Idaho State Statutes - Idaho Attorney Directory

The following transactions are exempt
from the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and
section 30-14-504, Idaho Code:
(1) An isolated nonissuer transaction, whether or not effected by or
through a broker-dealer;
(2) A nonissuer transaction by or through a broker-dealer registered, or
exempt from registration under this chapter, and a resale transaction by a
sponsor of a unit investment trust registered under the investment company act
of 1940, in a security of a class that has been outstanding in the hands of
the public for at least ninety (90) days, if, at the date of the transaction:
(a) The issuer of the security is engaged in business, the issuer is not
in the organizational stage or in bankruptcy or receivership, and the
issuer is not a blank check, blind pool, or shell company that has no
specific business plan or purpose or has indicated that its primary
business plan is to engage in a merger or combination of the business
with, or an acquisition of, an unidentified person;
(b) The security is sold at a price reasonably related to its current
market price;
(c) The security does not constitute the whole or part of an unsold
allotment to, or a subscription or participation by, the broker-dealer as
an underwriter of the security or a redistribution;
(d) A nationally recognized securities manual or its electronic
equivalent designated by any rule adopted or an order issued under this
chapter or a record filed with the securities and exchange commission that
is publicly available contains:
(i) A description of the business and operations of the issuer;
(ii) The names of the issuer's executive officers and the names of
the issuer's directors, if any;
(iii) An audited balance sheet of the issuer as of a date within
eighteen (18) months before the date of the transaction or, in the
case of a reorganization or merger when the parties to the
reorganization or merger each had an audited balance sheet, a pro
forma balance sheet for the combined organization; and
(iv) An audited income statement for each of the issuer's two (2)
immediately previous fiscal years or for the period of existence of
the issuer, whichever is shorter, or, in the case of a reorganization
or merger when each party to the reorganization or merger had audited
income statements, a pro forma income statement; and
(e) Any one (1) of the following requirements is met:
(i) The issuer of the security has a class of equity securities
listed on a national securities exchange registered under section 6
of the securities exchange act of 1934 or designated for trading on
the national association of securities dealers automated quotation
system;
(ii) The issuer of the security is a unit investment trust
registered under the investment company act of 1940;
(iii) The issuer of the security, including its predecessors, has
been engaged in continuous business for at least three (3) years; or
(iv) The issuer of the security has total assets of at least two
million dollars ($2,000,000) based on an audited balance sheet as of
a date within eighteen (18) months before the date of the transaction
or, in the case of a reorganization or merger when the parties to the
reorganization or merger each had such an audited balance sheet, a
pro forma balance sheet for the combined organization;
(3) A nonissuer transaction by or through a broker-dealer registered or
exempt from registration under this chapter in a security of a foreign issuer
that is a margin security defined in regulations or rules adopted by the board
of governors of the federal reserve system;
(4) A nonissuer transaction by or through a broker-dealer registered or
exempt from registration under this chapter in an outstanding security if the
guarantor of the security files reports with the securities and exchange
commission under the reporting requirements of section 13 or 15(d) of the
securities exchange act of 1934 (15 U.S.C. 78m or 78o(d));
(5) A nonissuer transaction by or through a broker-dealer registered or
exempt from registration under this chapter in a security that:
(a) Is rated at the time of the transaction by a nationally recognized
statistical rating organization in one (1) of its four (4) highest rating
categories; or
(b) Has a fixed maturity or a fixed interest or dividend, if:
(i) A default has not occurred during the current fiscal year or
within the three (3) previous fiscal years of the issuer or any
predecessor, in the payment of principal, interest, or dividends on
the security; and
(ii) The issuer is engaged in business, is not in the organizational
stage or in bankruptcy or receivership, and is not and has not been
within the previous twelve (12) months a blank check, blind pool, or
shell company that has no specific business plan or purpose or has
indicated that its primary business plan is to engage in a merger or
combination of the business with, or an acquisition of, an
unidentified person;
(6) A nonissuer transaction by or through a broker-dealer registered or
exempt from registration under this chapter effecting an unsolicited order or
offer to purchase;
(7) A nonissuer transaction executed by a bona fide pledgee without the
purpose of evading this chapter;
(8) A nonissuer transaction by a federal covered investment adviser with
investments under management in excess of one hundred million dollars
($100,000,000) acting in the exercise of discretionary authority in a signed
record for the account of others;
(9) A transaction in a security, whether or not the security or
transaction is otherwise exempt, in exchange for one (1) or more bona fide
outstanding securities, claims, or property interests, or partly in such
exchange and partly for cash, if the terms and conditions of the issuance and
exchange or the delivery and exchange and the fairness of the terms and
conditions have been approved by the administrator after a hearing as provided
in section 30-14-202A, Idaho Code, or otherwise;
(10) A transaction between the issuer or other person on whose behalf the
offering is made and an underwriter, or among underwriters;
(11) A transaction in a note, bond, debenture or other evidence of
indebtedness secured by a mortgage or other security agreement if:
(a) The note, bond, debenture or other evidence of indebtedness is
offered and sold with the mortgage or other security agreement as a unit;
(b) A general solicitation or general advertisement of the transaction is
not made; and
(c) A commission or other remuneration is not paid or given, directly or
indirectly, to a person not registered under this chapter as a
broker-dealer or as an agent;
(12) A transaction by an executor, administrator of an estate, sheriff,
marshal, receiver, trustee in bankruptcy, guardian or conservator;
(13) A sale or offer to sell to:
(a) An institutional investor;
(b) A federal covered investment adviser; or
(c) Any other person exempted by a rule adopted or an order issued under
this chapter;
(14) A sale or an offer to sell securities of an issuer, if the
transaction is part of a single issue in which:
(a) Not more than ten (10) purchasers are present in this state during
any twelve (12) consecutive months, other than those designated in
subsection (13) of this section;
(b) A general solicitation or general advertising is not made in
connection with the offer to sell or sale of the securities;
(c) A commission or other remuneration is not paid or given, directly or
indirectly, to a person other than a broker-dealer registered under this
chapter or an agent registered under this chapter for soliciting a
prospective purchaser in this state; and
(d) The issuer reasonably believes that all the purchasers in this state,
other than those designated in subsection (13) of this section, are
purchasing for investment;
(15) A transaction under an offer to existing security holders of the
issuer, including persons that at the date of the transaction are holders of
convertible securities, options or warrants, if a commission or other
remuneration, other than a standby commission, is not paid or given, directly
or indirectly, for soliciting a security holder in this state;
(16) An offer to sell, but not a sale, of a security not exempt from
registration under the securities act of 1933 if:
(a) A registration or offering statement or similar record as required
under the securities act of 1933 has been filed, but is not effective, or
the offer is made in compliance with rule 165 adopted under the securities
act of 1933 (17 CFR 230.165); and
(b) A stop order of which the offeror is aware has not been issued
against the offeror by the administrator or the securities and exchange
commission, and an audit, inspection or proceeding that is public and that
may culminate in a stop order is not known by the offeror to be pending;
(17) An offer to sell, but not a sale, of a security exempt from
registration under the securities act of 1933 if:
(a) A registration statement has been filed under this chapter, but is
not effective;
(b) A solicitation of interest is provided in a record to offerees in
compliance with a rule adopted by the administrator under this chapter;
and
(c) A stop order of which the offeror is aware has not been issued by the
administrator under this chapter and an audit, inspection or proceeding
that may culminate in a stop order is not known by the offeror to be
pending;
(18) A transaction involving the distribution of the securities of an
issuer to the security holders of another person in connection with a merger,
consolidation, exchange of securities, sale of assets, or other reorganization
to which the issuer, or its parent or subsidiary and the other person, or its
parent or subsidiary, are parties;
(19) A rescission offer, sale or purchase under section 30-14-510, Idaho
Code;
(20) An offer or sale of a security to a person not a resident of this
state and not present in this state if the offer or sale does not constitute a
violation of the laws of the state or foreign jurisdiction in which the
offeree or purchaser is present and is not part of an unlawful plan or scheme
to evade this chapter;
(21) Employees' stock purchase, savings, option, profit-sharing, pension,
or similar employees' benefit plan, including any securities, plan interests,
and guarantees issued under a compensatory benefit plan or compensation
contract, contained in a record, established by the issuer, its parents, its
majority-owned subsidiaries, or the majority-owned subsidiaries of the
issuer's parent for the participation of their employees including offers or
sales of such securities to:
(a) Directors; general partners; trustees, if the issuer is a business
trust; officers; consultants; and advisers;
(b) Family members who acquire such securities from those persons through
gifts or domestic relations orders;
(c) Former employees, directors, general partners, trustees, officers,
consultants and advisers if those individuals were employed by or
providing services to the issuer when the securities were offered; and
(d) Insurance agents who are exclusive insurance agents of the issuer, or
the issuer's subsidiaries or parents, or who derive more than fifty
percent (50%) of their annual income from those organizations;
(22) A transaction involving:
(a) A stock dividend or equivalent equity distribution, whether the
corporation or other business organization distributing the dividend or
equivalent equity distribution is the issuer or not, if nothing of value
is given by stockholders or other equity holders for the dividend or
equivalent equity distribution other than the surrender of a right to a
cash or property dividend if each stockholder or other equity holder may
elect to take the dividend or equivalent equity distribution in cash,
property or stock;
(b) An act incident to a judicially approved reorganization in which a
security is issued in exchange for one (1) or more outstanding securities,
claims, or property interests, or partly in such exchange and partly for
cash; or
(c) The solicitation of tenders of securities by an offeror in a tender
offer in compliance with rule 162 adopted under the securities act of 1933
(17 CFR 230.162); or
(23) A nonissuer transaction in an outstanding security by or through a
broker-dealer registered or exempt from registration under this chapter, if
the issuer is a reporting issuer in a foreign jurisdiction designated by this
subsection or by a rule adopted or an order issued under this chapter; has
been subject to continuous reporting requirements in the foreign jurisdiction
for not less than one hundred eighty (180) days before the transaction; and
the security is listed on the foreign jurisdiction's securities exchange that
has been designated by this subsection or by a rule adopted or an order issued
under this chapter, or is a security of the same issuer that is of senior or
substantially equal rank to the listed security or is a warrant or right to
purchase or subscribe to any of the foregoing. For purposes of this
subsection, Canada, together with its provinces and territories, is a
designated foreign jurisdiction and the Toronto stock exchange, inc., is a
designated securities exchange. After an administrative hearing in compliance
with chapter 52, title 67, Idaho Code, the administrator, by rule adopted or
an order issued under this chapter, may revoke the designation of a securities
exchange under this subsection, if the administrator finds that revocation is
necessary or appropriate in the public interest and for the protection of
investors.

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