§ 11-51-102 — Scope of article

(1) Except as provided in subsection (7) of this
section, sections 11-51-301, 11-51-401 (1) and (2), 11-51-501, and 11-51-503 apply to
persons who sell or offer to sell when an offer to sell is made in this state or when
an offer to purchase is made and accepted in this state.

(2) Sections 11-51-401 (1) and (2), 11-51-501, and 11-51-503 apply to persons
who purchase or offer to purchase when an offer to purchase is made in this state
or when an offer to sell is made and accepted in this state.

(3) For the purpose of this section, an offer to sell or to purchase is made in
this state, whether or not either party is then present in this state, when the offer
originates from this state or is directed by the offeror to this state and is received at
the place to which it is directed or, in the case of a mailed offer, at any post office in
this state.

(4) For the purpose of this section, an offer to purchase or to sell is accepted
in this state when acceptance is communicated to the offeror in this state and 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 is to be in this state and it is received at
the place to which it is directed or, in the case of a mailed acceptance, at any post
office in this state.

(5) (a) For the purpose of subsections (1) to (4) of this section, an offer to sell
or to purchase made in a newspaper or other publication of general, regular, and
paid circulation is not made in this state if the publication:

(I) Is not published in this state; or

(II) Is published in this state, but has had more than two-thirds of its
circulation outside this state during the past twelve months.

(b) For the purpose of this subsection (5), if a publication is published in
editions, each edition is a separate publication except for material common to all
editions.

(6) (a) For the purpose of subsections (1) to (4) of this section, an offer to sell
or to purchase made in a radio or television broadcast or other publicly distributed
electronic communication received in this state which originates outside this state
is not made in this state. For the purpose of subsection (8) of this section,
investment advisory services limited to holding oneself out as an investment
adviser or financial planner or similar type of adviser or consultant, but not the
transaction of any further business, in a radio or television broadcast or other
publicly distributed electronic communication received in this state in a manner
originating outside this state shall not be construed as investment advisory services
provided in this state.

(b) For the purpose of this subsection (6), a radio or television broadcast or
other publicly distributed electronic communication originates in this state if either
the broadcast studio or the originating source of transmission is located in this
state, unless:

(I) The broadcast or communication is syndicated and distributed from
outside this state for redistribution to the general public in this state;

(II) The broadcast or communication is supplied by a radio, television, or
other electronic network with the electronic signal originating from outside this
state for redistribution to the general public in this state;

(III) The broadcast or communication is an electronic signal that originates
outside this state and is captured for redistribution to the general public in this
state by a community antenna or cable, radio, cable television, or other electronic
system; or

(IV) The broadcast or communication consists of an electronic signal that
originates in this state, but which is not intended for redistribution to the general
public in this state.

(7) Section 11-51-301 and section 11-51-604, to the extent such section
relates to section 11-51-301, do not apply to any person with respect to a sale or
offer to sell where the sale or offer to sell is directed to another person not located
in this state, does not violate a securities registration requirement or its equivalent
in the laws of the jurisdiction in which the other person is located, and is not made
for the purpose of evading the provisions of this article.

(8) For purposes of section 11-51-401 (1.5), (1.6), and (2.5), transacting
business in this state includes engaging in any of the activities enumerated in
section 11-51-201 (9.5)(a) or holding oneself out as an investment adviser, financial
planner, or similar type of adviser or consultant if such activities are engaged in, or
the holding out occurs, within the state regardless of whether a person to whom
services are provided or to whom such holding out is made is physically present
within the state. Transacting business in this state also includes engaging in the
services or so holding oneself out whenever a person to whom such services are
provided or to whom such holding out is made is both a resident of, and physically
present within, the state.

(9) Section 11-51-501 (2) and (3) apply if:

(a) Any of the proscribed conduct occurs within this state regardless of
whether a client or prospective client is present within the state when such conduct
occurs; or

(b) A client or prospective client is physically present within the state when
any of the proscribed conduct occurs in this state.

Legislative History

Source: L. 90: Entire article R&RE, p. 700, � 1, effective July 1. L. 98: (1), (2), and (6)(a) amended and (8) and (9) added, p. 546, � 1, effective April 30.