2016 Wyoming Code
TITLE 17 - COPRORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 4
SECTION 17-4-113 - Definitions.

17-4-113. Definitions.

(a) When used in this act, unless the context otherwise requires:

(i) "Administrator" means the secretary of state;

(ii) "Agent" means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect purchases or sales of securities. "Agent" does not include an individual who represents (A) an issuer in (I) effecting transactions in a security exempted by W.S. 17-4-114(a)(i), (ii), (iii), (ix) or (x), (II) effecting transactions exempted by W.S. 17-4-114(b), (III) effecting transactions in a covered security as described in section 18(b)(3) and 18(b)(4)(D) of the Securities Act of 1933, or (IV) effecting transactions with existing employees, partners or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state; or (B) a broker-dealer in effecting transactions in this state limited to those transactions described in section 15(h)(2) of the Securities Exchange Act of 1934. A partner, officer, or director of a broker-dealer or issuer, or a person occupying a similar status or performing similar functions, is an agent only if he otherwise comes within this definition;

(iii) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for his own account. "Broker-dealer" does not include:

(A) An agent;

(B) An issuer;

(C) A bank, savings institution, or trust company, engaging in securities transactions limited to trust or banking functions and not with the general public;

(D) A person who has no place of business in this state if:

(I) He effects transactions in this state exclusively with or through (1) the issuers of the securities involved in the transactions, (2) other broker-dealers or (3) banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; or

(II) During any period of twelve (12) consecutive months he does not direct more than fifteen (15) offers to sell or buy into this state in any manner to persons other than those specified in subdivision (I) of this subparagraph, whether or not the offeror or any of the offerees is then present in this state.

(E) A person who is resident in Canada, has no office or other physical presence in this state, and complies with the following conditions:

(I) Is a member of a self-regulatory organization or stock exchange in Canada;

(II) Maintains his provincial or territorial registration and his membership in a self-regulatory organization or stock exchange in good standing;

(III) Is not in violation of W.S. 17-4-101; and

(IV) Only effects or attempts to effect transactions in securities:

(1) With or for a person from Canada who is temporarily present in this state, with whom the Canadian person had a bona fide business-client relationship before the person entered this state; or

(2) With or for a person from Canada who is present in this state, whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.

(iv) "Fraud", "deceit", and "defraud" are not limited to common-law deceit;

(v) "Guaranteed" means guaranteed as to payment of principal, interest, or dividends;

(vi) "Issuer" means any person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting trust certificates, or collateral trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued;

(vii) "Nonissuer" means not directly or indirectly for the benefit of the issuer;

(viii) "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or political subdivision of a government;

(ix)(A) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value;

(B) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value;

(C) Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value;

(D) A purported gift of assessable stock is considered to involve an offer and sale;

(E) Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security;

(F) The terms defined in this subsection do not include:

(I) Any bona fide pledge or loan;

(II) Any stock dividend, whether the corporation distributing the dividend is the issuer of the stock or not, if nothing of value is given by stockholders for the dividend other than the surrender of a right to a cash or property dividend when each stockholder may elect to take the dividend in cash or property or in stock;

(III) Any act incident to a class vote by stockholders, pursuant to the certificate of incorporation or the applicable corporation statute, on a merger, consolidation, reclassification of securities, or sale of corporate assets in consideration of the issuance of securities of another corporation; or

(IV) Any act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash.

(x) "Securities Act of 1933", "Securities Exchange Act of 1934", "Public Utility Holding Company Act of 1935", and "Investment Company Act of 1940" mean the federal statutes of those names as amended before or after the effective date of this act;

(xi) "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or for some other specified period;

(xii) "State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico;

(xiii) "Covered security" means any security that is a covered security under section 18(b) of the Securities Act of 1933 or rules or regulations promulgated thereunder, except, up through October 10, 1999, or such other date as may be legally permissible, a covered security for which a fee has not been paid and promptly remedied following written notification from the secretary of state to the issuer of the nonpayment or underpayment of such fees, as required by this chapter, shall not be a covered security.