New Jersey Revised Statutes Title 49 - Sale Of Securities

• Section 49:2-1 - Obligations Of United States; Authority To Act As Selling And Issuing Agents
  Notwithstanding the provisions of any other law, all individuals, partnerships, associations and corporations organized, operating or doing business under the laws of this State...
• Section 49:2-2 - Short Title
  This act shall be known and may be cited as the "Public Obligation Registration Act." L.1983, c. 243, s. 1, eff. July 1, 1983.
• Section 49:2-3 - Definitions
  As used in this act: a. "Book entry system" means a method of recording ownership which identifies the owner of an interest in the...
• Section 49:2-4 - Form Of Obligation
  Obligations may be issued in registered form, and all or any portion of an issue of obligations may be issued in the form of...
• Section 49:2-5 - Contracts Regarding Servicing Of Obligations
  Any public issuer, pursuant to ordinance or resolution, may contract with any bank, trust company or national banking association, or other institution, depository or...
• Section 49:2-6 - Execution Of Obligation; Signature
  Any obligation in registered form may be executed by the officer or officers of the public issuer authorized to do so with a facsimile...
• Section 49:2-7 - Powers As Supplemental; Inconsistent Laws
  The powers granted in this act shall be supplemental and additional to any powers conferred by other laws upon public issuers and not in...
• Section 49:2a-1 - Short Title.
  1.This act shall be known and may be cited as the "New Jersey Bond Volume Cap Allocation Act." L.1987, c.393, s.1; amended 2009, c.76,
• Section 49:2a-2 - Findings, Determinations.
  2. The Legislature finds and determines that: a.The Internal Revenue Code of 1986, 26 U.S.C. s.146 et seq., as amended, by the "Tax Reform...
• Section 49:2a-3 - Definitions.
  3.As used in this act: a."Bond" means a revenue obligation, security, bond, note, debenture, certificate or other evidence of indebtedness of an issuer. b."Carryforward"...
• Section 49:2a-4 - Allocation Of State Volume Cap.
  4. a.In order to ensure that the limited amounts of available tax-exempt private activity bond financing, tax-credit bond financing, and tax-subsidy bond financing are...
• Section 49:2a-5 - Annual Report.
  5.The Governor shall submit to the Legislature, after January 1, 1988 and on or before January 20, 1988, and after January 1 and on...
• Section 49:2b-1 - Short Title
  1. This act shall be known and may be cited as the "Refunding Bond Act of 1985." L.1985,c.74,s.1.
• Section 49:2b-2 - Findings
  2. The Legislature finds that: a. Many series of bonds of the State have been issued periodically to fulfill the various purposes for which...
• Section 49:2b-3 - Definitions
  3. As used in this act: a. "Outstanding bonds" means any bonds of the State of New Jersey, and the interest coupons, if any,...
• Section 49:2b-4 - Amount Authorized
  4. Refunding bonds of the State of New Jersey are authorized to be issued in an amount not to exceed the amount necessary to...
• Section 49:2b-5 - Refunding Bonds, Terms
  5. a. Refunding bonds shall be serial bonds or term bonds or a combination thereof and shall be known as "refunding bonds." They may...
• Section 49:2b-6 - Issuing Officials
  6. The Governor, State Treasurer and Comptroller of the Treasury or any two of those officials (hereinafter referred to as "the issuing officials") are...
• Section 49:2b-7 - Pledge
  7. Refunding bonds issued in accordance with the provisions of this act shall be a direct obligation of the State of New Jersey and...
• Section 49:2b-8 - Authentication
  8. Refunding bonds shall be signed in the name of the State by the Governor or by his facsimile signature, under the Great Seal...
• Section 49:2b-9 - Recitals
  9.a. Refunding bonds shall recite that they are issued for the purposes set forth in section 4 of this act and that they are...
• Section 49:2b-10 - Issues As Separate Series, Interest Payable
  10. When refunding bonds are issued from time to time, the refunding bonds of each issue shall constitute a separate series to be designated...
• Section 49:2b-11 - Sale
  11. Refunding bonds may be issued and sold at public or private sale at prices and terms, conditions and regulations as the issuing officials...
• Section 49:2b-12 - Temporary Bonds
  12. Until permanent refunding bonds can be prepared, the issuing officials may, in their discretion, issue in lieu of the permanent refunding bonds, temporary...
• Section 49:2b-13 - Application Of Proceeds
  13. a. Proceeds derived from the sale of each series of refunding bonds shall be applied, together with any other moneys legally available therefor,...
• Section 49:2b-14 - Application Of Trust Amounts
  14. The moneys and the principal of and interest on government securities held in trust as provided in section 13 of this act shall...
• Section 49:2b-15 - Replacement Of Lost Bonds Or Coupons
  15. If any coupon refunding bonds or coupons thereunto appertaining or any registered refunding bonds become lost, mutilated or destroyed, a new refunding bond...
• Section 49:2b-16 - Application Of Accrued Interest
  16. Accrued interest received upon the sale of refunding bonds shall be applied to the discharge of a like amount of interest upon those...
• Section 49:2b-17 - Maturities
  17. Each series of refunding bonds shall mature, including any sinking fund redemptions, at those times not later than five years following the latest...
• Section 49:2b-18 - Bonds Secured By Amounts In Trust
  18.a. Any refunding bonds and any coupons appertaining thereto shall no longer be deemed to be outstanding, shall no longer constitute a direct obligation...
• Section 49:2b-19 - Appropriations
  19. To provide funds to meet the interest and principal payment requirements for the refunding bonds issued under this act and outstanding, there is...
• Section 49:2b-20 - Insufficiency Of Funds
  20. Should the State Treasurer, by December 31 of any year, deem it necessary, because of insufficiency of funds to be collected from the...
• Section 49:2b-21 - Reports, Legislative Authority
  21.a. The issuing officials named in section 6 of this act shall cause to be prepared and delivered to the Joint Appropriations Committee's Subcommittee...
• Section 49:3-47 - Title Amended; "Act" Defined.
  30.This act amending and supplementing the "Uniform Securities Law (1967)" shall be known and may be cited as the "Uniform Securities Law (1997)." "Act"...
• Section 49:3-49 - Definitions Relative To Uniform Securities Law.
  2.When used in this act, unless the context requires otherwise: (a)"Bureau" means the agency designated in subsection (a) of section 19 of P.L.1967, c.93...
• Section 49:3-50 - Exemptions Of Certain Securities.
  3. (a) The following securities are exempted from the provisions of sections 13 and 16 of P.L.1967, c.93 (C.49:3-60 and 49:3-63): (1)Any security (including...
• Section 49:3-51 - Applicability Of Act.
  4. (a) Sections 5, 8, subsection (a) of section 9, and sections 13 and 24 of P.L.1967, c.93 (C.49:3-52, 49:3-55, 49:3-56, 49:3-60 and 49:3-71)...
• Section 49:3-52 - Unlawful Activities
  It shall be unlawful for any person, in connection with the offer, sale, or purchase of any security, directly or indirectly (a) To employ...
• Section 49:3-52.1 - Prohibitions Relative To Securities.
  5. (a) Without limiting the general applicability of section 5 of P.L.1967, c.93 (C.49:3-52), a person may not: (1)quote a fictitious price with respect...
• Section 49:3-52.2 - Sales Of Securities, Misleading Use Of Senior-specific Certifications.
  1. a. A person who uses a certification or professional designation to indicate or imply that the user has special training in advising or...
• Section 49:3-53 - Prohibited Practices Relative To Investment Adviser.
  6. (a) It shall be unlawful for any person who receives, directly or indirectly, any compensation from another person for advising the other person...
• Section 49:3-54 - False, Misleading Statements.
  7.It is unlawful for any person to make or cause to be made, in any document filed with the bureau or in any proceeding,...
• Section 49:3-55 - Determination Of Validity Of Filed Document.
  8. (a) Neither (1) the fact that an application for registration of any persons or a registration statement of any security has been filed...
• Section 49:3-56 - Registration Required.
  9. (a) It shall be unlawful for any person to act as a broker-dealer, agent, investment adviser or investment adviser representative or Internet site...
• Section 49:3-57 - Obtaining Initial, Renewal Registration.
  10. (a) A broker-dealer, agent, investment adviser or investment adviser representative, or Internet site operator may obtain an initial or renewal registration by filing...
• Section 49:3-58 - Denial, Suspension, Revocation Of Registration.
  11. (a) The bureau chief may by order deny, suspend, or revoke any registration if he finds: (1)that the order is in the public...
• Section 49:3-59 - Maintenance Of Records, Examination.
  12. (a) (Deleted by amendment, P.L.1997, c.276.) (b)Every registered broker-dealer and investment adviser shall make and keep those accounts, correspondence, memoranda, papers, books, and...
• Section 49:3-60 - Offer Or Sale Of Securities, Lawful; Conditions.
  13.It is unlawful for any security to be offered or sold in this State unless: (a)The security or transaction is exempt under section 3...
• Section 49:3-60.1 - Documents Required To Be Filed.
  14. (a) The bureau chief, by rule or otherwise, may require the filing of any or all of the following documents with respect to...
• Section 49:3-61 - Registration Of Security By Qualification.
  14. (a) Subject to the provisions of this section and section 15 of P.L.1967, c.93 (C.49:3-62) any security may be registered by qualification. (b)A...
• Section 49:3-61.1 - Coordination With Federal Registration.
  7. a. Any security for which a registration statement has been filed under the "Securities Act of 1933," in connection with the same offering...
• Section 49:3-61.2 - Registration By Notification.
  8. The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under section 7 of...
• Section 49:3-62 - Filing Of Registration Statement, Fee.
  15. (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or...
• Section 49:3-63 - Filing Of Materials Distributed To Prospective Investors.
  16.The bureau chief may by rule or order require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or...
• Section 49:3-64 - Issuance Of Stop Order.
  17. (a) The bureau chief may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if...
• Section 49:3-65 - Handling Of Filed Documents.
  18. (a) A document is filed when it is received in completed form by the bureau; (b)The bureau shall keep a register of all...
• Section 49:3-66 - Administration Of Act.
  19. (a) This act shall be administered by the Bureau of Securities in the Division of Consumer Affairs of the Department of Law and...
• Section 49:3-66.1 - Continuation Of "Securities Enforcement Fund," Fees, Annual Accounting Of Transactions.
  15.The "Securities Enforcement Fund" in the Division of Consumer Affairs of the Department of Law and Public Safety shall continue as a nonlapsing, revolving...
• Section 49:3-67 - Rules, Forms, Orders From Bureau Chief.
  20. (a) The bureau chief may from time to time make, amend and rescind such rules, forms and orders as are reasonably necessary to...
• Section 49:3-68 - Powers Of Bureau Chief.
  21. (a) The bureau chief in his discretion (1) may make such private investigations within or outside of this State as he deems necessary...
• Section 49:3-68.1 - Restraints Ordered By Bureau Chief.
  26. (a) In case of contumacy by, or refusal to obey a subpoena or order issued to, any person, the bureau chief may, in...
• Section 49:3-69 - Enforcement Actions By Bureau Chief.
  22. (a) If it appears to the bureau chief that any person has, or directly or indirectly controls another person who has engaged in,...
• Section 49:3-70 - Violations, Penalties.
  23. (a) Any person who knowingly violates any provision of this act, except section 7 or 13 of P.L.1967, c.93 (C.49:3-54 or C.49:3-60), or...
• Section 49:3-70.1 - Violations, Civil Penalties.
  29.Any person who violates any of the provisions of this act or who violates any rule or order under this act, shall be liable...
• Section 49:3-71 - Action For Deceit; Liability.
  24. (a) Any person who (1)Offers, sells or purchases a security in violation of subsection (b) of section 8, subsection (a) of section 9...
• Section 49:3-72 - Nonapplicability Of Act.
  25.No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form...
• Section 49:3-73 - Consent To Bureau Chief As Attorney For Service Of Process.
  26. (a) Every broker-dealer, agent or investment adviser applicant for registration under this act and every issuer who is required to file with the...
• Section 49:3-75 - Construction Of Act.
  28.This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact similar laws...
• Section 49:3-76 - Severability Of Provisions
  If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other...
• Section 49:3-77 - Information Provided To Prospective Investors.
  1.In order for a transaction to meet the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer...
• Section 49:3-78 - Agreements Relative To Exempted Transaction.
  2.For any exempted transaction which meets the requirements of paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50), the issuer shall...
• Section 49:3-79 - Promulgation Of Legend, Investor Certification.
  3. a. The bureau shall promulgate a legend that the issuer shall be required to provide to all prospective investors in exempted securities offered...
• Section 49:3-80 - Requirements For Internet Site.
  4.The following requirements apply to an Internet site through which an issuer offers or sells securities exempted pursuant to paragraph (14) of subsection (b)...
• Section 49:3-81 - Quarterly Report To Investors.
  5.An issuer of securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50) shall provide, free of charge,...
• Section 49:3-82 - Criteria For Disqualifying Issuers From Claiming Exemption.
  6.The bureau shall establish by regulation criteria for disqualifying issuers of securities from claiming the exemption from registration pursuant to paragraph (14) of subsection...
• Section 49:3-83 - Regulations.
  7.The bureau chief, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), may adopt regulations to effectuate the purposes of P.L.2015, c.128...
• Section 49:4-1 - Security; Governing Instrument Defined
  As used in this act: a. "Security" and "securities" includes (1) bonds, debentures, notes and all other instruments and writings, however designated, evidencing an...
• Section 49:4-2 - Shredding In Lieu Of Cremation Or Incineration
  Whenever any governing instrument requires the destruction by cremation or incineration of any cancelled security, such destruction may, in lieu of such cremation or...
• Section 49:5-1 - Short Title
  This act shall be known and may be cited as the "New Jersey Corporation Takeover Bid Disclosure Law." L.1977, c. 76, s. 1, eff....
• Section 49:5-2 - Definitions
  As used in this act, the following terms shall have the respective meanings hereinafter set forth, unless the context shall otherwise require: a. An...
• Section 49:5-3 - Disclosure
  a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has...
• Section 49:5-4 - Permission To Proceed; Hearings
  a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public...
• Section 49:5-5 - Mailing Shareholders; Payment Of Expenses
  To the extent permitted by applicable Federal laws, rules and regulations, all notices of public hearings held pursuant to section 4 of this act...
• Section 49:5-6 - Time For Filing
  a. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or...
• Section 49:5-7 - Investigations
  a. The bureau may make such investigations within or outside of this State as it deems necessary to determine whether any person has violated...
• Section 49:5-8 - Prohibited Acts
  No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts...
• Section 49:5-9 - Takeover Offer
  a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn...
• Section 49:5-10 - Voting Of Securities; Restrictions
  No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule,...
• Section 49:5-11 - Promulgation Of Regulations
  a. This act shall be administered by the Chief of the Bureau of Securities in the Division of Consumer Affairs in the Department of...
• Section 49:5-12 - Injunctions
  a. Whenever it appears to the bureau chief that any person has engaged or is about to engage in any act or practice constituting...
• Section 49:5-13 - Criminal Penalties
  a. Any person who makes a takeover offer involving a target company without a disclosure statement required under section 3, may be imprisoned for...
• Section 49:5-14 - Civil Penalties
  14. Civil Penalties. In addition to any other sanctions herein or otherwise provided by law, the bureau chief, upon notice and hearing, may impose...
• Section 49:5-15 - Rights And Remedies
  a. Any offeror who purchases an equity security in connection with a takeover offer not in compliance with this act or by means of...
• Section 49:5-16 - Conflict With Other Laws
  All laws and parts of laws of this State inconsistent with this act are hereby superseded with respect to matters covered by this act;...
• Section 49:5-17 - Appeals Procedure; Judicial Review; In Lieu Of Prerogative Writ
  a. Any person aggrieved by any act, determination, rules, regulation, or order or any other action of the bureau chief pursuant to this act...
• Section 49:5-18 - Severability Clause
  If any provision of this act, or any application of any provision, is held invalid, the invalidity shall not affect other applications of the...
• Section 49:5-19 - Application Of Takeover Bid Disclosure Law
  a. If the target company is a financial institution subject to regulation by the Commissioner of Banking, or a public utility corporation subject to...

Last modified: October 11, 2016