Current through P.A. Acts 2022-54
Section 1-202 - Exempt securities
The following securities are exempted from sections 201 and 211:(a) Any security issued or guaranteed by the United States, any state or Canadian Province, any political subdivision of a state or Canadian Province, foreign government with which the United States currently maintains diplomatic relations, or any agency or corporate or other instrumentality of any of the foregoing, or any certificate of deposit for any of the foregoing, provided that if the issuer or guarantor is a foreign government other than Canada or an instrumentality of a foreign government other than Canada, such security or certificate of deposit therefor is recognized as a valid obligation by the issuer or guarantor thereof or its or their successors.(b) Any security issued or guaranteed by any bank .(b.1) Any security issued or guaranteed by a railroad, other common carrier, public utility or public utility holding company that is: (i) regulated in respect to its rates and charges by the United States or any state; (ii) regulated in respect to the issuance or guarantee of the security to be issued in reliance on this section by the United States, any state, Canada or any Canadian province or territory; or (iii) a public utility holding company registered under the Public Utility Holding Company Act of 2005 or a subsidiary of such a registered holding company within the meaning of that statute.(c) Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within nine months of the date after issuance, exclusive of days of grace, or any renewal of such paper which is likewise limited, or any guarantee of such paper or of any such renewal, except where such paper is proposed to be sold or offered to the public in units of less than five thousand dollars ($5,000) to any single person.(d) Any security issued or guaranteed by any Federal credit union or any credit union, industrial loan association or other similar association organized and supervised under the laws of this State.(e) Any security (except evidences of indebtedness, whether interest bearing or not) of an issuer (i) organized exclusively for educational, benevolent, fraternal, religious, charitable, social, athletic or reformatory purposes and not for pecuniary profit, if no part of the net earnings of the issuer inures to the benefit of any private shareholder or individual, or (ii) organized as a chamber of commerce or trade or professional association. The fact that amounts received from memberships, or dues, or both will or may be used to construct or otherwise acquire facilities for use by members of the nonprofit organization does not disqualify the organization from this exemption. This exemption shall not apply to the securities of any nonprofit organization if any promoter thereof expects or intends to make a profit directly or indirectly from any business or activity associated with the organization or operation of such nonprofit organization.(f) Any security listed, or approved for listing upon notice of issuance, on a national securities exchange described in section 18(b)(1) of the Securities Act of 1933 (48 Stat. 74, 15 U.S.C. § 77r(b)(1); any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so listed or approved ; and any warrant or right to purchase or subscribe to any of the foregoing.(g) Any security issued in connection with an employe's stock option, purchase, savings, pension, profit-sharing or similar benefit plan.(h) Any security of a registered broker-dealer issued to its officers, partners or employes, subject to such regulations as the department may establish.(i) Any security as to which the department by regulation or order finds that registration is not necessary or appropriate for the protection of investors.(j) Any membership interest in a limited liability company that renders one or more professional services. As used in this subsection, the term "professional services" shall have the meaning set forth in 15 Pa.C.S. § 2902 (relating to definitions).Amended by P.L. 678 2014 No. 52, § 2, eff. 8/9/2014.1972, Dec. 5, P.L. 1280, No. 284, § 202, effective Jan. 1, 1973. Amended 1984, May 9, P.L. 235, No. 52, § 1; 1990, Dec. 18, P.L. 755, No. 190, § 2, effective in 60 days; 1994, Dec. 7, P.L. 869, No. 126, § 2, effective in 90 days; 1998, Nov. 24, P.L. 829, No. 109, § 4, effective in 60 days; 2002, July 4, P.L. 721, No. 108, § 2, effective in 60 days.