges an issuer for an
offering of securities on the internet site is a fixed amount for each
offering, a variable amount based on the length of time that the securities are
offered on the internet site, or a combination of such fixed and variable
amounts;
6. It does not identify,
promote, or otherwise refer to any individual security offered on the internet
site in any advertising for the internet site; and
7. Neither the Internet site operator, nor
any director, executive officer, general partner, managing member, or other
person with management authority over the Internet site operator, has been
subject to any conviction, order, judgment, decree, or other action specified
in Rule 506(d)(1) adopted under the Securities Act of 1933 (
17
CFR 230.506(d)(1)) that
would disqualify an issuer under Rule 506(d) adopted under the Securities Act
of 1933 (
17
CFR 230.506(d)) from
claiming an exemption specified in Rule 506(a) to (c) adopted under the
Securities Act of 1933 (
17
CFR 230.506(a) to (c)
).
(e) An Internet site
operator registered with the Bureau in accordance with this section is not
required to register as a broker-dealer under
N.J.S.A.
49:3-47 et seq., if the Internet site
operator is registered as a broker-dealer under the Securities Exchange Act of
1934 (
15 U.S.C. §
78o) or is a funding portal registered under
the Securities Act of 1933 (
15 U.S.C. §
77d) and the rules adopted by the Securities
and Exchange Commission under authority of section 3(h) of the Securities
Exchange Act of 1934 (
15 U.S.C. §
78c(h)) and
Pub.L.
112-106,
section
304, governing funding portals. Nothing in
this section shall be construed to require an Internet site operator to
register as a broker-dealer under the Securities Exchange Act of 1934 or as a
funding portal under the Securities Act of 1933.
