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02.02.04.00.htm 02.02.04.00. Title 02 OFFICE OF THE ATTORNEY GENERAL Subtitle 02 DIVISION OF SECURITIES Chapter 04 Exemption from Registration Regulations Authority: Corporations and Associations Article, §11-203, 11-405, 11-501, 11-506, 11-601(3) 11-601(12) and 11-602, Annotated Code of Maryland
02.02.04.01.htm 02.02.04.01. 01 Requirements for Compliance with Not-for-Profit Exemption.. A. Securities offered pursuant to the Maryland Securities Act, Corporations and Associations Article, §11-601(9)i) Annotated Code of Maryland, shall be deemed exempt securities if the nationwide aggregate offering price does not exceed $150,000.B. Securities offered pursuant to the Maryland Securities Act, Corporations and Associations Article, §11-601(9)ii) Annotated Code of Maryland, shall be deemed exempt securiti
02.02.04.02.htm 02.02.04.02. 02 Employee Benefit Plans.. A. Securities offered pursuant to a nonqualified benefit plan as described in the Maryland Securities Act, Corporations and Associations Article, §11-601(11) Annotated Code of Maryland, shall be deemed exempt securities if the following conditions are satisfied:1) The issuer shall notify the Commissioner in writing at least 30 days before any offer or sale in this State. The notification shall include the following information:
02.02.04.03.htm 02.02.04.03. 03 Existing Security Holder Exemption.. A. Transactions involving existing security holders pursuant to the Maryland Securities Act, Corporations and Associations Article, §11-602(11)ii) Annotated Code of Maryland, shall be deemed exempt transactions if the following conditions are satisfied:1) The issuer shall notify the Commissioner in writing at least 5 business days before the offer or sale in this State. The notification shall include the following information:
02.02.04.04.htm 02.02.04.04. 04 Designated Institutional Investor.. A. Definitions.. 1) "Accredited investor" has the same meaning as set forth in Regulation D, 17 CFR §230.501(a)1)3) (7) and (8) which is incorporated by reference.2) "Qualified institutional buyer" has the same meaning as set forth in Rule 144A, 55 FR 17933 (1990) which is incorporated by reference.B. For purposes of the Maryland Securities Act, Corporations and Associations Article, §11-602(8) Annotated Code of Maryland,
02.02.04.05.htm 02.02.04.05. 05 Recognized Securities Manuals.. A. The following publications are designated recognized securities manuals for purposes of the Maryland Securities Act, Corporations and Associations Article, §11-602(2) Annotated Code of Maryland:1) Mergent's Industrial Manual;. 2) Mergent's Transportation Manual;. 3) Mergent's Public Utility Manual;. 4) Mergent's Bank and Finance Manual; and. 5) Standard and Poor's Capital IQ Standard Corporation Descriptions.. B. This designation may b
02.02.04.06.htm 02.02.04.06. 06 Designated Exchange Exemption.. A. Definitions.. 1) "CBOE" means The Chicago Board Options Exchange.. 2) "NASDAQ/NMS" means the National Association of Securities Dealers Automated Quotations/National Market System.3) "Release" means Securities Act Release 33-6810 published at 53 FR 52550 (1988) which is incorporated by reference.4) "SEC" means the Securities and Exchange Commission.. B. Exempt Securities. The following securities shall be exempted from the p
02.02.04.07.htm 02.02.04.07. 07 Designated Clearing Agency Exemption.. A. The Options Clearing Corporation (OCC) shall be designated as a "clearing agency" for purposes of the Maryland Securities Act, Corporations and Associations Article, §11-601(13) Annotated Code of Maryland.B. This designation may be revoked if the Commissioner finds that this action is advisable for the protection of investors or in the public interest.
02.02.04.08.htm 02.02.04.08. 08 Bank Securities.. A. Federal Savings Banks. For purposes of the Maryland Securities Act, Corporations and Associations Article, §11-601(3) Annotated Code of Maryland, the term "bank" includes a savings bank organized under the laws of the United States.B. Exclusions. For purposes of the Maryland Securities Act, Corporations and Associations Article, §11-601(3) Annotated Code of Maryland, the terms "bank" "savings institution" and "trust company" do not include a bank, savin
02.02.04.09.htm 02.02.04.09. 09 Maryland Limited Offering Exemption (MLOE) Scope and Definitions.. A. Scope.. 1) The Maryland Limited Offering Exemption (MLOE) creates under the Maryland Securities Act, Corporations and Associations Article, §11-602(9) Annotated Code of Maryland, two exemptions from the registration requirements of the Maryland Securities Act, Corporations and Associations Article, §11-501, Annotated Code of Maryland.2) Regulation .10 sets forth conditions that apply to both a local issuer e
02.02.04.10.htm 02.02.04.10. 10 MLOE: Generally Applicable Conditions.. A. General Requirements.. 1) Transactions by an issuer involving the offer or sale of securities of the issuer that are part of an offering that satisfies the terms of MLOE are exempt under the Maryland Securities Act, Corporations and Associations Article, §11-602(9) Annotated Code of Maryland.2) The burden of proving an exemption under MLOE is on the person claiming the exemption.. 3) Notwithstanding the failure of a transaction to
02.02.04.11.htm 02.02.04.11. 11 MLOE: Local Issuer Exemption.. A. Nature of Issuer.. 1) Exemption under MLOE and this regulation is available only to local issuers.. 2) The Commissioner may extend by order the exemption under this regulation to a limited liability company, partnership, or other entity that satisfies all of the elements of the definition of local issuer except that it is not a corporation, if the Commissioner determines that the order would be consistent with the public interest.B. Definition..
02.02.04.12.htm 02.02.04.12. 12 MLOE: General Transactional Exemption.. A. Nature of Security.. 1) Exemption under MLOE and this regulation is available for the following securities issued by a corporation, limited liability company, partnership, or real estate investment trust:a) A note, stock, bond, debenture, evidence of indebtedness, voting trust certificate, partnership interest, limited liability company interest, share of beneficial interest of a real estate investment trust, or American Depo
02.02.04.13.htm 02.02.04.13. 13 MLOE: Insignificant Deviations.. A. Conditions. A failure to comply with a term of MLOE does not result in the loss of an exemption from the registration requirements of the Maryland Securities Act, Corporations and Associations Article, §11-501, Annotated Code of Maryland, for an offer or sale to a particular individual or entity, if the issuer or other person relying on the exemption demonstrates that the:1) Failure to comply did not pertain to a term dir
02.02.04.14.htm 02.02.04.14. 14 Exemption from the Maryland Securities Act, Corporations and Associations Article, §11-601(16) Annotated Code of Maryland, for Certain Securities.The following securities are exempt from registration filings under the Maryland Securities Act, Corporations and Associations Article, §11-205 and 11-501, Annotated Code of Maryland, provided that the exemption may be revoked with respect to a specific security pursuant to the Maryland Securities Act, Corporations and Asso
02.02.04.15.htm 02.02.04.15. 15 Coordination with SEC Rule 505 or 506.. A. Scope.. 1) This regulation exempts under the Maryland Securities Act, Corporations and Associations Article, §11-602(15) Annotated Code of Maryland, certain transactions from the registration requirements of the Maryland Securities Act, Corporations and Associations Article, §11-501, Annotated Code of Maryland.2) This regulation and the Maryland Securities Act, Corporations and Associations Article, §11-602(15) Annotated Code of Mary
02.02.04.16.htm 02.02.04.16. 16 Vacant.
02.02.04.17.htm 02.02.04.17. 17 Exemption from the Maryland Securities Act, Corporations and Associations Article, §11-602(17) Annotated Code of Maryland, for Certain Transactions.The following transactions are exempt from registration filings under the Maryland Securities Act, Corporations and Associations Article, 11-205 and 11-501, Annotated Code of Maryland, provided that the exemption may be revoked with respect to a specific transaction pursuant to the Maryland Securities Act, Corporations and
02.02.04.9999.htm 02.02.04.9999. Administrative History Effective date: April 1, 1983 (10:6 Md. R. 551). Regulations .01―05 adopted effective April 15, 1991 (18:7 Md. R. 770). Regulation .06 repealed and new Regulations .06 and .07 adopted effective November 11, 1991 (18:22 Md. R. 2393)Regulations .10 and .11 adopted as an emergency provision effective October 1, 1992 (19:17 Md. R. 1602) adopted permanently effective November 23, 1992 (19:23 Md. R. 2039)
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