2012 New Hampshire Revised Statutes
Title XXXVIII - SECURITIES
Chapter 421-B - SECURITIES
Section 421-B:30 - Scope of the Chapter and Service of Process.

    421-B:30 Scope of the Chapter and Service of Process. –
    I. RSA 421-B:3; RSA 421-B:6, I; RSA 421-B:11; RSA 421-B:20; and RSA 421-B:25 apply to persons who sell or offer to sell when:
       (a) An offer to sell is made in this state, or
       (b) An offer to buy is made and accepted in this state.
    II. RSA 421-B:3; RSA 421-B:6, I; RSA 421-B:20; and RSA 421-B:25 apply to persons who buy or offer to buy when:
       (a) An offer to buy is made in this state, or
       (b) An offer to sell is made and accepted in this state.
    III. For the purpose of this chapter, an offer to sell or to buy is made in this state, whether or not either party is then present in this state, when the offer:
       (a) Originates from this state, or
       (b) Is directed by the offeror to this state and received at the place to which it is directed, or at any post office in this state in the case of a mailed offer.
    IV. For the purpose of this chapter, an offer to buy or to sell is accepted in this state when acceptance:
       (a) Is communicated to the offeror in this state, and
       (b) Has not previously been communicated to the offeror, orally or in writing, outside this state; and acceptance is communicated to the offeror in this state, whether or not either party is then present in this state, when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed, or at any post office in this state in the case of a mailed acceptance.
    V. An offer to sell or to buy is not made in this state when:
       (a) The publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in this state, or which is published in this state but has had more than 2/3 of its circulation outside this state during the past 12 months, or
       (b) A radio or television program originating outside this state is received in this state.
    V-a. (a) (1) Broker-dealers, investment advisers, broker-dealer agents, and investment adviser representatives who use the Internet to distribute information on available products and services through certain communications made on the Internet directed generally to anyone having access to the Internet, and transmitted through postings on bulletin boards, displays on "home pages,'' or similar methods referred to as "Internet communications,'' shall not be deemed to be making an offer to buy or sell in this state for purposes of RSA 421-B:3; RSA 421-B:6, I; RSA 421-B:20; and RSA 421-B:25 based solely on that fact if the following conditions are observed:
             (A) The Internet communication contains a legend in which it is clearly stated that:
                (i) The broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative in question may only transact business in this state if first licensed, excluded, or exempted from state broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative licensing requirements, as may be.
                (ii) Follow-up, individualized responses to persons in this state by such broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative that involve either the effecting of or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, will not be made absent compliance with state broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative licensing requirements, or an applicable exemption or exclusion.
             (B) The Internet communication contains a mechanism, including and without limitation, technical "firewalls'' or other implemented policies and procedures, designed reasonably to ensure that prior to any subsequent, direct communication with prospective customers or clients in this state, said broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative is first licensed in this state or qualifies for an exemption or exclusion from such requirement. Nothing in this paragraph shall be construed to relieve a state licensed broker-dealer, investment adviser, broker-dealer agent, or investment adviser representative from any applicable securities registration requirement in this state.
             (C) The Internet communication does not involve either effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, in this state over the Internet, but is limited to the dissemination of general information on products and services.
             (D) In the case of a broker-dealer agent or investment adviser representative:
                (i) The affiliation with the broker-dealer or investment adviser of the broker-dealer agent or investment adviser representative is prominently disclosed within the Internet communication.
                (ii) The broker-dealer or investment adviser with whom the broker-dealer agent or investment adviser representative is associated retains responsibility for reviewing and approving the content of any Internet communication by a broker-dealer agent or investment adviser representative.
                (iii) The broker-dealer or investment adviser with whom the broker-dealer agent or investment adviser representative is associated first authorizes the distribution of information on the particular products and services through the Internet communication.
                (iv) In disseminating information through the Internet communication, the broker-dealer agent or investment adviser representative acts within the scope of the authority granted by the broker-dealer or investment adviser.
          (2) Subparagraph (a) of this paragraph extends to state broker-dealer, investment adviser, broker-dealer agent, and investment adviser representative registration requirements only, and does not excuse compliance with applicable securities registration, antifraud, or related provisions.
          (3) Nothing in this subparagraph shall be construed to affect the activities of any broker-dealer, investment adviser, broker-dealer agent, and investment adviser representative engaged in business in this state that is not subject to the jurisdiction of the secretary of state as a result of the National Securities Markets Improvements Act of 1996, as amended.
       (b) (1) An offer of securities by means of the Internet is not subject to the registration and exemption requirements of RSA 421-B:11 where the following conditions apply:
             (A) The Internet offer indicates, directly or indirectly, that the securities are not being offered to the residents of this state.
             (B) An offer is not otherwise specifically directed to any person in this state by, or on behalf of, the issuer of securities.
          (2) Sales of securities that are the subject of an Internet offer are allowed in this state where the following conditions apply:
             (A) No sales of the securities shall be made in any state until the offering has been registered and declared effective and the final prospectus or Form U-7 has been delivered to the investor prior to such sale.
             (B) The sales are exempt from registration.
    VI. RSA 421-B:3, RSA 421-B:4, and RSA 421-B:5, so far as any person is concerned, and RSA 421-B:6, so far as investment advisors are concerned, apply when any act instrumental in effecting prohibited conduct is done in this state, whether or not either party is then present in this state.
    VII. Every applicant for licensing under this chapter and every issuer who proposes to offer a security in this state through any person acting on an agency basis in the common-law sense shall file with the secretary of state, in such form as the secretary of state prescribes by rule, irrevocable consent appointing the secretary of state to receive service of any lawful process in any non-criminal suit, action, or proceeding against the applicant or the applicant's successor, executor, or administrator which arises under this chapter or any rule or order under this chapter after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous registration or notice filing need not file another. In instances where an offering is firmly underwritten, the issuer shall not be required to file a consent. Service may be made by leaving a copy of the process in the office of the secretary of state along with $5, but it is not effective unless:
       (a) The plaintiff, who may be the attorney general in a suit, action, or proceeding instituted by him, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last address on file with the attorney general, and
       (b) The plaintiff's affidavit of compliance with this paragraph is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
    VIII. When any person, including any nonresident of this state engages in conduct prohibited or made actionable by this chapter or any rule or order under this chapter, and he has not filed a consent to service of process under paragraph VII and personal jurisdiction over him cannot otherwise be obtained in this state, that conduct shall be considered equivalent to his appointment of the secretary of state to receive service of any lawful process in any non-criminal suit, action, or proceeding against him or his successor, executor, or administrator which grows out of that conduct and which is brought under this chapter or any rule or order under this chapter, with the same force and validity as if served on him personally. Service may be made by leaving a copy of the process along with $5 in the office of the secretary of state, and it is not effective unless:
       (a) The plaintiff who may be the attorney general in a suit, action, or proceeding instituted by him, immediately sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last known address or takes other steps which are reasonably calculated to give actual notice, and
       (b) The plaintiff's affidavit of compliance with this paragraph is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.
    IX. When process is served under this chapter, the court, or the secretary of state in a proceeding before him, shall order such continuance as may be necessary to afford the defendant or respondent reasonable opportunity to defend.

Source. 1981, 214:1. 1987, 411:2. 1991, 355:87, 88, 89, II. 1992, 288:31. 1996, 239:36, 37. 1997, 296:21, eff. June 20, 1997. 2006, 245:21, eff. July 1, 2006.