CHAPTER 75
HB 1409 – FINAL VERSION
7Mar2012… 0544h
9May2012… 2047EBA
2012 SESSION
08/10
HOUSE BILL 1409
AN ACT relative to definitions under the Uniform Securities Act.
SPONSORS: Rep. Schlachman, Rock 13; Rep. Nevins, Rock 15
COMMITTEE: Commerce and Consumer Affairs
This bill makes various changes to definitions under the Uniform Securities Act.
This bill is a request of the bureau of securities regulation.
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Explanation: Matter added to current law appears in bold italics.
Matter removed from current law appears [in brackets and struckthrough.]
Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.
7Mar2012… 0544h
9May2012… 2047EBA
12-2740
08/10
STATE OF NEW HAMPSHIRE
In the Year of Our Lord Two Thousand Twelve
AN ACT relative to definitions under the Uniform Securities Act.
Be it Enacted by the Senate and House of Representatives in General Court convened:
75:1 Definitions. Amend the introductory paragraph of RSA 421-B:2 to read as follows:
421-B:2 Definitions. When used in this chapter, unless the context of the section in which the term is used otherwise requires:
75:2 New Paragraph; Common Enterprise; Definition. Amend RSA 421-B:2 by inserting after paragraph IV-a the following new paragraph:
IV-aa. “Common enterprise” means an enterprise in which the fortunes of the investor are interwoven with those of either (a) the person offering the investment; (b) a third-party; or (c) one or more investors. This definition is met if the investor joins with the promoter or some third party, to accomplish a common goal such as earning a profit for the investor, whether the promoter or third- party shares in the profits generated or is merely paid a commission or fee for his or her services; or 2 or more investors join together in a common goal of making a profit.
75:3 New Paragraph; Investment Contract; Definition. Amend RSA 421-B:2 by inserting after paragraph IX-b the following new paragraph:
IX-c.(a) “Investment contract” means either: (1) an investment in a common enterprise with the expectation of profits to be primarily from the efforts of the promoter or some third-party; or (2) the investment of money or money-worth including money, goods furnished, or services performed, in the risk capital of a venture with the expectation of some benefit to the investor where the investor has no direct control over the investment or policy decisions of the venture.
(b) For the purposes of subparagraph (a), the following shall apply:
(1) The investment may take the form of money actually paid to; securities or other real or personal property actually delivered to; the right to use such securities and other property granted to; or services actually performed for, the common enterprise or some other entity designated by the promoter or common enterprise to receive the investment.
(2) “Profits” shall include the promise to pay money, deliver securities, or deliver kind goods;
(3) The third-party providing the efforts may or may not be an affiliate or associated with the promoter or the common enterprise. Such efforts are those day-to-day management efforts which affect the success or failure of the enterprise, and do not include physical or mechanical efforts or extraordinary efforts such as the removal of the management of the common enterprise.
(4) “Benefits” shall mean any bargained-for benefit to the investor or to a person designated by the investor; or any bargained-for legal detriment to the common enterprise, the promoter, or some entity identified by the investor.
(c) The following interests are securities if they meet either of the 2 above tests for investment contracts, whether or not they are also covered by any other part of the definition of a security:
(1) General partnership interest whether in a general partnership, a joint venture, a limited partnership, a limited liability partnership, or a limited liability limited partnership.
(2) An investment in a viatical or life settlement or similar agreement.
75:4 Definitions; Security. Amend RSA 421-B:2, XX(a) to read as follows:
XX.(a) “Security” [means] shall include any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; membership interest in a limited liability company; partnership interest in a registered limited liability partnership; partnership interest in a limited partnership; collateral trust certificate; preorganization certificate or subscription; transferable shares; investment contract; investment metal contract or investment gem contract; voting trust certificate; certificate of deposit for a security; certificate of interest or participation in an oil, gas or mining right, title or lease or in payments out of production under such a right, title or lease; any put, call, straddle, option, or privilege on any security, certificate of deposit for a security, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency 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] time.
75:5 Effective Date. This act shall take effect 60 days after its passage.
Approved: May 23, 2012
Effective Date: July 22, 2012