10 Pa. Code § 203.184

Current through Register Vol. 54, No. 39, September 28, 2024

Section 203.184 - Offers and sales to principals

(a) Under the authority contained in section 203(r) of the act (70 P.S. § 1-203(r)), the Department finds that it is not in the public interest or necessary for the protection of investors to require the registration under section 201 of the act (70 P.S. § 1-201) of securities offered and sold by an issuer to:

(1) A principal.

(2) A corporation, the outstanding voting stock of which is beneficially owned by one or more principals.

(3) A general partnership or a limited partnership, the interest in which is beneficially owned by one or more principals.

(4) A trust, the trustees of which are principals.

(5) Any other person, the interest in which is beneficially owned by one or more principals.

(b) The exemption set forth in this section does not apply to any offer or sale to a person who has been appointed or elected a principal primarily to obtain the exemption or to an offer or sale to a relative of this person.

(c) A person who is appointed or elected a principal in good faith for a purpose other than to obtain the exemption set forth in this section to whom, or to whose relative, securities are sold without registration following the designation or election in reliance on the exemption set forth in this section will not be considered to have been designated or elected a principal primarily to obtain the exemption set forth in this section.

10 Pa. Code § 203.184

The provisions of this §203.184 adopted June 8, 1979, effective 6/9/1979, 9 Pa.B. 1807; amended September 25, 1992, effective 9/26/1992, 22 Pa.B. 4778; amended December 30, 1999, effective 1/1/2000, 30 Pa.B. 18; transferred and renumbered from 64 Pa. Code § 203.184, December 14, 2012, effective 12/15/2012, 42 Pa.B. 7533; amended January 12, 2018, effective 1/13/2018, 48 Pa.B. 389.

The provisions of this §203.184 amended under sections 202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. §§ 1-202(g) and (i), 1-203(d), (i.1), (j) and (n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).

This section cited in 10 Pa. Code §102.121 (relating to definitions).