Section 47-91 - DefinitionsAs used in this chapter unless the context otherwise requires:
(a) "Real estate syndicate" means any general or limited partnership, joint venture, unincorporated association, or similar organization, but not a corporation, owned beneficially for not less than eighteen persons and formed for the sole purpose of, and engaged solely in, investment in or gain from an interest in real property, including, but not limited to, a sale, exchange, trade or development. An interest held by a husband and wife shall be considered held by one person.(b) "Interest in real property" includes any estate or interest in unimproved land, agricultural land, or land improved with a residential, commercial, industrial or other structure, including profits, rents or other incidental income.(c) "Real estate syndicate security" means any interest in a real estate syndicate.(d)(1) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of a real estate syndicate security for value and any exchange of a real estate syndicate security or any substantial change in the rights, preferences, privileges or restrictions of or on outstanding certificates of interest. (2) "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a real estate syndicate security for value. (3) Any real estate syndicate security given or delivered with, or as a bonus on account of, any purchase or loan or other thing constitutes a part of the subject of the purchase and is considered to have been offered and sold for value. (4) The terms defined in this section do not include (i) any bona fide secured transaction in or loan secured by outstanding certificates of interest or (ii) any act incident to a judicially approved arrangement or reorganization in which certificates of interest are issued in exchange for one or more certificates of interest, claims or property interests or partly in such exchange and partly for cash.(e) "Commission" means the Real Estate Commission.(f) "Permit" means a permit to sell real estate syndicate securities.(g) "Advertisement" means any written or printed communication or any communication by means of recorded telephone messages or spoken on radio, television or similar communications media, published in connection with the offer or sale of a real estate syndicate security.(h) "Issuer" means any person who issues or proposes to issue any real estate syndicate security. The term "issuer" means the person or persons performing the acts and assuming the duties of a manager pursuant to the provisions of the agreement or instrument under which the real estate syndicate security is issued and the person or persons in active control of the real estate syndicate who sell such interests or participations. The determination of the person or persons in active control shall be made on the basis of the actual relationship of the parties and not on the basis of the legal designation of a person's interest.