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Texas Vernon's Texas Civil Statutes - Article 581-22. Regulation Of Offers

Legal Research Home > Texas Lawyer > Vernon's Texas Civil Statutes > Texas Vernon's Texas Civil Statutes - Article 581-22. Regulation Of Offers

Art. 581-22. REGULATION OF OFFERS.  A. Permitted Written, 
Pictorial, or Broadcast Offers.  A written or printed offer 
(including a pictorial demonstration with any accompanying script) 
or a broadcast offer (i.e., an offer disseminated by radio, 
television, recorded telephone presentation, or other mass media) 
to sell a security may be made in this State if:
	(1)  a copy of the offer is filed with the Commissioner 
within 10 days after the date of its first use in this State;  and
	(2)  the person making or distributing the offer in this 
State is a registered dealer or a registered agent of a registered 
dealer, as required by this Act;  and
	(3)  either:                                                                   
	(a)  the security is registered under Subsection B or C of 
Section 7 or a permit has been granted for the security under 
Section 10, or
	(b)  an application for registration under Subsection B or C 
of Section 7 or for a permit under Section 10 has been filed with the 
Commissioner;  and
	(4)  if registration has not become effective under 
Subsection B or C of Section 7 or a permit has not been granted under 
Section 10, the offer prominently states on the first page of a 
written or printed offer or as a preface to any pictorial or 
broadcast offer either:
	(a)                                                                            

THE SECURITIES HEREIN DESCRIBED HAVE NOT 
BEEN QUALIFIED OR REGISTERED FOR SALE IN 
TEXAS. ANY REPRESENTATION TO THE CONTRARY 
OR CONSUMMATION OF SALE OF THESE SECURITIES 
IN TEXAS PRIOR TO QUALIFICATION OR 
REGISTRATION THEREOF IS A CRIMINAL OFFENSE.

INFORMATIONAL ADVERTISING ONLY.

or                                                                            
	(b)  other language required by the United States Securities 
and Exchange Commission that in the Commissioner's opinion will 
inform investors that the securities may not yet be sold;  and
	(5)  the person making or distributing the offer in this 
State;              
	(a)  has not received notice in writing of an order 
prohibiting the offer under Subsection A or B of Section 23, or
	(b)  has received such notice but the order is no longer in 
effect;  and     
	(6)  payment is not accepted from the offeree and no contract 
of sale is made before registration is effective under Subsection B 
or C of Section 7 or a permit is granted under Section 10.
	B. Permitted Oral Offers.  An oral offer (not broadcast, 
i.e., not disseminated by radio, television, recorded telephone 
presentation, or other mass media) to sell a security may be made in 
this State in person, by telephone, or by other direct individual 
communication if:
	(1)  the person making the offer in this State is a 
registered dealer or a registered agent of a registered dealer, as 
required by this Act;  and
	(2)  either:                                                                   
	(a)  the security is registered under Subsection B or C of 
Section 7 or a permit has been granted for the security under 
Section 10, or
	(b)  an application for registration under Subsection B or C 
of Section 7 or for a permit under Section 10 has been filed with the 
Commissioner;  and
	(3)  the person making or distributing the offer in this 
State:              
	(a)  has not received notice in writing of an order 
prohibiting the offer under Subsection A or B of Section 23, or
	(b)  has received such notice but the order is no longer in 
effect;  and     
	(4)  payment is not accepted from the offeree and no contract 
of sale is made before registration is effective under Subsection B 
or C of Section 7 or before a permit is granted under Section 10.
	C. Effect of Compliance.  An offer in compliance with 
Subsection A or B of Section 22 is not a violation of Section 7.
	D. Effect of Noncompliance.  An offer not in compliance with 
Subsection A or B of Section 22 is unlawful and a violation of this 
Act.
	E. Applicability.  Section 22 does not apply to transactions 
or securities exempt under Section 5 or Section 6.
	F. Dealers Named in Offer.  A dealer whose name is included in 
a written or printed or broadcast offer along with the name of a 
registered dealer is not deemed to make an offer in this State by 
that fact alone.

Acts 1957, 55th Leg., p. 575, ch. 269, Sec. 22;  Acts 1961, 57th 
Leg., p. 1047, ch. 466, Sec. 2.

Subsec. A amended by Acts 1977, 65th Leg., p. 873, ch. 327, Sec. 5, 
eff. Aug. 29, 1977.  Amended by Acts 1979, 66th Leg., p. 357, ch. 
160, Sec. 5, eff. May 15, 1979;  Subsec. A amended by Acts 1987, 70th 
Leg., ch. 732, Sec. 1, eff. Sept. 1, 1987;  Subsecs. A, B amended by 
Acts 2001, 77th Leg., ch. 1091, Sec. 2.17, eff. Sept. 1, 2001.

Last modified: August 10, 2007