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GEORGIA CODE (Last Updated: August 20, 2013) |
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Title 10. COMMERCE AND TRADE |
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Chapter 5. GEORGIA UNIFORM SECURITIES |
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Article 4. REGISTRATION OF BROKER-DEALERS, AGENTS, AND INVESTMENT ADVISORS |
| § 10-5-30. Registration requirements for broker-dealers; exemptions |
| § 10-5-31. Registration requirements for agents; exemptions |
| § 10-5-32. Registration requirements for investment advisors; exemptions |
| § 10-5-33. Registration requirement for investment adviser representatives; exemptions |
| § 10-5-34. Registration requirements for federal covered investment advisers |
| § 10-5-35. Application; consent to service of process |
| § 10-5-36. Change of name; change of control |
| § 10-5-37. Notice of termination |
| § 10-5-38. Withdrawal of registration |
| § 10-5-39. Fees |
| § 10-5-40. Financial requirements |
| § 10-5-41. Denial of or placement of conditions or limitations on registration |
REFS & ANNOS
TITLE 10 Chapter 5 Article 4 NOTE
LAW REVIEWS. --For article, "The Georgia Uniform Securities Act of 2008: An Analysis of Significant Changes to Georgia's Blue Sky Law," see 14 (No. 6) Ga. St. B.J. 18 (2009).
JUDICIAL DECISIONS
EDITOR'S NOTES. --In light of the similarity of the statutory provisions, decisions under former Code 1933, § 97-103 and former O.C.G.A. § 10-5-3, which were subsequently repealed but were succeeded by provisions in this article, are included in the annotations for this article.
SALE OF SHARES OF STOCK. --Shares of stock were "securities" which it was unlawful to sell in violation of former Code 1933, § 97-103 and subsection (a) of former Code 1933, § 97-112. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former Code 1933, § 97-103).
Demand promissory note and option to purchase shares of corporation given in exchange for checks for $12,500.00 was a transaction to which requirements of former Code 1933, §§ 97-103 and 97-112 applied. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former Code 1933, § 97-103).
SUBSECTION (A) ONLY VIOLATED BY LISTED PERSONS. --Where the defendants did not come within any of the categories of persons, as defined in former Code 1933, § 97-102, which were required by subsection (a) of former Code 1933, § 97-103 to be registered, it follows that the sale of limited partnership interests by them was not violative of subsection (a) of § 97-103. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980) (decided under former Code 1933, § 97-103).
OWNER OF STOCK INCLUDED IN SECURITY PROVISIONS. --See Jorges v. Griffin, 161 Ga. App. 439, 288 S.E.2d 356 (1982) (decided under former O.C.G.A. § 10-5-3).
BURDEN ON CONTROLLING OFFICER SEEKING TO AVOID LIABILITY. --Former Code 1933, § 97-114 imposed liability upon the controlling officer of a corporation for a transaction executed by corporate treasurer administering affairs in the officer's absence, which transaction violated former Code 1933, §§ 97-103 and 97-112, if the officer directly or indirectly controlled the treasurer, unless the officer sustained burden of proof that the officer did not know, and in exercise of reasonable care could not have known, existence of facts by reason of which liability was alleged to exist. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former O.C.G.A. § 10-5-3).
DEALERS. --Whether defendant was a "dealer" was immaterial since the evidence at trial was sufficient for a jury to find that the defendant was a "salesman" pursuant to former O.C.G.A. § 10-5-2(a)(25). Greenhill v. State, 199 Ga. App. 218, 404 S.E.2d 577, cert. denied, 199 Ga. App. 906, 404 S.E.2d 557 (1991) (decided under former O.C.G.A. § 10-5-3).
CITED in Martin v. T.V. Tempo, Inc., 628 F.2d 887 (5th Cir. 1980); Jones v. Miles, 656 F.2d 103 (5th Cir. 1981).
OPINIONS OF THE ATTORNEY GENERAL
EDITOR'S NOTES. --In light of the similarity of the statutory provisions, opinions under former Ga. L. 1957, p. 134, former Code 1933, § 97-103, and former O.C.G.A. § 10-5-3, as amended, which were subsequently repealed but were succeeded by provisions in this article, are included in the annotations for this article.
NEW YORK LICENSE TO SELL SECURITIES WAS NOT VALID IN GEORGIA. 1969 Op. Att'y Gen. No. 69-102 (decided under former Ga. L. 1957, p. 134, as amended).
CITIZENSHIP IS NOT PREREQUISITE TO REGISTRATION as a dealer, limited dealer, salesman, or limited salesman. 1970 Op. Att'y Gen. No. 70-113 (decided under former Ga. L. 1957, p. 134, as amended).
FOREIGN CORPORATION ALSO NEEDS CERTIFICATE OF AUTHORITY. --Registration as a dealer does not exempt a foreign corporation from needing a certificate of authority. 1975 Op. Att'y Gen. No. 75-38 (decided under former Code 1933, § 97-103).
PARTNER OR OFFICER IN REAL ESTATE SYNDICATE MAY BE "DEALER" OR "SALESMAN". --A general partner or executive officer of a real estate syndication should not be excluded from the definition of "salesman" or "dealer" merely because the person receives compensation or profit in the form of a profit on sales to the syndication, a real estate brokerage commission, a management fee, or some other form which is not an explicit commission for the sale of securities. 1974 Op. Att'y Gen. No. 74-75 (decided under former Code 1933, § 97-103).
SELLERS OF MORTGAGE SECURITIES. --A person who engages in the business of selling mortgage securities to the public is required to register as a dealer, and the individuals who work for such a dealer are required to register as salesmen unless the individuals qualify for one of the exemptions enumerated in this section. 1974 Op. Att'y Gen. No. 74-153 (decided under former Code 1933, § 97-103).
SELLERS OF TIME-SHARING UNITS IN CONDOMINIUMS WITH PROFIT-SHARING ARRANGEMENTS. --The sale of time-sharing units in a condominium when coupled with a rental pool or other profit-sharing arrangement constitutes a "security" within the definition of former Code 1933, § 97-103, and any person offering for sale or selling such securities must register as a dealer, limited dealer, salesman, or limited salesman unless such a person was a real estate broker or salesman licensed to sell real estate in Georgia. 1976 Op. Att'y Gen. No. 76-75 (decided under former Code 1933, § 97-103).
ACTIVITIES DESCRIBED IN SECTION BRING TRANSACTION UNDER CHAPTER. --Georgia courts would probably hold that the securities registration provisions did not apply to transactions involving a Georgia issuer if no sale or offer to sell occurred within Georgia; but if activities described in Ga. L. 1957, p. 134 are carried on in Georgia, this could bring the transactions under the law of this state. 1970 Op. Att'y Gen. No. U70-88 (decided under former Ga. L. 1957, p. 134, as amended).
FEES PART OF APPLICATION. --General Assembly intended registration fees to be part of the application process without which the application for registration could not be considered complete and hence could not be acted upon. 1975 Op. Att'y Gen. No. 75-79 (decided under former Code 1933, § 97-103).
REFUND OF FEES IF APPLICATION WITHDRAWN NOT AUTHORIZED. --Statutory security provisions did not vest the commissioner of securities with authority to refund the registration fees required by this section as part of the application for registration as a dealer, limited dealer, salesman, or limited salesman should an applicant withdraw an application. 1975 Op. Att'y Gen. No. 75-79 (decided under former Code 1933, § 97-103).
RESEARCH REFERENCES
AM. JUR. 2D. --69A Am. Jur. 2d, Securities Regulation -- State, §§ 15, 17 et seq.
C.J.S. --79A C.J.S., Securities Regulation and Commodity Futures Trading Regulation, § 372 et seq.
ALR. --Liability of seller to purchaser of invalid nonnegotiable public warrants, bonds, certificates, or other documents, 139 ALR 1426.
Applicability of Blue Sky Laws to preincorporation subscriptions, 50 ALR2d 1103.
Who is "dealer" under state securities Acts exempting sales by owners other than issuers not made in course of successive transactions, and the like, 6 ALR3d 1425.
JUDICIAL DECISIONS
EDITOR'S NOTES. --In light of the similarity of the statutory provisions, decisions under former Code 1933, § 97-103 and former O.C.G.A. § 10-5-3, which were subsequently repealed but were succeeded by provisions in this article, are included in the annotations for this article.
SALE OF SHARES OF STOCK. --Shares of stock were "securities" which it was unlawful to sell in violation of former Code 1933, § 97-103 and subsection (a) of former Code 1933, § 97-112. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former Code 1933, § 97-103).
Demand promissory note and option to purchase shares of corporation given in exchange for checks for $12,500.00 was a transaction to which requirements of former Code 1933, §§ 97-103 and 97-112 applied. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former Code 1933, § 97-103).
SUBSECTION (A) ONLY VIOLATED BY LISTED PERSONS. --Where the defendants did not come within any of the categories of persons, as defined in former Code 1933, § 97-102, which were required by subsection (a) of former Code 1933, § 97-103 to be registered, it follows that the sale of limited partnership interests by them was not violative of subsection (a) of § 97-103. Hirsch v. Equilateral Assocs., 245 Ga. 373, 264 S.E.2d 885 (1980) (decided under former Code 1933, § 97-103).
OWNER OF STOCK INCLUDED IN SECURITY PROVISIONS. --See Jorges v. Griffin, 161 Ga. App. 439, 288 S.E.2d 356 (1982) (decided under former O.C.G.A. § 10-5-3).
BURDEN ON CONTROLLING OFFICER SEEKING TO AVOID LIABILITY. --Former Code 1933, § 97-114 imposed liability upon the controlling officer of a corporation for a transaction executed by corporate treasurer administering affairs in the officer's absence, which transaction violated former Code 1933, §§ 97-103 and 97-112, if the officer directly or indirectly controlled the treasurer, unless the officer sustained burden of proof that the officer did not know, and in exercise of reasonable care could not have known, existence of facts by reason of which liability was alleged to exist. DeBoard v. Schulhofer, 156 Ga. App. 158, 273 S.E.2d 907 (1980) (decided under former O.C.G.A. § 10-5-3).
DEALERS. --Whether defendant was a "dealer" was immaterial since the evidence at trial was sufficient for a jury to find that the defendant was a "salesman" pursuant to former O.C.G.A. § 10-5-2(a)(25). Greenhill v. State, 199 Ga. App. 218, 404 S.E.2d 577, cert. denied, 199 Ga. App. 906, 404 S.E.2d 557 (1991) (decided under former O.C.G.A. § 10-5-3).
CITED in Martin v. T.V. Tempo, Inc., 628 F.2d 887 (5th Cir. 1980); Jones v. Miles, 656 F.2d 103 (5th Cir. 1981).
OPINIONS OF THE ATTORNEY GENERAL
EDITOR'S NOTES. --In light of the similarity of the statutory provisions, opinions under former Ga. L. 1957, p. 134, former Code 1933, § 97-103, and former O.C.G.A. § 10-5-3, as amended, which were subsequently repealed but were succeeded by provisions in this article, are included in the annotations for this article.
NEW YORK LICENSE TO SELL SECURITIES WAS NOT VALID IN GEORGIA. 1969 Op. Att'y Gen. No. 69-102 (decided under former Ga. L. 1957, p. 134, as amended).
CITIZENSHIP IS NOT PREREQUISITE TO REGISTRATION as a dealer, limited dealer, salesman, or limited salesman. 1970 Op. Att'y Gen. No. 70-113 (decided under former Ga. L. 1957, p. 134, as amended).
FOREIGN CORPORATION ALSO NEEDS CERTIFICATE OF AUTHORITY. --Registration as a dealer does not exempt a foreign corporation from needing a certificate of authority. 1975 Op. Att'y Gen. No. 75-38 (decided under former Code 1933, § 97-103).
PARTNER OR OFFICER IN REAL ESTATE SYNDICATE MAY BE "DEALER" OR "SALESMAN". --A general partner or executive officer of a real estate syndication should not be excluded from the definition of "salesman" or "dealer" merely because the person receives compensation or profit in the form of a profit on sales to the syndication, a real estate brokerage commission, a management fee, or some other form which is not an explicit commission for the sale of securities. 1974 Op. Att'y Gen. No. 74-75 (decided under former Code 1933, § 97-103).
SELLERS OF MORTGAGE SECURITIES. --A person who engages in the business of selling mortgage securities to the public is required to register as a dealer, and the individuals who work for such a dealer are required to register as salesmen unless the individuals qualify for one of the exemptions enumerated in this section. 1974 Op. Att'y Gen. No. 74-153 (decided under former Code 1933, § 97-103).
SELLERS OF TIME-SHARING UNITS IN CONDOMINIUMS WITH PROFIT-SHARING ARRANGEMENTS. --The sale of time-sharing units in a condominium when coupled with a rental pool or other profit-sharing arrangement constitutes a "security" within the definition of former Code 1933, § 97-103, and any person offering for sale or selling such securities must register as a dealer, limited dealer, salesman, or limited salesman unless such a person was a real estate broker or salesman licensed to sell real estate in Georgia. 1976 Op. Att'y Gen. No. 76-75 (decided under former Code 1933, § 97-103).
ACTIVITIES DESCRIBED IN SECTION BRING TRANSACTION UNDER CHAPTER. --Georgia courts would probably hold that the securities registration provisions did not apply to transactions involving a Georgia issuer if no sale or offer to sell occurred within Georgia; but if activities described in Ga. L. 1957, p. 134 are carried on in Georgia, this could bring the transactions under the law of this state. 1970 Op. Att'y Gen. No. U70-88 (decided under former Ga. L. 1957, p. 134, as amended).
FEES PART OF APPLICATION. --General Assembly intended registration fees to be part of the application process without which the application for registration could not be considered complete and hence could not be acted upon. 1975 Op. Att'y Gen. No. 75-79 (decided under former Code 1933, § 97-103).
REFUND OF FEES IF APPLICATION WITHDRAWN NOT AUTHORIZED. --Statutory security provisions did not vest the commissioner of securities with authority to refund the registration fees required by this section as part of the application for registration as a dealer, limited dealer, salesman, or limited salesman should an applicant withdraw an application. 1975 Op. Att'y Gen. No. 75-79 (decided under former Code 1933, § 97-103).
RESEARCH REFERENCES
AM. JUR. 2D. --69A Am. Jur. 2d, Securities Regulation -- State, §§ 15, 17 et seq.
C.J.S. --79A C.J.S., Securities Regulation and Commodity Futures Trading Regulation, § 372 et seq.
ALR. --Liability of seller to purchaser of invalid nonnegotiable public warrants, bonds, certificates, or other documents, 139 ALR 1426.
Applicability of Blue Sky Laws to preincorporation subscriptions, 50 ALR2d 1103.
Who is "dealer" under state securities Acts exempting sales by owners other than issuers not made in course of successive transactions, and the like, 6 ALR3d 1425.