(a) The following securities are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504: (i) A security, including a revenue obligation or a separate security as defined in rule 131 (17 C.F.R. 230.131) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by the congress; or a certificate of deposit for any of the foregoing; (ii) A security issued, insured or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor; (iii) A security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by: (A) An international banking institution; (B) A banking institution organized under the laws of the United States; a member bank of the federal reserve system; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the comptroller of currency pursuant to section 1 of Public Law 87-722 (12 U.S.C. § 92a); or (C) Any other depository institution, unless by rule or order the secretary of state proceeds under W.S. 17-4-205. (iv) A security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state; (v) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is: (A) Regulated in respect to its rates and charges by the United States or a state; (B) Regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or (C) A public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act. (vi) A federal covered security specified in section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this act; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the securities and exchange commission under section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C. § 78i(b)); (vii) A security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 (15 U.S.C. § 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness issued by such a person, a rule may be adopted under this act limiting the availability of this exemption by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying with respect to subparagraph (B) of this paragraph the scope of the exemption and the grounds for denial or suspension, and requiring an issuer: (A) To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the secretary of state does not disallow the exemption within the period established by the rule; (B) To file a request for exemption authorization for which a rule under this act may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with W.S. 17-4-611, and grounds for denial or suspension of the exemption; or (C) To register under W.S. 17-4-304. (viii) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative; and (ix) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)).

Propose a change

17-4-202. Exempt transactions.

(a) The following transactions are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504: (i) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not; (ii) A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this act, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction: (A) The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person; (B) The security is sold at a price reasonably related to its current market price; (C) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution; (D) A nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this act or a record filed with the securities and exchange commission that is publicly available and contains: (I) A description of the business and operations of the issuer; and (II) The names of the issuer's executive officers and the names of the issuer's directors, if any; and (III) An audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and (IV) An audited income statement for each of the issuer's two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement. (E) Any one (1) of the following requirements is met: (I) The issuer of the security has a class of equity securities listed on a national securities exchange registered under section 6 of the Securities Exchange Act of 1934 or designated for trading on the national association of securities dealers automated quotation system; (II) The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940; (III) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years; or (IV) The issuer of the security has total assets of at least two million dollars ($2,000,000.00) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization. (iii) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system; (iv) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in an outstanding security if the guarantor of the security files reports with the securities and exchange commission under the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); (v) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security that: (A) Is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or (B) Has a fixed maturity or a fixed interest or dividend, if: (I) A default has not occurred during the current fiscal year or within the three (3) previous fiscal years or during the existence of the issuer and any predecessor if less than three (3) fiscal years, in the payment of principal, interest, or dividends on the security; and (II) The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person. (vi) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act effecting an unsolicited order or offer to purchase; (vii) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this act; (viii) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting in the exercise of discretionary authority in a signed record for the account of others; (ix) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the secretary of state after a hearing; (x) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters; (xi) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if: (A) The note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit; (B) A general solicitation or general advertisement of the transaction is not made; and (C) A commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this act as a broker-dealer or as an agent. (xii) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator; (xiii) A sale or offer to sell to: (A) An institutional investor; (B) A federal covered investment adviser; or (C) Any other person exempted by rule adopted or order issued under this act. (xiv) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which: (A) Not more than twenty-five (25) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in paragraph (xiii) of this subsection; (B) A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities; (C) A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this act or an agent registered under this act for soliciting a prospective purchaser in this state; and (D) The issuer reasonably believes that all the purchasers in this state, other than those designated in paragraph (xiii) of this subsection, are purchasing for investment. (xv) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state; (xvi) An offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if: (A) A registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with rule 165 adopted under the Securities Act of 1933 (17 C.F.R. 230.165); and (B) A stop order of which the offeror is aware has not been issued against the offeror by the secretary of state or the securities and exchange commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending. (xvii) An offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933 if: (A) A registration statement has been filed under this act, but is not effective; (B) a solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the secretary of state under this act; and (C) A stop order of which the offeror is aware has not been issued by the secretary of state under this act and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending. (xviii) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties; (xix) A rescission offer, sale, or purchase under W.S. 17-4-510; (xx) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this act; (xxi) Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to: (A) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers; (B) Family members who acquire such securities from those persons through gifts or domestic relations orders; (C) Former employees, directors, general partners, trustees, officers, consultants, and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and (D) Insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations. (xxii) A transaction involving: (A) A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock; (B) An 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; or (C) The solicitation of tenders of securities by an offeror in a tender offer in compliance with rule 162 adopted under the Securities Act of 1933 (17 C.F.R. 230.162). (xxiii) A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this act, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under this act; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under this act, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and the Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with the Wyoming Administrative Procedure Act, the secretary of state, by rule adopted or order issued under this act, may revoke the designation of a securities exchange under this paragraph, if the secretary of state finds that revocation is necessary or appropriate in the public interest and for the protection of investors.

Propose a change

17-4-203. Intrastate crowdfunding exemption.

(a) Except as otherwise provided in this act, an offer or sale of a security by an issuer is exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 if the offer or sale meets all of the following requirements: (i) The issuer of the security is: (A) An entity that is incorporated or organized under the laws of this state; (B) A resident of this state under securities and exchange commission rule 147, (17 C.F.R. 230.147), or rule 147A, (17 C.F.R. 230.147A); and (C) Authorized to do business in this state. (ii) The transaction meets the requirements for the federal exemption for intrastate offerings under section 3(a)(11) of the Securities Act of 1933, (15 U.S.C. 77c(a)(11)), and securities and exchange commission rule 147, (17 C.F.R. 230.147), including, but not limited to, the requirements for determining whether an offeree or purchaser is a resident of this state, or under 15 U.S.C. 77e and securities and exchange commission rule 147A, (17 C.F.R. 230.147A). All of the following apply concerning these requirements: (A) Each of the following is prima facie evidence that an individual is a resident of this state: (I) A valid operator's license, chauffeur's license, or official personal identification card issued by this state; (II) A current Wyoming voter registration; (III) A signed affidavit showing that the purchaser is a resident of this state as defined by W.S. 22-1-102(a)(xxx); or (IV) Any other record or documents issued by this state that establishes that the purchaser's principal residence is in this state. (B) The provisions of securities and exchange commission rule 147, (17 C.F.R. 230.147), or rule 147A, (17 C.F.R. 230.147A), apply in determining the residency of an offeree or purchaser that is a corporation, partnership, trust, or other form of business organization; (C) If a purchaser of a security that is exempt under this section resells that security within six (6) months after the closing of the particular offering in which the purchaser obtained that security to a person that is not a resident of this state, the original investment agreement between the issuer and the purchaser is void. If an agreement to purchase, or the purchase of, a security is void under this subparagraph, the issuer may recover damages from the misrepresenting offeree or purchaser. These damages include, but are not limited to, the issuer's expenses in resolving the misrepresentation. However, damages described in this subparagraph shall not exceed the amount of the person's investment in the security. (iii) The sum of all cash and other consideration to be received for all sales of the security in reliance on this exemption does not exceed the following amounts: (A) Three million dollars ($3,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has not made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable; (B) Ten million dollars ($10,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable. (iv) The issuer has not accepted more than twenty-five thousand dollars ($25,000.00) from any single purchaser unless the purchaser is an accredited investor as defined by rule 501 of securities and exchange commission regulation D, (17 C.F.R. 230.501) who comes within any category listed in the definition of that rule or who the issuer reasonably believes comes within any category listed in the definition of that rule, at the time of the sale. The issuer may rely on confirmation that the purchaser is an accredited investor from information provided by the purchaser, a licensed broker-dealer or another third party in making a determination that the purchaser is an accredited investor; (v) At least ten (10) days before an offer of securities is made in reliance on this exemption or the use of any publicly available website in connection with an offering of securities in reliance on this exemption, the issuer files a notice with the secretary of state, in writing or in electronic form as specified by the secretary of state, that contains all of the following: (A) A notice of claim of exemption from registration, specifying that the issuer intends to conduct an offering in reliance on this exemption, accompanied by the filing fee specified in this section; (B) A copy of the disclosure statement to be provided to prospective investors in connection with the offering. The disclosure statement shall be provided at the time the offer of securities is made to the prospective purchaser and shall contain all of the following: (I) A description of the issuer, including its type of entity, the address and telephone number of its principal office, its formation history, its business plan, and the intended use of the offering proceeds, including any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer; (II) The identity of each person that owns more than ten percent (10%) of the ownership interests of any class of securities of the issuer; (III) The identity of the executive officers, directors, and managing members of the issuer, and any other individuals who occupy similar status or perform similar functions in the name of and on behalf of the issuer, including their titles and their prior experience; (IV) The terms and conditions of the securities being offered and of any outstanding securities of the issuer, the minimum and maximum amount of securities being offered, if any, and either the percentage ownership of the issuer represented by the offered securities or the valuation of the issuer implied by the price of the offered securities; (V) The identity of any person that the issuer has or intends to retain to assist the issuer in conducting the offering and sale of the securities, including the owner of any websites, if known, but excluding any person acting solely as an accountant or attorney and any employees whose primary job responsibilities involve the operating business of the issuer rather than assisting the issuer in raising capital, and for each person identified in response to this subdivision, a description of the consideration being paid to that person for that assistance; (VI) A description of any litigation or legal proceedings involving the issuer or its management; (VII) The name and address of any website that the issuer intends to use in connection with the offering, including its uniform resource locator (URL). If the issuer has not engaged a website described in this subdivision at the time the issuer files the disclosure statement described in this subparagraph with the secretary of state under this paragraph but subsequently does engage a website for use in connection with the offering, the issuer shall provide the information described in this subdivision to the secretary of state by filing a supplemental notice; (VIII) Additional information material to the offering, including, where appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion shall be concise and organized logically and need not present risks that could apply to any issuer or any offering. (C) An escrow agreement with a bank or other depository institution located in this state, in which the purchaser funds will be deposited, that provides that all offering proceeds will be released to the issuer only when the aggregate capital raised from all purchasers is equal to or greater than the minimum target offering amount specified in the disclosure statement as necessary to implement the business plan and that all purchasers will receive a return of their subscription funds if that target offering amount is not raised by the time stated in the disclosure statement. The bank or other depository institution may contract with the issuer to collect reasonable fees for its escrow services regardless of whether the target offering amount is reached. (vi) The issuer is not, either before or as a result of the offering, an investment company, as defined in section 3 of the Investment Company Act of 1940, (15 U.S.C. § 80a-3), or an entity that would be an investment company but for the exclusions provided in subsection (c) of that section, or subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, (15 U.S.C. §§ 78m and 78o(d)); (vii) The issuer informs each prospective purchaser that the securities are not registered under federal or state securities laws and that the securities are subject to limitations on transfer or resale and displays the following legend conspicuously on the cover page of the disclosure statement: "IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (E) OF SEC RULE 147, (17 C.F.R. 230.147(E)), OR RULE 147A, (17 C.F.R. 230.147A(E)), AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.". (viii) The issuer requires each purchaser to certify in writing, and to include as part of that certification his signature, and his initials next to each paragraph of the certification, as follows: "I understand and acknowledge that: I am investing in a high-risk, speculative business venture. I may lose all of my investment, and I can afford the loss of my investment. This offering has not been reviewed or approved by any state or federal securities commission or other regulatory authority and that no regulatory authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering. The securities I am acquiring in this offering are illiquid, that the securities are subject to possible dilution, that there is no ready market for the sale of those securities, that it may be difficult or impossible for me to sell or otherwise dispose of this investment, and that, accordingly, I may be required to hold this investment indefinitely. I may be subject to tax on my share of the taxable income and losses of the issuer, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the issuer. By entering into this transaction with the issuer, I am affirmatively representing myself as being a Wyoming resident at the time that this contract is formed, and if this representation is subsequently shown to be false, the contract is void. If I resell any of the securities I am acquiring in this offering to a person that is not a Wyoming resident, within six (6) months after the closing of the offering, my contract with the issuer for the purchase of these securities is void.". (ix) If the offer and sale of securities under this section is made through an internet website, all of the following requirements are met: (A) Before any offer of an investment opportunity to residents of this state through the use of a website, the issuer provides to the website and to the secretary of state evidence that the issuer is organized under the laws of this state and that it is authorized to do business in this state; (B) The issuer obtains from each purchaser of a security under this section evidence that the purchaser is a resident of this state and, if applicable, an accredited investor; (C) The website operator files a written notice with the secretary of state that includes the website operator's name, business address, and contact information and states that it is authorized to do business in this state and is being utilized to offer and sell securities under this exemption. Beginning twelve (12) months after the date of the written notice, a website operator that has filed a written notice under this subparagraph shall annually notify the secretary of state in writing of any changes in the information provided to the secretary of state under this subparagraph; (D) The issuer and the website keep and maintain records of the offers and sales of securities made through the website and provide ready access to the records to the secretary of state on request. The secretary of state may access, inspect, and review any website described in this paragraph and its records. (x) All payments for the purchase of securities are directed to and held by the bank or depository institution subject to the provisions of subparagraph (v)(C) of this subsection; (xi) Offers or sales of a security are not made through an internet website unless the website has filed the written notice required under subparagraph (ix)(C) of this subsection with the secretary of state; (xii) The issuer does not pay, directly or indirectly, any commission or remuneration to an executive officer, director, managing member, or other individual who has a similar status or performs similar functions in the name of and on behalf of the issuer for offering or selling the securities unless he or she is registered as a broker-dealer, investment adviser, or investment adviser representative under article 4 of this act. An executive officer, director, managing member, or other individual who has a similar status or performs similar functions in the name of and on behalf of the issuer is exempt from the registration requirements under article 4 of this act if he or she does not receive, directly or indirectly, any commission or remuneration for offering or selling securities of the issuer that are exempt from registration under this section; (xiii) Repealed by Laws 2018, ch. 71, § 2. (xiv) The term of the offering does not exceed twelve (12) months after the date of the first offer. (b) If the offer and sale of a security of an issuer is exempt under this section, the issuer shall provide the information described in paragraph (iv) of this subsection upon request of the issuer's purchasers until none of the securities issued under this section are outstanding. All of the following apply: (i) The issuer shall provide the information free of charge to the purchasers; (ii) An issuer may satisfy the information requirement under this subsection by making the information available on an internet website; (iii) The issuer must provide a written copy of the information to any purchaser or the secretary of state on request; (iv) The information provided must include all of the following: (A) The compensation received by each director and executive officer of the issuer, including cash compensation earned on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received; (B) An analysis by management of the issuer of the business operations and financial condition of the issuer. (c) The exemption provided in this section shall not be used in conjunction with any other exemption under this article, except offers and sales to controlling persons shall not count toward the limitation in paragraph (a)(iii) of this section. (d) The exemption described in this section does not apply if an issuer or person that is affiliated with the issuer or offering is subject to any disqualification established by the secretary of state by rule or contained in rule 262 as promulgated under the Securities Act of 1933, (17 C.F.R. 230.262). However, this subsection does not apply if both of the following are met: (i) On a showing of good cause and without prejudice to any other action by the secretary of state, the secretary of state determines that it is not necessary under the circumstances that an exemption be denied; and (ii) The issuer establishes that it made factual inquiry into whether any disqualification existed under this subsection but did not know, and in the exercise of reasonable care could not have known, that a disqualification existed under this subsection. The nature and scope of the requisite inquiry will vary based on the circumstances of the issuer and the other offering participants. (e) The secretary of state may adopt rules to implement the provisions of this section and to protect purchasers that purchase securities that are exempt from registration under this section. (f) The secretary of state shall charge a nonrefundable filing fee for filing an exemption notice required under subsection (a) of this section according to the following conditions: (i) If the offering is being made by the issuer the filing fee is two hundred dollars ($200.00); (ii) Internet websites filing written notice shall pay a filing fee of one hundred dollars ($100.00), for a period of twelve (12) consecutive months following the date of written notice. Internet websites may file renewal notices every twelve (12) months accompanied by a one hundred dollar ($100.00) renewal fee. (g) A website through which an offer or sale of securities under this section is made is not subject to the broker-dealer, investment adviser, or investment adviser representative registration requirements under article 4 of this act if the website meets all of the following conditions: (i) It does not offer investment advice or recommendations; (ii) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the website; (iii) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the website; (iv) It does not hold, manage, possess, or otherwise handle purchaser funds or securities; (v) It does not engage in any other activities that the secretary of state by rule determines are inappropriate for an exemption from the registration requirements under article 4 of this act. (h) Except for W.S. 17-4-504, article 5 of this act applies to a violation of this section, including a violation concerning website operation. (j) As used in this section, "controlling person" means an officer, director, partner, or trustee, or another individual who has similar status or performs similar functions, of or for the issuer or to a person that owns ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer. (k) The exemption described in this section may be referred to as the "Wyoming Invests Now (WIN) exemption".

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17-4-204. Additional exemptions and waivers.

A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under W.S. 17-4-201 through 17-4-203.

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17-4-205. Denial, suspension, revocation, condition, or limitation of exemptions.

(a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this act may deny, suspend application of, condition, limit, or revoke an exemption created under W.S. 17-4-201(a)(iii)(C), (vii) or (viii), or 17-4-202 and 17-4-203, or an exemption or waiver created under W.S. 17-4-204 with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in W.S. 17-4-306(d) or 17-4-604 and only prospectively. (b) A person does not violate W.S. 17-4-301, 17-4-303 through 17-4-306, 17-4-504, or 17-4-510 by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.

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17-4-206. Repealed by Laws 2019, ch. 170, § 4.

Repealed by Laws 2019, ch. 170, § 4.

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17-4-301. Securities registration requirement.

(a) It is unlawful for a person to offer or sell a security in this state unless: (i) The security is a federal covered security; (ii) The security, transaction, or offer is exempted from registration under W.S. 17-4-201 through 17-4-204; or (iii) The security is registered under this act.

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17-4-302. Notice filing.

(a) With respect to a federal covered security, as defined in section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(2)), that is not otherwise exempt under W.S. 17-4-201 through 17-4-204, a rule adopted or order issued under this act may require the filing of any or all of the following records: (i) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the securities and exchange commission under the Securities Act of 1933 and a consent to service of process complying with W.S. 17-4-611 signed by the issuer and the payment of a fee of two hundred dollars ($200.00); (ii) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the Securities Act of 1933; and (iii) To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the securities and exchange commission and payment of a fee as set by rule. (b) A notice filing under subsection (a) of this section is effective for two (2) years commencing on the later of the notice filing or the effectiveness of the offering filed with the securities and exchange commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the securities and exchange commission that are required by rule or order under this act to be filed and by paying a renewal fee as set by rule. A previously filed consent to service of process complying with W.S. 17-4-611 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed. (c) With respect to a security that is a federal covered security under section 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(4)(D)), a rule under this act may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the appendix, as promulgated by the securities and exchange commission, and a consent to service of process complying with W.S. 17-4-611 signed by the issuer not later than fifteen (15) days after the first sale of the federal covered security in this state and the payment of a fee as set by rule; and the payment of a fee for any late filing as set by rule. (d) Except with respect to a federal security under section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)), if the secretary of state finds that there is a failure to comply with a notice or fee requirement of this section, the secretary of state may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the secretary of state.

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17-4-303. Securities registration by coordination.

(a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section. (b) A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in W.S. 17-4-305 and a consent to service of process complying with W.S. 17-4-611: (i) A copy of the latest form of prospectus filed under the Securities Act of 1933; (ii) A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this act; (iii) Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the secretary of state; and (iv) An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the securities and exchange commission. (c) A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied: (i) A stop order under subsection (d) of this section or W.S. 17-4-306 or issued by the securities and exchange commission is not in effect and a proceeding is not pending against the issuer under W.S. 17-4-306; and (ii) The registration statement has been on file for at least twenty (20) days or a shorter period provided by rule adopted or order issued under this act. (d) The registrant shall promptly notify the secretary of state in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the secretary of state may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The secretary of state shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance. (e) If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the secretary of state, the registration statement is automatically effective under this act when all the conditions are satisfied or waived. If the registrant notifies the secretary of state of the date when the federal registration statement is expected to become effective, the secretary of state shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the secretary of state intends the institution of a proceeding under W.S. 17-4-306. The notice by the secretary of state does not preclude the institution of such a proceeding.

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17-4-304. Securities registration by qualification.

(a) A security may be registered by qualification under this section. (b) A registration statement under this section must contain the information or records specified in W.S. 17-4-305, a consent to service of process complying with W.S. 17-4-611, and, if required by rule adopted under this act, the following information or records: (i) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged; (ii) With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five (5) years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three (3) years or proposed to be effected; (iii) With respect to persons covered by paragraph (ii) of this subsection, the aggregate sum of the remuneration paid to those persons during the previous twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer; (iv) With respect to a person owning of record or owning beneficially, if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (ii) of this subsection other than the person's occupation; (v) With respect to a promoter, if the issuer was organized within the previous three (3) years, the information or records specified in paragraph (ii) of this subsection, any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment; (vi) With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three (3) years or proposed to be effected; and a statement of the reasons for making the offering; (vii) The capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two (2) years or is obligated to issue its securities; (viii) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter; (ix) The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition; (x) A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (ii), (iv), (v), (vi), or (viii) of this subsection and by any person that holds or will hold ten percent (10%) or more in the aggregate of those options; (xi) The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two (2) years, and a copy of the contract; (xii) A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities; (xiii) A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with W.S. 17-4-202(a)(xvii)(B); (xiv) A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered; (xv) A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer; (xvi) A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement; (xvii) A balance sheet of the issuer as of a date within four (4) months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and (xviii) Any additional information or records required by rule adopted or order issued under this act. (c) A registration statement under this section becomes effective when the secretary of state so orders. (d) A rule adopted or order issued under this act may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) of this section be sent or given to each person to which an offer is made, before or concurrently, with the earliest of: (i) The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution; (ii) The confirmation of a sale made by or for the account of the person; (iii) Payment pursuant to such a sale; or (iv) Delivery of the security pursuant to such a sale.

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17-4-305. Securities registration filings.

(a) A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this act. (b) A person filing a registration statement shall pay a filing fee of one-fiftieth of one percent (.0002) of the total dollar offering amount to be offered in this state, but the fee shall in no case be less than two hundred dollars ($200.00) nor more than six hundred dollars ($600.00) when filing an initial registration statement or renewing a previously filed registration statement. If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under W.S. 17-4-306 the secretary of state shall retain one hundred dollars ($100.00) of the fee. (c) A registration statement filed under W.S. 17-4-303 or 17-4-304 must specify: (i) The amount of securities to be offered in this state; (ii) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and (iii) Any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission, or a court. (d) A record filed under this act or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate. (e) In the case of a nonissuer distribution, information or a record may not be required under subsection (j) of this section or W.S. 17-4-304, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense. (f) A rule adopted or order issued under this act may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this act, but the secretary of state may not reject a depository institution solely because of its location in another state. (g) A rule adopted or order issued under this act may require as a condition of registration that a security registered under this act be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this act or preserved for a period specified by the rule or order, which may not be longer than five (5) years. (h) Except while a stop order is in effect under W.S. 17-4-306, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this act during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this act are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the secretary of state. (j) While a registration statement is effective, a rule adopted or order issued under this act may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering. (k) A registration statement may be amended after its effective date. The post effective amendment becomes effective when the secretary of state so orders. If a post effective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee specified in subsection (b) of this section. A post effective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.

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17-4-306. Denial, suspension, and revocation of securities registration.

(a) The secretary of state may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the secretary of state finds that the order is in the public interest and that: (i) The registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under W.S. 17-4-305(k) as of its effective date, or a report under W.S. 17-4-305(j), is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact; (ii) This act or a rule adopted or order issued under this act or a condition imposed under this act has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter; (iii) The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this act applicable to the offering, but the secretary of state may not institute a proceeding against an effective registration statement under this paragraph more than one (1) year after the date of the order or injunction on which it is based, and the secretary of state may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section; (iv) The issuer's enterprise or method of business includes or would include activities that are unlawful where performed; (v) With respect to a security sought to be registered under W.S. 17-4-303, there has been a failure to comply with the undertaking required by W.S. 17-4-303(b)(iv); (vi) The applicant or registrant has not paid the filing fee, but the secretary of state shall void the order if the deficiency is corrected; or (vii) The offering: (A) Will work or tend to work a fraud upon purchasers or would so operate; (B) Has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options; or (C) Is being made on terms that are unfair, unjust, or inequitable. (b) To the extent practicable, the secretary of state by rule adopted or order issued under this act shall publish standards that provide notice of conduct that violates paragraph (a)(vii) of this section. (c) The secretary of state may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the secretary of state when the registration statement became effective unless the proceeding is instituted within thirty (30) days after the registration statement became effective. (d) The secretary of state may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the secretary of state shall promptly notify each person specified in subsection (e) of this section that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the secretary of state, within thirty (30) days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination. (e) A stop order may not be issued under this section without: (i) Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered; (ii) An opportunity for hearing; and (iii) Findings of fact and conclusions of law in a record in accordance with the Wyoming Administrative Procedure Act. (f) The secretary of state may modify or vacate a stop order issued under this section if the secretary of state finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

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17-4-307. Waiver and modification.

The secretary of state may waive or modify, in whole or in part, any or all of the requirements of W.S. 17-4-302, 17-4-303, and 17-4-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to W.S. 17-4-305(j).

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17-4-401. Broker-dealers registration requirement and exemptions.

(a) It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this act as a broker-dealer or is exempt from registration as a broker-dealer under subsection (b) or (d) of this section. (b) The following persons are exempt from the registration requirement of subsection (a) of this section: (i) A broker-dealer without a place of business in this state if its only transactions effected in this state are exclusively with or through: (A) The issuer of the securities involved in the transactions; (B) A broker-dealer registered as a broker-dealer under this act or not required to be registered as a broker-dealer under this act; (C) An institutional investor; (D) A nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting for the account of others pursuant to discretionary authority in a signed record; (E) A bona fide preexisting customer whose principal place of residence is not in this state and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence; (F) A bona fide preexisting customer whose principal place of residence is in this state but was not present in this state when the customer relationship was established, if: (I) The broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and (II) Within forty-five (45) days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than seventy-five (75) days after the date on which the application is filed, or, if earlier, the date on which the secretary of state notifies the person that the secretary of state has denied the application for registration or has stayed the pendency of the application for good cause. (G) Not more than one (1) customer in this state during the previous twelve (12) months, in addition to those customers specified in subparagraphs (A) through (F) and under subparagraph (H) of this paragraph, if the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and (H) Any other person exempted by rule adopted or order issued under this act. (ii) A person that deals solely in United States government securities and is supervised as a dealer in government securities by the board of governors of the federal reserve system, the comptroller of the currency, the federal deposit insurance corporation, or the office of thrift supervision. (c) It is unlawful for a broker-dealer, or for an issuer engaged in offering, offering to purchase, purchasing, or selling securities in this state, directly or indirectly, to employ or associate with an individual to engage in an activity related to securities transactions in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with a broker-dealer, an issuer, an investment adviser, or a federal covered investment adviser by an order of the secretary of state under this act, the securities and exchange commission, or a self-regulatory organization. A broker-dealer or issuer does not violate this subsection if the broker-dealer or issuer did not know and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from a broker-dealer or issuer and for good cause, an order under this act may modify or waive, in whole or in part, the application of the prohibitions of this subsection to the broker-dealer. (d) A rule adopted or order issued under this act may permit: (i) A broker-dealer that is registered in Canada or other foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by: (A) An individual from Canada or other foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States; (B) An individual from Canada or other foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or (C) An individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction. (ii) An agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in paragraph (i) of this subsection.

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17-4-402. Agent registration requirement and exemptions.

(a) It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection (b) of this section. (b) The following individuals are exempt from the registration requirement of subsection (a) of this section: (i) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in section 15(h)(2) of the Securities Exchange Act of 1934 (15 U.S.C. § 78(o)(2)); (ii) An individual who represents a broker-dealer that is exempt under W.S. 17-4-401(b) or (d); (iii) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities; (iv) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by W.S. 17-4-202, other than W.S. 17-4-202(a)(xi) and (xiv); (v) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(3) or 77r(b)(4)(D)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities; (vi) An individual who represents a broker-dealer registered in this state under W.S. 17-4-401(a) or exempt from registration under W.S. 17-4-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting for the account of others pursuant to discretionary authority in a signed record; (vii) An individual who represents an issuer in connection with the purchase of the issuer's own securities; (viii) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or (ix) Any other individual exempted by rule adopted or order issued under this act. (c) The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this act or an issuer that is offering, selling, or purchasing its securities in this state. (d) It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) of this section or exempt from registration under subsection (b) of this section.

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17-4-403. Investment adviser registration requirement.

(a) It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection (b) of this section. (b) The following persons are exempt from the registration requirement of subsection (a) of this section: (i) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are: (A) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or (D) Any other client exempted by rule adopted or order issued under this act. (ii) A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under paragraph (i) of this subsection; or (iii) Any other person exempted by rule adopted or order issued under this act. (c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this act, the securities and exchange commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the secretary of state, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser. (d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this act as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under W.S. 17-4-404(a) or is exempt from registration under W.S. 17-4-404(b).

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17-4-404. Investment adviser representative registration requirement and exemptions.

(a) It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this act as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b) of this section. (b) The following individuals are exempt from the registration requirement of subsection (a) of this section: (i) An individual who is employed by or associated with an investment adviser that is exempt from registration under W.S. 17-4-403(b) or a federal covered investment adviser that is excluded from the notice filing requirements of W.S. 17-4-405; and (ii) Any other individual exempted by rule adopted or order issued under this act. (c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this act or a federal covered investment adviser that has made or is required to make a notice filing under W.S. 17-4-405. (d) An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or order issued under this act prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser. (e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this act, the securities and exchange commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the secretary of state, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser. (f) An investment adviser registered under this act, a federal covered investment adviser that has filed a notice under W.S. 17-4-405, or a broker-dealer registered under this act is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this act, a federal covered investment adviser who has filed a notice under W.S. 17-4-405, or a broker-dealer registered under this act with which the individual is employed or associated as an investment adviser representative.

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17-4-405. Federal covered investment adviser notice filing requirement.

(a) Except with respect to a federal covered investment adviser described in subsection (b) of this section, it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c) of this section. (b) The following federal covered investment advisers are not required to comply with subsection (c) of this section: (i) A federal covered investment adviser without a place of business in this state if its only clients in this state are: (A) Federal covered investment advisers, investment advisers registered under this act, and broker-dealers registered under this act; (B) Institutional investors; (C) Bona fide preexisting clients whose principal places of residence are not in this state; or (D) Other clients specified by rule adopted or order issued under this act. (ii) A federal covered investment adviser without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under paragraph (i) of this subsection; and (iii) Any other person excluded by rule adopted or order issued under this act. (c) A person acting as a federal covered investment adviser, not excluded under subsection (b) of this section, shall file a notice, a consent to service of process complying with W.S. 17-4-611, and such records as have been filed with the securities and exchange commission under the Investment Advisers Act of 1940 required by rule adopted or order issued under this act and pay the fees specified in W.S. 17-4-410(e). (d) The notice under subsection (c) of this section becomes effective upon its filing.

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17-4-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with W.S. 17-4-611, and paying the fee specified in W.S. 17-4-410 and any reasonable fees charged by the designee of the secretary of state for processing the filing. The application must contain: (i) The information or record required for the filing of a uniform application; and (ii) Upon request by the secretary of state, any other financial or other information or record that the secretary of state determines is appropriate. (b) If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment. (c) If an order is not in effect and a proceeding is not pending under W.S. 17-4-412, registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this act may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application. (d) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under W.S. 17-4-412, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this act, by paying the fee specified in W.S. 17-4-410, and by paying costs charged by the designee of the secretary of state for processing the filings. (e) A rule adopted or order issued under this act may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this act may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.

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17-4-407. Succession and change in registration of broker-dealer or investment adviser.

(a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to W.S. 17-4-401 or 17-4-403 or a notice pursuant to W.S. 17-4-405 for the unexpired portion of the current registration or notice filing. (b) A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this act. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this act shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five (45) days after filing its amendment to effect succession. (c) A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant. (d) A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this act.

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17-4-408. Termination of employment or association of

agent and investment adviser representative and transfer of employment or association. (a) If an agent registered under this act terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so. (b) If an agent registered under this act terminates employment by or association with a broker-dealer registered under this act and begins employment by or association with another broker-dealer registered under this act; or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser registered under this act or a federal covered investment adviser that has filed a notice under W.S. 17-4-405 and begins employment by or association with another investment adviser registered under this act or a federal covered investment adviser that has filed a notice under W.S. 17-4-405; then upon the filing by or on behalf of the registrant, within thirty (30) days after the termination, of an application for registration that complies with the requirement of W.S. 17-4-406(a) and payment of the filing fee required under W.S. 17-4-410, the registration of the agent or investment adviser representative is: (i) Immediately effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve (12) months; or (ii) Temporarily effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve (12) months. (c) The secretary of state may withdraw a temporary registration if there are or were grounds for discipline as specified in W.S. 17-4-412 and the secretary of state does so within thirty (30) days after the filing of the application. If the secretary of state does not withdraw the temporary registration within the thirty (30) day period, registration becomes automatically effective on the thirty-first day after filing. (d) The secretary of state may prevent the effectiveness of a transfer of an agent or investment adviser representative under paragraph (b)(i) or (ii) of this section based on the public interest and the protection of investors. (e) If the secretary of state determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this act may require the registration be cancelled or terminated or the application denied. The secretary of state may reinstate a cancelled or terminated registration, with or without hearing, and may make the registration retroactive.

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17-4-409. Withdrawal of registration of broker-dealer,

agent, investment adviser, and investment adviser representative. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this act unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this act. The secretary of state may institute a revocation or suspension proceeding under W.S. 17-4-412 within one (1) year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

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17-4-410. Filing fees.

(a) A person shall pay a fee of two hundred fifty dollars ($250.00) when initially filing an application for registration as a broker-dealer and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee. (b) The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an agent, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an agent, and a fee of forty-five dollars ($45.00) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee. (c) A person shall pay a fee of two hundred fifty dollars ($250.00) when filing an application for registration as an investment adviser and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee. (d) The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an investment adviser representative, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an investment adviser representative, and a fee of forty-five dollars ($45.00) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee. (e) A federal covered investment adviser required to file a notice under W.S. 17-4-405 shall pay an initial fee of two hundred fifty dollars ($250.00) and an annual notice fee of two hundred fifty dollars ($250.00). (f) A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this act. (g) An investment adviser representative who is registered as an agent under W.S. 17-4-402 and who represents a person that is both registered as a broker-dealer under W.S. 17-4-401 and registered as an investment adviser under W.S. 17-4-403 or required as a federal covered investment adviser to make a notice filing under W.S. 17-4-405 is not required to pay an initial or annual registration fee for registration as an investment adviser representative.

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17-4-411. Post registration requirements.

(a) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this act may establish minimum financial requirements for broker-dealers registered or required to be registered under this act and investment advisers registered or required to be registered under this act. (b) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall file such financial reports as are required by a rule adopted or order issued under this act. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment. (c) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22): (i) A broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this act; (ii) Broker-dealer records required to be maintained under paragraph (i) of this subsection may be maintained in any form of data storage acceptable under section 17(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78q(a)) if they are readily accessible to the secretary of state; and (iii) Investment adviser records required to be maintained under paragraph (i) of this subsection may be maintained in any form of data storage required by rule adopted or order issued under this act. (d) The records of a broker-dealer registered or required to be registered under this act and of an investment adviser registered or required to be registered under this act are subject to such reasonable periodic, special, or other audits or inspections by a representative of the secretary of state, within or without this state, as the secretary of state considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The secretary of state may copy, and remove for audit or inspection copies of, all records the secretary of state reasonably considers necessary or appropriate to conduct the audit or inspection. The secretary of state may assess a reasonable charge for conducting an audit or inspection under this subsection. (e) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), a rule adopted or order issued under this act may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount as set by rule. The secretary of state may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this act whose net capital exceeds, or of an investment adviser registered under this act whose minimum financial requirements exceed, the amounts required by rule or order under this act. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in W.S. 17-4-509(k)(ii). (f) Subject to section 15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h)) or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. § 80b-22), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this act may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client. (g) With respect to an investment adviser registered or required to be registered under this act, a rule adopted or order issued under this act may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients. (h) A rule adopted or order issued under this act may require an individual registered under W.S. 17-4-402 or 17-4-404 to participate in a continuing education program approved by the securities and exchange commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this act may require continuing education for an individual registered under W.S. 17-4-404.

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17-4-412. Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration.

(a) If the secretary of state finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this act may deny an application, or may condition or limit registration of an applicant to be a broker-dealer, agent, investment adviser, or investment adviser representative, and, if the applicant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. (b) If the secretary of state finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this act may revoke, suspend, condition, or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. However, the secretary of state may not: (i) Institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the secretary of state or a designee of the secretary of state more than one (1) year after the date of the order on which it is based; or (ii) Under subparagraph (d)(v)(A) or (B) of this section, issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state. (c) If the secretary of state finds that the order is in the public interest and paragraph (d)(i) through (vi), (viii), (ix), (x), or (xii) and (xiii) of this section authorizes the action, an order under this act may censure, impose a bar or impose a civil penalty in an amount not to exceed a maximum of five thousand dollars ($5,000.00) for a single violation or fifty thousand dollars ($50,000.00) for more than one (1) violation, on a registrant, and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. (d) A person may be disciplined under subsections (a) through (c) of this section if the person: (i) Has filed an application for registration in this state under this act or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact; (ii) Willfully violated or willfully failed to comply with this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous ten (10) years; (iii) Has been convicted of a felony that relates to practice in securities and investing or to the ability to practice as a broker-dealer, agent, investment adviser, or investment adviser representative, as identified in rule by the secretary of state consistent with W.S. 33-1-304, or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance; (iv) Is enjoined or restrained by a court of competent jurisdiction in an action instituted by the secretary of state under this act or the predecessor act, a state, the securities and exchange commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance; (v) Is the subject of an order, issued after notice and opportunity for hearing by: (A) The securities, depository institution, insurance, or other financial services regulator of a state or by the securities and exchange commission or other federal agency denying, revoking, barring, or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative; (B) The securities regulator of a state or the securities and exchange commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser; (C) The securities and exchange commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization; (D) A court adjudicating a United States postal service fraud order; (E) The insurance regulator of a state denying, suspending, or revoking registration as an insurance agent; or (F) A depository institution regulator suspending or barring the person from the depository institution business. (vi) Is the subject of an adjudication or determination, after notice and opportunity for hearing, by the securities and exchange commission, the commodity futures trading commission; the federal trade commission; a federal depository institution regulator, or a depository institution, insurance, or other financial services regulator of a state that the person willfully violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or the Commodity Exchange Act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking, or finance is regulated; (vii) Is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the secretary of state may not enter an order against an applicant or registrant under this paragraph without a finding of insolvency as to the applicant or registrant; (viii) Refuses to allow or otherwise impedes the secretary of state from conducting an audit or inspection under W.S. 17-4-411(d) or refuses access to a registrant's office to conduct an audit or inspection under W.S. 17-4-411(d); (ix) Has failed to reasonably supervise an agent, investment adviser representative, or other individual, if the agent, investment adviser representative, or other individual was subject to the person's supervision and committed a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous ten (10) years; (x) Has not paid the proper filing fee within thirty (30) days after having been notified by the secretary of state of a deficiency, but the secretary of state shall vacate an order under this paragraph when the deficiency is corrected; (xi) After notice and opportunity for a hearing, has been found within the previous ten (10) years: (A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking, or finance is regulated; (B) To have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking, or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative, or similar person; or (C) To have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction. (xii) Is the subject of a cease and desist order issued by the securities and exchange commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state; (xiii) Has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous ten (10) years; or (xiv) Is not qualified on the basis of factors such as training, experience, and knowledge of the securities business. However, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph if the individual has successfully completed all examinations required by subsection (e) of this section. The secretary of state may require an applicant for registration under W.S. 17-4-402 or 17-4-404 who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination. (e) A rule adopted or order issued under this act may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this act may waive, in whole or in part, an examination as to an individual and a rule adopted under this act may waive, in whole or in part, an examination as to a class of individuals if the secretary of state determines that the examination is not necessary or appropriate in the public interest and for the protection of investors. (f) The secretary of state may suspend or deny an application summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the secretary of state shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the secretary of state within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination. (g) An order issued may not be issued under this section, except under subsection (f) of this section, without: (i) Appropriate notice to the applicant or registrant; (ii) Opportunity for hearing; and (iii) Findings of fact and conclusions of law in a record in accordance with the Wyoming Administrative Procedure Act. (h) A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the secretary of state under subsections (a) through (c) of this section to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section. (j) The secretary of state may not institute a proceeding under subsection (a), (b), or (c) of this section based solely on material facts actually known by the secretary of state unless an investigation or the proceeding is instituted within one (1) year after the secretary of state actually acquires knowledge of the material facts.

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17-4-501. General fraud.

(a) It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: (i) To employ a device, scheme, or artifice to defraud; (ii) To make an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (iii) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.

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17-4-502. Prohibited conduct in providing investment advice.

(a) It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities: (i) To employ a device, scheme, or artifice to defraud another person; or (ii) To engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person. (b) A rule adopted under this act may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative. (c) A rule adopted under this act may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.

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17-4-503. Evidentiary burden.

(a) In a civil action or administrative proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. (b) In a criminal proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.

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