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HOUSE BILL NO. 6191
A bill to amend 2008 PA 551, entitled
"Uniform securities act (2002),"
by amending sections 401 and 402 (MCL 451.2401 and 451.2402),
section 401 as amended by 2014 PA 355.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 401. (1) A person shall not transact business in this 1
state as a broker-dealer unless the person is registered under this 2
act as a broker-dealer or is exempt from registration as a broker-3
dealer under subsection (2) or (4). 4
July 03, 2026, Introduced by Reps. Frisbie, Tisdel, Alexander and Kuhn and referred to Committee
on Finance.
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(2) The following persons are exempt from the registration 1
requirement of subsection (1): 2
(a) A broker-dealer if the broker-dealer does not have a place 3
of business in this state and if the broker-dealer's only 4
transactions effected in this state are with any of the following: 5
(i) The issuer of the securities involved in the transactions. 6
(ii) A broker-dealer registered as a broker-dealer under this 7
act or not required to be registered as a broker-dealer under this 8
act. 9
(iii) An institutional investor. 10
(iv) A nonaffiliated federal covered investment adviser with 11
investments under management in excess of $100,000,000.00 acting 12
for the account of others pursuant to under discretionary authority 13
in a signed record. 14
(v) A bona fide preexisting customer whose principal place of 15
residence is not in this state and the broker-dealer is registered 16
as a broker-dealer under the securities exchange act of 1934 or not 17
required to be registered under the securities exchange act of 1934 18
and is registered under the securities act of the state in which 19
the customer maintains a principal place of residence. 20
(vi) A bona fide preexisting customer whose principal place of 21
residence is in this state but who was not present in this state 22
when the customer relationship was established, if both of the 23
following are met: 24
(A) The broker-dealer is registered under the securities 25
exchange act of 1934 or not required to be registered under the 26
securities exchange act of 1934 and is registered under the 27
securities laws of the state in which the customer relationship was 28
established and where the customer had maintained a principal place 29
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of residence. 1
(B) Within Not later than 45 days after the customer's first 2
transaction in this state, the person files an application for 3
registration as a broker-dealer in this state and a further 4
transaction is not effected more than 75 days after the date on 5
which the application is filed, or, if earlier, the date on which 6
the administrator notifies the person that the administrator has 7
denied the application for registration or has stayed the pendency 8
of the application for good cause. 9
(vii) Not more than 3 customers in this state during the 10
previous 12 months, in addition to those specified in subparagraphs 11
(i) to (vi) and under subparagraph (viii), if the broker-dealer is 12
registered under the securities exchange act of 1934 or not 13
required to be registered under the securities exchange act of 1934 14
and is registered under the securities act of the state in which 15
the broker-dealer has its principal place of business. 16
(viii) Any other person exempted by rule or order under this 17
act. 18
(b) A person that deals solely in United States government 19
securities and is supervised as a dealer in government securities 20
by the board of governors of the federal reserve system, the 21
comptroller of the currency, the federal deposit insurance 22
corporation, or the office of thrift supervision.Board of Governors 23
of the Federal Reserve System, the Office of the Comptroller of the 24
Currency, the Federal Deposit Insurance Corporation, or the Office 25
of Thrift Supervision. 26
(c) A For 6 months after the effective date of the residential 27
mortgage licensing and supervision act, a person licensed or 28
registered as a mortgage broker, mortgage lender, or mortgage 29
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servicer under the mortgage brokers, lenders, and servicers 1
licensing act, 1987 PA 173, MCL 445.1651 to 445.1684, in the offer 2
or sale of mortgage loans as defined in section 1a of the mortgage 3
brokers, lenders, and servicers licensing act, 1987 PA 173, MCL 4
445.1651a. 5
(d) Beginning on the effective date of the residential 6
mortgage licensing and supervision act, a person licensed as a 7
mortgage broker, mortgage lender, or mortgage servicer under the 8
residential mortgage licensing and supervision act, in the offer or 9
sale of residential mortgage loans as that term is defined in 10
section 6 of the residential mortgage licensing and supervision 11
act. 12
(e) (d) A person that is registered as a Michigan investment 13
market under article 4A and that deals in securities solely in its 14
capacity as a Michigan investment market. 15
(3) A broker-dealer, or an issuer engaged in offering, 16
offering to purchase, purchasing, or selling securities in this 17
state, shall not directly or indirectly employ or associate with an 18
individual to engage in an activity related to securities 19
transactions in this state if the registration of the individual is 20
suspended or revoked or the individual is barred from employment or 21
association with a broker-dealer, an issuer, an investment adviser, 22
or a federal covered investment adviser by an order of the 23
administrator under this act, the securities and exchange 24
commission, a securities regulator of another state, or a self-25
regulatory organization. A broker-dealer or issuer does not violate 26
this subsection if the broker-dealer or issuer did not know and in 27
the exercise of reasonable care could not have known of the 28
suspension, revocation, or bar. If requested by a broker-dealer or 29
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issuer and if good cause is shown, an order under this act may 1
modify or waive, in whole or in part, the application of the 2
prohibitions of this subsection. 3
(4) A rule or order under this act may permit any of the 4
following: 5
(a) A broker-dealer that is registered in Canada or other 6
foreign jurisdiction and that does not have a place of business in 7
this state to effect transactions in securities with or for, or 8
attempt to effect the purchase or sale of any securities by, any of 9
the following: 10
(i) An individual from Canada or other foreign jurisdiction who 11
is temporarily present in this state and with whom the broker-12
dealer had a bona fide customer relationship before the individual 13
entered the United States. 14
(ii) An individual from Canada or other foreign jurisdiction 15
who is present in this state and whose transactions are in a self-16
directed tax advantaged retirement plan of which the individual is 17
the holder or contributor in that foreign jurisdiction. 18
(iii) An individual who is present in this state, with whom the 19
broker-dealer customer relationship arose while the individual was 20
temporarily or permanently resident in Canada or the other foreign 21
jurisdiction. 22
(b) An agent who represents a broker-dealer that is exempt 23
under this subsection to effect transactions in securities or 24
attempt to effect the purchase or sale of any securities in this 25
state as permitted for a broker-dealer described in subdivision 26
(a). 27
Sec. 402. (1) An individual shall not transact business in 28
this state as an agent unless the individual is registered under 29
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this act as an agent or is exempt from registration as an agent 1
under subsection (2). 2
(2) Each of the following individuals is exempt from the 3
registration requirement of subsection (1): 4
(a) An individual who represents a broker-dealer in effecting 5
transactions in this state limited to those described in section 6
15(h)(2) of the securities exchange act of 1934, 15 USC 78o. 7
(b) An individual who represents a broker-dealer that is 8
exempt under section 401(2) or (4). 9
(c) An individual who represents an issuer with respect to an 10
offer or sale of the issuer's own securities or those of the 11
issuer's parent or any of the issuer's subsidiaries, and who is not 12
compensated in connection with the individual's participation by 13
the payment of commissions or other remuneration based, directly or 14
indirectly, on transactions in those securities. 15
(d) An individual who represents an issuer and who effects 16
transactions in the issuer's securities exempted by section 202, 17
other than section 202(1)(k) or (n). 18
(e) An individual who represents an issuer who effects 19
transactions solely in federal covered securities of the issuer, 20
but an individual who effects transactions in a federal covered 21
security under section 18(b)(3) or 18(b)(4)(D) (4)(D) of the 22
securities act of 1933, 15 USC 77r, is not exempt if the individual 23
is compensated in connection with the agent's participation by the 24
payment of commissions or other remuneration based, directly or 25
indirectly, on transactions in those securities. 26
(f) An individual who represents a broker-dealer registered in 27
this state under section 401(1) or exempt from registration under 28
section 401(2) in the offer and sale of securities for an account 29
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of a nonaffiliated federal covered investment adviser with 1
investments under management in excess of $100,000,000.00 acting 2
for the account of others pursuant to under discretionary authority 3
in a signed record. 4
(g) An individual who represents an issuer in connection with 5
the purchase of the issuer's own securities. 6
(h) An individual who represents an issuer and who restricts 7
participation to performing clerical or ministerial acts. 8
(i) An For 6 months after the effective date of the 9
residential mortgage licensing and supervision act, an employee of 10
a person licensed or registered under the mortgage brokers, 11
lenders, and servicers licensing act, 1987 PA 173, MCL 445.1651 to 12
445.1684, in the offer or sale of mortgage loans, as that term is 13
defined in section 1a of the mortgage brokers, lenders, and 14
servicers licensing act, 1987 PA 173, MCL 445.1651a, when acting as 15
an employee of the licensed or registered person. 16
(j) Beginning on the effective date of the residential 17
mortgage licensing and supervision act, an employee of a person 18
licensed as a mortgage broker, mortgage lender, or mortgage 19
servicer under the residential mortgage licensing and supervision 20
act, in the offer or sale of residential mortgage loans, as that 21
term is defined in section 6 of the residential mortgage licensing 22
and supervision act, when acting as an employee of the licensee. 23
(k) (j) Any other individual exempted by rule or order under 24
this act. 25
(3) The registration of an agent is effective only while the 26
agent is employed by or associated with a broker-dealer registered 27
under this act or an issuer that is offering, selling, or 28
purchasing its securities in this state. 29
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(4) A broker-dealer, or an issuer engaged in offering, 1
selling, or purchasing securities in this state, shall not employ 2
or associate with an agent who transacts business in this state on 3
behalf of broker-dealers or issuers unless the agent is registered 4
under subsection (1) or exempt from registration under subsection 5
(2). 6
(5) An individual shall not act as an agent for more than 1 7
broker-dealer or more than 1 issuer at a time, unless the broker-8
dealers or the issuers for which the agent acts are affiliated by 9
direct or indirect common control or are authorized by rule or 10
order under this act. 11
Enacting section 1. This amendatory act does not take effect 12
unless House Bill No. 6177 (request no. H05171'25) of the 103rd 13
Legislature is enacted into law. 14