State Securities Laws

State Securities Laws

One reason there are exemptions from federal securities laws is because there are so many state laws covering securities that additional registration is not needed. Every state has securities laws, which are called blue sky laws. If you wish to offer your stock in all fifty states, you must be registered in all fifty states, unless you can fit into one of the exemptions. However, exemptions are very limited.

Each state has its own blue sky requirements and exemptions. If you are going to raise money from investors, check with a qualified securities lawyer in each state in which you intend to sell stock.

  • Corporation: Introduction
    Each year, hundreds of thousands of corporations are registered in this country, and it is not a coincidence that the largest businesses in the world are corporations. The corporation is a popular method of doing business for most people because it offers many advantages over partnerships and sole...
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  • What is a Corporation?
    A corporation is a legal person that can be created under state law. As a person, a corporation has certain rights and obligations, including the right to do business in its own name and the obligation to pay taxes. Some laws use the words "natural persons." A natural person refers only to human...
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  • Articles of Incorporation
    The Articles of Incorporation (in some states referred to as the Certificate or the Certificate of Incorporation) is the document that is filed with the appropriate state agency to start the corporation. In most states, this agency is the Secretary of State but may be called the Department of State...
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  • Shareholder
    A shareholder is a person who owns stock in a corporation. In many small corporations, the shareholders act as the officers and directors, but many shareholders do not have these roles in large corporations. Sometimes small corporations have shareholders who are not officers, such as when the stock...
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  • Board of Directors
    The board of directors is the controlling body of a corporation that makes major corporate decisions and elects the officers. It usually meets just once a year. In most states, a corporation can have one director (who can also hold all offices and own all the stock). In a small corporation, the...
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  • Officers
    Officers are appointed by the board of directors to run the day-to-day operations of the corporation. Commonly, and by law in many states, a corporation will have at least three officers: President Treasurer or Chief Financial Officer Secretary Officers do not have to be shareholders or directors,...
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