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STATE OF MAINE
_____
IN THE YEAR OF OUR LORD
TWO THOUSAND TWENTY-SIX
_____
S.P. 846 - L.D. 2060
An Act to Make Technical Changes to the Maine Uniform Securities Act and
to Clarify the Securities Administrator's Authority to Grant Licensing
Exemptions for Broker-Dealers
Emergency preamble. Whereas, acts and resolves of the Legislature do not
become effective until 90 days after adjournment unless enacted as emergencies; and
Whereas, this legislation makes technical changes to the Maine Uniform Securities
Act to ensure its provisions are accurate and consistent; and
Whereas, this legislation also clarifies the scope of the authority of the Securities
Administrator in the Department of Professional and Financial Regulation, Office of
Securities to grant licensing exemptions to all broker-dealers wherever they are located;
and
Whereas, immediate enactment of this legislation is necessary to provide clear
authority for the administration and enforcement of the Maine Uniform Securities Act; and
Whereas, in the judgment of the Legislature, these facts create an emergency within
the meaning of the Constitution of Maine and require the following legislation as
immediately necessary for the preservation of the public peace, health and safety; now,
therefore,
Be it enacted by the People of the State of Maine as follows:
Sec. 1. 32 MRSA §16202, sub-§26, as amended by PL 2019, c. 252, Pt. A, §1, is
further amended to read:
26. Nonpublic offerings under 4(2) Section 4(a)(2). A security offered in a
nonpublic offering under Section 4(2) 4(a)(2) of the federal Securities Act of 1933, 15
United States Code, Section 77d(2) 77d(a)(2) if, no later than 15 days after the first sale in
this State, a notice on "Form D," as promulgated by the Securities and Exchange
Commission, is filed with the administrator together with a consent to service of process
complying with section 16611, signed by the issuer, and the payment of a nonrefundable
filing fee of $300 for each type or class of security sold. If the Form D includes a consent
to service of process, a separate document need not be filed for this purpose, and if the
consent to service of process on the Form D is executed in a manner accepted by the
APPROVED
APRIL 3, 2026
BY GOVERNOR
CHAPTER
602
PUBLIC LAW
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Securities and Exchange Commission, it is deemed to comply with the requirement in this
section and section 16611, subsection 1 that the consent be signed. An additional
nonrefundable late filing fee of $500 must be paid for a filing made 16 or more days after
the first sale in this State.
Sec. 2. 32 MRSA §16401, sub-§2, as enacted by PL 2005, c. 65, Pt. A, §2, is
amended to read:
2. Exemptions from licensing. The following persons are exempt from the licensing
requirement of subsection 1:
A. A broker-dealer without a place of business in this State if its only transactions
effected in this State are with:
(1) The issuer of the securities involved in the transactions;
(2) A broker-dealer licensed as a broker-dealer under this chapter or not required
to be licensed as a broker-dealer under this chapter, except when the person is
acting as a clearing broker-dealer;
(3) An institutional investor;
(4) A nonaffiliated federal covered investment adviser with investments under
management in excess of $100,000,000 acting for the account of others pursuant
to discretionary authority in a signed record;
(5) 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 federal Securities
Exchange Act of 1934 or not required to be registered under the federal Securities
Exchange Act of 1934 and is registered or licensed under the securities act of the
state in which the customer maintains a principal place of residence; and
(6) 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:
(a) The broker-dealer is registered under the federal Securities Exchange Act
of 1934 or not required to be registered under the federal Securities Exchange
Act of 1934 and is registered or licensed 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
(b) Within 45 days after the customer's first transaction in this State, the person
files an application for licensing as a broker-dealer in this State and no further
transactions are effected until the license is effective. Any broker-dealer may
seek an order granting a temporary exemption under subparagraph (7)
paragraph C while the application is pending; and
(7) Any other person exempted by rule adopted or order issued under this chapter;
and
B. 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 Federal Deposit Insurance Corporation or the United States Department of
the Treasury, Office of Thrift Supervision or Comptroller of the Currency.; and
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C. Any other person exempted by rule adopted or order issued under this chapter.
Sec. 3. 32 MRSA §16606, sub-§1, as enacted by PL 2005, c. 65, Pt. A, §2, is
amended to read:
1. Public register of filings. Subject to state record-keeping requirements, the
administrator shall maintain, or designate a person to maintain, records or a register of:
applications for registration of securities; registration statements; notice filings;
applications for registration licensure of broker-dealers, agents, investment advisers and
investment adviser representatives; notice filings by federal covered investment advisers
that are or have been effective under this chapter or the predecessor act; notices of claims
of exemption from registration or notice filing requirements contained in a record; orders
issued under this chapter or the predecessor act; and interpretative opinions or no action
determinations issued under this chapter. Records may be maintained in computer or
microform format or any other form of data storage, as long as the records are readily
accessible.
Emergency clause. In view of the emergency cited in the preamble, this legislation
takes effect when approved.