Quick Answer
The Uniform Securities Act is the model blue-sky law each state adopts. Sell-side jurisdiction follows an offer to sell made in the state, or an offer to buy made and accepted there. Buyers face a mirrored, narrower test. Antifraud covers every offer, sale, and purchase, with no exemptions.
The whole unit on one sheet: what the Act is, how far a state's reach extends, and the one provision nothing escapes.
What Is the Uniform Securities Act?
- The Uniform Securities Act (USA) of 1956, as amended by NASAA, is a model state law that states adopt, with modifications, to regulate securities transactions, professionals, and offerings.
- The exam tests the 1956 Act as amended, not the 2002 version.
When Does a State Have Jurisdiction?
- A "state" is any state, any U.S. territory or possession, the District of Columbia, and Puerto Rico. A foreign country is never a state.
- Against a seller, either prong is enough: an offer to sell is made in the state, OR an offer to buy is made and accepted in the state.
- Against a buyer, an offer to buy is made in the state, OR an offer to sell is made and accepted there. This reaches antifraud, person registration, and unlawful representations, not securities registration or the Act's seller civil liability.
- An offer is made in the state when it originates there OR is directed to and received there. Neither party need be physically present.
- A call from State A to a prospect in State B is made in both, so both may act on the same transaction.
- Investment advisers face a broader standard: any act instrumental in effecting prohibited conduct done in the state triggers jurisdiction, but only for the advisory antifraud, registration, and unlawful-representation rules.
What Does the Antifraud Provision Cover?
- It bars any device to defraud, any untrue statement or omission of a material fact, and any act operating as a fraud or deceit, in connection with the offer, sale, OR purchase of any security.
- It has NO exemptions. Exempt securities and exempt transactions are still fully subject to it.
Which Numbers Must You Lock In?
| Item | Value |
|---|---|
| Jurisdiction prongs against a seller | 2 (either is sufficient) |
Which Gotchas Are Tested Most?
- No exemption shields fraud. A government bond may be exempt from registration, but selling it fraudulently still violates the antifraud provision.
- Multiple states can reach one transaction. The originating state and the receiving state both have jurisdiction.
- The two-thirds rule applies only to publications published IN the state. Sixty percent circulating outside is less than two-thirds, so the exclusion does not apply.
- Media exclusions cover only the qualifying publication or broadcast itself, never a follow-up contact directed into the state.
One-Breath Recap
The Uniform Securities Act of 1956 as amended by NASAA is the model blue-sky law. An offer to sell made in a state, or an offer to buy made and accepted there, triggers sell-side jurisdiction. The buyer's test reverses the offer types and reaches fewer provisions. Both states can reach one transaction. Antifraud covers every offer, sale, and purchase, with no exemptions.
Need more than the recap? Read the full State Enforcement and Antifraud Authority unit.