2012 New Hampshire Revised Statutes
Title XXXVIII - SECURITIES
Chapter 421-B - SECURITIES
Section 421-B:17-a - Registered Securities Offerings and Filings for Exemption From Registration; General Standards of Conduct and Disclosure.

    421-B:17-a Registered Securities Offerings and Filings for Exemption From Registration; General Standards of Conduct and Disclosure. – The following standards shall apply to all registered offerings of securities and to any exempt offerings which require a filing with the secretary of state other than the filing of the notice described in RSA 421-B:11, I-a(e), except as provided by RSA 421-B:6, I-b:
    I. Additional disclosures shall be made in offering documents or registration statements, or an application for registration or a filing for exemption from the registration requirement shall be denied, or further conditions for an exemption or registration shall be imposed, if any of the persons, other than persons licensed in this state, issuing or offering securities in this state:
       (a) Has filed a registration statement which is the subject of a currently effective registration stop order entered pursuant to any state's securities law within 5 years prior to the instant securities offering in this state.
       (b) Has been convicted within 5 years prior to making the instant offer of a security in this state of:
          (1) Any felony or misdemeanor in connection with the offer, purchase, or sale of any security.
          (2) Any felony involving fraud or deceit, including but not limited to:
             (A) Forgery.
             (B) Embezzlement.
             (C) Obtaining money under false pretenses.
             (D) Larceny.
             (E) Conspiracy to defraud.
       (c) Is currently subject to a material administrative enforcement order or judgment entered by a state's securities administrator within 5 years prior to offering securities in this state or is subject to any state's administrative enforcement order or judgment in which fraud or deceit, including, but not limited to, making untrue statements of material facts and omitting to state material facts, was found and the order or judgment was entered within 5 years prior to offering securities in this state.
       (d) Is subject to a material administrative enforcement order or judgment which prohibits, denies, or revokes the use of any exemption from registration in connection with the offer, purchase, or sale of securities.
       (e) Is currently subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily, or permanently restraining or enjoining such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within 5 years prior to offering securities in this state.
    II. Offering documents filed with the secretary of state shall be delivered to prospective investors at least 48 hours before investors commit to the investment, provided that the secretary of state, for good cause shown, shall suspend this requirement by order.
    III. In addition to the disclosures required pursuant to RSA 421-B, additional disclosures shall be included in any offering document for a registered offering of securities pursuant to the policies and guidelines promulgated by the North American Securities Administrators Association (NASAA) for the benefit of investors to provide full and fair disclosure of a particular investment opportunity to investors. In addition, such offerings shall be subject to any further standards, including suitability standards, promulgated by NASAA for such offerings.

Source. 2006, 245:18, eff. July 1, 2006.