The State of New Hampshire has adopted a new Uniform Securities Act which:
- removes the need for a legend in certain offer documents and related materials, and
- eliminates the broker-dealer registration scheme and the requirement to file a final sales report in respect of certain offerings.
The new Uniform Securities Act is part of a broader movement to coordinate and harmonize the securities laws at the federal level and among various states of the United States. It took effect from 1 January 2016.
For more detail on the changes, read on.
With effect from 1 January 2016, the State of New Hampshire adopted a new Uniform Securities Act repealing RSA 421-B:20 - the New Hampshire blue sky provision that required the following legend to be set forth in the forepart of every offering document relating to securities offered to New Hampshire residents in a “private offering” not registered under the US Securities Act of 1933, as amended (Securities Act):
“Neither the fact that a registration statement or an application for a license has been filed under this chapter with the state of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the state of New Hampshire constitutes a finding by the secretary of state that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the secretary of state has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with the provisions of this paragraph.”
As a consequence, the legend should no longer be included in offer documents and related offering materials for offerings conducted pursuant to Rule 144A or another exemption from the registration requirements of the Securities Act.
The new Uniform Securities Act is part of a broader movement to coordinate and harmonize the securities laws at the federal level and among various states of the United States. The new Uniform Securities Act also eliminates the New Hampshire broker-dealer registration scheme in connection with issuer-direct offerings and the requirement to file a final sales report in respect of an offering conducted pursuant to Rule 506 of Regulation D under the Securities Act.