Current through Register Vol. 35, No. 18, September 24, 2024
A.
Filings
required. To claim the exemption provided by Section
58-13C-202 N,
a completed form 202N must be filed with the director no less than five
business days before the first sale of securities in this state.
B.
Counting purchasers and security
holders. The following rules apply in counting the number of purchasers
pursuant to Section
58-13C-202
N(1) and the number of beneficial owners pursuant to Section
58-13C-202
N(3)(b):
(1) a husband, wife and minor
children of either spouse, or any two or more of them, residing in the same
household shall count as one purchaser or beneficial owner; and
(2) a limited partnership, limited liability
company, trust, corporation or limited liability partnership shall count as one
purchaser or beneficial owner if it was not formed for the purpose of investing
or trading in the securities of the issuer claiming this exemption and such
entity has substantial other business or investments.
C.
Reasonable belief of purchase for
investment. An issuer will be presumed to have a reasonable belief that
all of the purchasers of its securities in this state are purchasing for
investment pursuant to Section
58-13C-202
N(3)(a) if:
(1) the issuer, prior to a sale
of its securities to a purchaser, obtains from that purchaser a signed
statement that the purchaser is acquiring the securities for its own account
and does not intend to resell the securities within twelve months of the
purchase date;
(2) the issuer
maintains a record of all statements obtained pursuant to Paragraph (1) of this
subsection;
(3) written disclosure
is provided to each purchaser prior to sale that the securities have not been
registered under the New Mexico Uniform Securities Act and cannot be resold
unless the securities are so registered or can qualify for an exemption from
registration; and
(4) a legend is
placed on the certificate or other document that evidences the security stating
that the securities have not been registered under the New Mexico Uniform
Securities Act and cannot be resold unless the securities are so registered or
can qualify for an exemption from registration.
D.
Reasonable belief of fifty or fewer
beneficial owners. An issuer will be presumed to have a reasonable
belief that its securities are held by fifty or fewer beneficial owners
pursuant to Section
58-13C-202
N(3)(b) if:
(1) the issuer or the issuer's
transfer agent maintains an adequate record of security holders and requires
security holders to notify the issuer or the issuer's transfer agent of its
intent to sell or otherwise dispose of securities of the issuer; and
(2) a legend is placed on the certificate or
other document that evidences the security stating that the securities have not
been registered under the New Mexico Uniform Securities Act and cannot be
resold unless the securities are so registered or can qualify for an exemption
from registration.
