C.R.S. Section 11-51-308
Exempt transactions


(1)

The following transactions are exempted from sections 11-51-301 and 11-51-305:

(a)

Any isolated nonissuer transaction, whether or not effected through a broker-dealer;

(b)

Any nonissuer distribution of an outstanding security:

(I)

If a recognized securities manual contains the name of the issuer, the names of the issuer’s officers and directors, a balance sheet of the issuer as of a date within the eighteen-month period immediately preceding the date of the distribution, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations;

(II)

If the security has a fixed maturity or a fixed interest or dividend provision and there has been no default by the issuer during the current fiscal year or within the three preceding fiscal years, or during the existence of the issuer and any predecessors if less than three years, in the payment of principal, interest, or dividend on any security of the issuer;

(III)

If any class of securities of the issuer is registered under section 12 of the federal “Securities Exchange Act of 1934”;

(IV)

If the issuer is an investment company registered under the federal “Investment Company Act of 1940”; or

(V)

If the issuer of the security has filed and maintained with the securities commissioner, for not less than ninety days next preceding the transaction, such information as the securities commissioner may specify by rule and has paid an exemption fee to be determined and collected as provided in section 11-51-707;

(c)

Any nonissuer transaction effected by or through a licensed broker-dealer pursuant to an unsolicited order or offer to buy, if either the confirmation of the transaction delivered to the customer clearly states that the transaction was unsolicited or the broker-dealer obtains a written acknowledgment signed by the customer that the transaction was unsolicited and a copy of the confirmation or the acknowledgment is preserved by the broker-dealer for such period as the securities commissioner may, by rule, require;

(d)

Any transaction between the issuer or other person on whose behalf the offering is made and an underwriter or among underwriters;

(e)

Any transaction in a bond or other evidence of indebtedness secured by a mortgage, security interest, or deed of trust or by an agreement for the sale of real estate or chattels, if the entire mortgage, security interest, deed of trust, or agreement together with all the bonds or other evidences of indebtedness secured thereby is offered and sold as a unit;

(f)

Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;

(g)

Any transaction executed by a bona fide pledgee without any purpose of evading the provisions of this article;

(h)

Any offer or sale to a financial or institutional investor or to a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity;

(i)

Any transaction not involving any public offering;

(j)

Any transaction pursuant to an offering of securities directed by the offeror to not more than twenty persons (other than those designated in paragraph (h) of this subsection (1)) in this state and sold to not more than ten buyers (other than those designated in paragraph (h) of this subsection (1)) in this state during any period of twelve consecutive months, whether or not the offeror or any of the offerees or buyers is then present in this state, if:

(I)

The seller reasonably believes that all the buyers in this state (other than those designated in paragraph (h) of this subsection (1)) are purchasing for investment; and

(II)

No commission or other remuneration is paid or given directly or indirectly for soliciting any prospective buyer in this state (other than those designated in paragraph (h) of this subsection (1)) except to a licensed broker-dealer or a licensed sales representative;

(k)

Any offer or sale of a preorganization certificate or subscription if no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective subscriber, if the number of subscribers does not exceed twenty-five, and if no payment is made by any subscriber;

(l)

Any transaction pursuant to an offer to existing security holders of the issuer, including persons who at the time of the transaction are holders of convertible securities, nontransferable warrants, or transferable warrants exercisable within not more than ninety days of their issuance, if no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this state except to a licensed or exempt broker-dealer;

(m)

A transaction involving an offer to sell, but not a sale, of a security if:

(I)

A registration or offering statement or similar document as required under the federal “Securities Act of 1933” has been filed with the securities and exchange commission, but is not effective;

(II)

A registration statement, if required, has been filed under section 11-51-303, but is not effective; and

(III)

No stop order of which the offeror is aware has been entered by the securities commissioner or the securities and exchange commission;

(n)

A transaction involving an offer to sell, but not a sale, of a security if:

(I)

A registration statement has been filed under section 11-51-304 but is not effective; and

(II)

No stop order of which the offeror is aware has been entered by the securities commissioner;

(o)

A transaction described in section 11-51-201 (13)(g); and

(p)

Any offer or sale of a security in compliance with an exemption from registration with the securities and exchange commission under section 3(b)(1) or 4(a)(2) of the federal “Securities Act of 1933”, as amended, 15 U.S.C. secs. 77c (b)(1) and 77d (a)(2), pursuant to regulations adopted in accordance with the federal act by the securities and exchange commission; except that an offer or sale of a security in compliance with an exemption from registration with the securities and exchange commission under regulation A, codified at 17 CFR 230.251 to 17 CFR 230.263 and adopted pursuant to section 3(b) of the federal “Securities Act of 1933”, as amended, is not exempted under this section. The issuer shall file with the securities commissioner a notification of exemption, in a form prescribed by the securities commissioner, and pay an exemption fee to be determined and collected pursuant to section 11-51-707.

Source: Section 11-51-308 — Exempt transactions, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-11.­pdf (accessed Oct. 20, 2023).

11‑51‑101
Short title and purpose
11‑51‑102
Scope of article
11‑51‑201
Definitions
11‑51‑201.5
Investment adviser registration depository - definition
11‑51‑202
References to federal statutes
11‑51‑301
Requirement for registration of securities
11‑51‑302
General registration provisions
11‑51‑303
Registration by coordination
11‑51‑304
Registration by qualification
11‑51‑304.5
Notice filing - investment companies
11‑51‑305
Filing of sales literature
11‑51‑306
Denial, suspension, or revocation of registration
11‑51‑307
Exempt securities
11‑51‑308
Exempt transactions
11‑51‑308.5
Crowdfunding - intrastate offering of securities - online intermediaries - rules - fees - short title - legislative declaration
11‑51‑308.7
Colorado digital token act - legislative declaration - exemptions - definitions - rules
11‑51‑309
Discretionary exemptions
11‑51‑310
Denial or revocation of exemptions
11‑51‑311
Coordination of exemptions
11‑51‑401
Licensing and notice filing requirements
11‑51‑402
Exempt broker-dealers, sales representatives - sanctions - exempt investment advisers and investment adviser representatives
11‑51‑403
Application for license - notice filing requirements
11‑51‑404
License and notice fees
11‑51‑405
Examinations and alternate qualifications
11‑51‑406
General provisions
11‑51‑407
Operating requirements
11‑51‑408
Licensing of successor firms
11‑51‑409
Access to records
11‑51‑409.5
Mandatory disclosure - investment advisers and investment adviser representatives
11‑51‑410
Denial, suspension, or revocation
11‑51‑411
Abandonment of license
11‑51‑412
Withdrawal
11‑51‑501
Fraud and other prohibited conduct
11‑51‑502
Misleading filings
11‑51‑503
Unlawful representation concerning a license, registration, or exemption
11‑51‑601
Investigations - subpoenas
11‑51‑602
Enforcement by injunction
11‑51‑603
Criminal penalties
11‑51‑603.5
Concurrent enforcement by attorney general - legislative declaration
11‑51‑604
Civil liabilities
11‑51‑605
Burden of proof
11‑51‑606
Conduct of proceedings - cease-and-desist orders - consent orders - summary orders - issued by securities commissioner - rules
11‑51‑607
Judicial review of orders
11‑51‑701
Division of securities - creation - powers and duties
11‑51‑702.5
Securities board - creation - duties - repeal
11‑51‑703
Administration of article
11‑51‑704
Rules, forms, and orders
11‑51‑705
Interpretive opinions
11‑51‑706
Consent to service of process
11‑51‑707
Collection of fees - division of securities cash fund created
11‑51‑708
Administrative files
11‑51‑801
Effective date of article
11‑51‑802
Savings provisions
11‑51‑803
Repeal of article
11‑51‑901
Short title
11‑51‑902
General powers of securities commissioner
11‑51‑903
Interests in local government investment pool trust fund
11‑51‑904
Requirement for registration of local government investment pools
11‑51‑905
General registration requirements
11‑51‑906
Reports to securities commissioner
11‑51‑907
Access to records
11‑51‑908
Confidentiality of information
11‑51‑1001
Short title
11‑51‑1002
Definitions
11‑51‑1003
Governmental disclosures - immunity
11‑51‑1004
Third-party disclosures - immunity
11‑51‑1005
Delaying disbursements - immunity
11‑51‑1006
Immunity for nondisclosure
11‑51‑1007
Records
11‑51‑1008
Multiple duties to report
Green check means up to date. Up to date

Current through Fall 2024

§ 11-51-308’s source at colorado​.gov