{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-1-102","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-1-102","heading":"Definitions","body":"In this act, unless the context otherwise requires:\n\n1. \"Administrator\" means the securities Administrator appointed\n\nby the Oklahoma Securities Commission;\n\n2. \"Agent\" means an individual, other than a broker-dealer, who\n\nrepresents a broker-dealer in effecting or attempting to effect\n\npurchases or sales of securities or represents an issuer in\n\neffecting or attempting to effect purchases or sales of the issuer's\n\nsecurities. A partner, officer, or director of a broker-dealer or\n\nissuer, or an individual having a similar status or performing\n\nsimilar functions is an agent only if the individual otherwise comes\n\nwithin the term. The term does not include an individual excluded\n\nby rule adopted or order issued under this act;\n\n3. \"Bank\" means:\n\na. a banking institution organized under the laws of the\n\nUnited States,\n\nb. a member bank of the Federal Reserve System,\n\nc. any other banking institution, whether incorporated or\n\nnot, doing business under the laws of a state or of\n\nthe United States, a substantial portion of the\n\nbusiness of which consists of receiving deposits or\n\nexercising fiduciary powers similar to those permitted\n\nto be exercised by national banks under the authority\n\nof the Comptroller of the Currency, and which is\n\nsupervised and examined by a state or federal agency\n\nhaving supervision over banks, and which is not\n\noperated for the purpose of evading this act, and\n\nd. a receiver, conservator, or other liquidating agent of\n\nany institution or firm included in subparagraph a, b\n\nor c of this paragraph;\n\n4. \"Broker-dealer\" means a person engaged in the business of\n\neffecting transactions in securities for the account of others or\n\nfor the person's own account. The term does not include:\n\na. an agent,\n\nb. an issuer,\n\nc. a bank or savings institution if its activities as a\n\nbroker-dealer are limited to those specified in\n\nsubsections 3(a)(4)(B)(i) through (vi), (viii) through\n\n(x), and (xi) if limited to unsolicited transactions;\n\n3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange\n\nAct of 1934 (15 U.S.C. Sections 78c(a)(4) and (5)) or\n\na bank that satisfies the conditions described in\n\nsubsection 3(a)(4)(E) of the Securities Exchange Act\n\nof 1934 (15 U.S.C. Section 78c(a)(4)),\n\nd. an international banking institution, or\n\ne. a person excluded by rule adopted or order issued\n\nunder this act;\n\n5. \"Commission\" means the Oklahoma Securities Commission;\n\n6. \"Department\" means the Oklahoma Department of Securities;\n\n7. \"Depository institution\" means:\n\na. a bank, or\n\nb. a savings institution, trust company, credit union, or\n\nsimilar institution that is organized or chartered\n\nunder the laws of a state or of the United States,\n\nauthorized to receive deposits, and supervised and\n\nexamined by an official or agency of a state or the\n\nUnited States if its deposits or share accounts are\n\ninsured to the maximum amount authorized by statute by\n\nthe Federal Deposit Insurance Corporation, the\n\nNational Credit Union Share Insurance Fund, or a\n\nsuccessor authorized by federal law. The term does\n\nnot include:\n\n(1) an insurance company or other organization\n\nprimarily engaged in the business of insurance,\n\n(2) a Morris Plan bank, or\nts are\n\ninsured to the maximum amount authorized by statute by\n\nthe Federal Deposit Insurance Corporation, the\n\nNational Credit Union Share Insurance Fund, or a\n\nsuccessor authorized by federal law. The term does\n\nnot include:\n\n(1) an insurance company or other organization\n\nprimarily engaged in the business of insurance,\n\n(2) a Morris Plan bank, or\n\n(3) an industrial loan company that is not an insured\n\ndepository institution as defined in Section\n\n3(c)(2) of the Federal Deposit Insurance Act (12\n\nU.S.C. Section 1813(c)(2)) or any successor\n\nfederal statute;\n\n8. \"Federal covered investment adviser\" means a person\n\nregistered under the Investment Advisers Act of 1940;\n\n9. \"Federal covered security\" means a security that is, or upon\n\ncompletion of a transaction will be, a covered security under\n\nSection 18(b) of the Securities Act of 1933 (15 U.S.C. Section\n\n77r(b)) or rules or regulations adopted pursuant to that provision;\n\n10. \"Filing\" means the receipt under this act of a record by\n\nthe Administrator or a designee of the Administrator;\n\n11. \"Fraud,\" \"deceit,\" and \"defraud\" are not limited to common\n\nlaw deceit;\n\n12. \"Guaranteed\" means guaranteed as to payment of all\n\nprincipal and all interest;\n\n13. \"Institutional investor\" means any of the following,\n\nwhether acting for itself or for others in a fiduciary capacity:\n\na. a depository institution or international banking\n\ninstitution,\n\nb. an insurance company,\n\nc. a separate account of an insurance company,\n\nd. an investment company as defined in the Investment\n\nCompany Act of 1940,\n\ne. a broker-dealer registered under the Securities\n\nExchange Act of 1934,\n\nf. an employee pension, profit-sharing, or benefit plan\n\nif the plan has total assets in excess of Ten Million\n\nDollars ($10,000,000.00) or its investment decisions\n\nare made by a named fiduciary, as defined in the\n\nEmployee Retirement Income Security Act of 1974, that\n\nis a broker-dealer registered under the Securities\n\nExchange Act of 1934, an investment adviser registered\n\nor exempt from registration under the Investment\n\nAdvisers Act of 1940, an investment adviser registered\n\nunder this act, a depository institution, or an\n\ninsurance company,\n\ng. a plan established and maintained by a state, a\n\npolitical subdivision of a state, or an agency or\n\ninstrumentality of a state or a political subdivision\n\nof a state for the benefit of its employees, if the\n\nplan has total assets in excess of Ten Million Dollars\n\n($10,000,000.00) or its investment decisions are made\n\nby a duly designated public official or by a named\n\nfiduciary, as defined in the Employee Retirement\n\nIncome Security Act of 1974, that is a broker-dealer\n\nregistered under the Securities Exchange Act of 1934,\n\nan investment adviser registered or exempt from\n\nregistration under the Investment Advisers Act of\n\n1940, an investment adviser registered under this act,\n\na depository institution, or an insurance company,\n\nh. a trust, if it has total assets in excess of Ten\n\nMillion Dollars ($10,000,000.00), its trustee is a\n\ndepository institution, and its participants are\n\nexclusively plans of the types identified in\n\nsubparagraph f or g of this paragraph, regardless of\n\nthe size of their assets, except a trust that includes\n\nas participants self-directed individual retirement\n\naccounts or similar self-directed plans,\n\ni. an organization described in Section 501(c)(3) of the\n\nInternal Revenue Code (26 U.S.C. Section 501(c)(3)),\n\ncorporation, Massachusetts trust or similar business\n\ntrust, limited liability company, or partnership, not\n\nformed for the specific purpose of acquiring the\n\nsecurities offered, with total assets in excess of Ten\n\nMillion Dollars ($10,000,000.00),\n\nj. a small business investment company licensed by the\n\nSmall Business Administration under Section 301(c) of\n\nthe Small Business Investment Act of 1958 (15 U.S.C.\nMassachusetts trust or similar business\n\ntrust, limited liability company, or partnership, not\n\nformed for the specific purpose of acquiring the\n\nsecurities offered, with total assets in excess of Ten\n\nMillion Dollars ($10,000,000.00),\n\nj. a small business investment company licensed by the\n\nSmall Business Administration under Section 301(c) of\n\nthe Small Business Investment Act of 1958 (15 U.S.C.\n\nSection 681(c)) with total assets in excess of Ten\n\nMillion Dollars ($10,000,000.00),\n\nk. a private business development company as defined in\n\nSection 202(a)(22) of the Investment Advisers Act of\n\n1940 (15 U.S.C. Section 80b-2(a)(22)) with total\n\nassets in excess of Ten Million Dollars\n\n($10,000,000.00),\n\nl. a federal covered investment adviser acting for its\n\nown account,\n\nm. a \"qualified institutional buyer\" as defined in Rule\n\n144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted\n\nunder the Securities Act of 1933 (17 C.F.R. 230.144A),\n\nn. a \"major U.S. institutional investor\" as defined in\n\nRule 15a-6(b)(4)(i) adopted under the Securities\n\nExchange Act of 1934 (17 C.F.R. 240.15a-6),\n\no. any other person, other than an individual, of\n\ninstitutional character with total assets in excess of\n\nTen Million Dollars ($10,000,000.00) not organized for\n\nthe specific purpose of evading this act, or\n\np. any other person specified by rule adopted or order\n\nissued under this act;\n\n14. \"Insurance company\" means a company organized as an insurer\n\nwhose primary business is writing insurance or reinsuring risks\n\nunderwritten by insurance companies and that are subject to\n\nsupervision by the insurance commissioner or a similar official or\n\nagency of a state;\n\n15. \"Insured\" means insured as to payment of all principal and\n\nall interest;\n\n16. \"International banking institution\" means an international\n\nfinancial institution of which the United States is a member and\n\nwhose securities are exempt from registration under the Securities\n\nAct of 1933;\n\n17. \"Investment adviser\" means a person that, for compensation,\n\nengages in the business of advising others, either directly or\n\nthrough publications or writings, as to the value of securities or\n\nthe advisability of investing in, purchasing, or selling securities\n\nor that, for compensation and as a part of a regular business,\n\nissues or promulgates analyses or reports concerning securities.\n\nThe term includes a financial planner or other person that, as an\n\nintegral component of other financially related services, provides\n\ninvestment advice to others for compensation as part of a business\n\nor that holds itself out as providing investment advice to others\n\nfor compensation. The term does not include:\n\na. an investment adviser representative,\n\nb. a lawyer, accountant, engineer, or teacher whose\n\nperformance of investment advice is solely incidental\n\nto the practice of the person's profession,\n\nc. a broker-dealer or its agents whose performance of\n\ninvestment advice is solely incidental to the conduct\n\nof business as a broker-dealer and that does not\n\nreceive special compensation for the investment\n\nadvice,\n\nd. a publisher of a bona fide newspaper, news magazine,\n\nor business or financial publication of general and\n\nregular circulation,\n\ne. a bank or savings institution,\n\nf. any other person excluded by the Investment Advisers\n\nAct of 1940 from the definition of investment adviser;\n\nor\n\ng. any other person excluded by rule adopted or order\n\nissued under this act;\n\n18. \"Investment adviser representative\" means an individual\n\nemployed by or associated with an investment adviser or federal\n\ncovered investment adviser and who makes any recommendations or\n\notherwise gives investment advice regarding securities, manages\n\naccounts or portfolios of clients, determines which recommendation\n\nor advice regarding securities should be given, provides investment\nmeans an individual\n\nemployed by or associated with an investment adviser or federal\n\ncovered investment adviser and who makes any recommendations or\n\notherwise gives investment advice regarding securities, manages\n\naccounts or portfolios of clients, determines which recommendation\n\nor advice regarding securities should be given, provides investment\n\nadvice or holds herself or himself out as providing investment\n\nadvice, receives compensation to solicit, offer, or negotiate for\n\nthe sale of or for selling investment advice, or supervises\n\nemployees who perform any of the foregoing. The term does not\n\ninclude an individual who:\n\na. performs only clerical or ministerial acts,\n\nb. is an agent whose performance of investment advice is\n\nsolely incidental to the individual acting as an agent\n\nand who does not receive special compensation for\n\ninvestment advisory services, or\n\nc. is excluded by rule adopted or order issued under this\n\nact;\n\n19. \"Issuer\" means a person that issues or proposes to issue a\n\nsecurity, subject to the following:\n\na. the issuer of a voting trust certificate, collateral\n\ntrust certificate, certificate of deposit for a\n\nsecurity, or share in an investment company without a\n\nboard of directors or individuals performing similar\n\nfunctions is the person performing the acts and\n\nassuming the duties of depositor or manager pursuant\n\nto the trust or other agreement or instrument under\n\nwhich the security is issued,\n\nb. the issuer of an equipment trust certificate or\n\nsimilar security serving the same purpose is the\n\nperson by which the property or equipment is or will\n\nbe used or to which the property or equipment is or\n\nwill be leased or conditionally sold or that is\n\notherwise contractually responsible for assuring\n\npayment of the certificate,\n\nc. the issuer of a fractional undivided interest in an\n\noil, gas, or other mineral lease or in payments out of\n\nproduction under a lease, right, or royalty is the\n\nowner of an interest in the lease or in payments out\n\nof production under a lease, right, or royalty,\n\nwhether whole or fractional, that creates fractional\n\ninterests for the purpose of sale;\n\n20. \"Nonissuer transaction\" or \"nonissuer distribution\" means a\n\ntransaction or distribution not directly or indirectly for the\n\nbenefit of the issuer;\n\n21. \"Offer to purchase\" includes an attempt or offer to obtain,\n\nor solicitation of an offer to sell, a security or interest in a\n\nsecurity for value. The term does not include a tender offer that\n\nis subject to Section 14(d) of the Securities Exchange Act of 1934\n\n(15 U.S.C. 78n(d));\n\n22. \"Person\" means an individual; corporation; business trust;\n\nestate; trust; partnership; limited liability company; association;\n\njoint venture; government, governmental subdivision, agency, or\n\ninstrumentality; public corporation; or any other legal or\n\ncommercial entity;\n\n23. \"Place of business\" of a broker-dealer, an investment\n\nadviser, or a federal covered investment adviser means:\n\na. an office at which the broker-dealer, investment\n\nadviser, or federal covered investment adviser\n\nregularly provides brokerage or investment advice or\n\nsolicits, meets with, or otherwise communicates with\n\ncustomers or clients, or\n\nb. any other location that is held out to the general\n\npublic as a location at which the broker-dealer,\n\ninvestment adviser, or federal covered investment\n\nadviser provides brokerage or investment advice or\n\nsolicits, meets with, or otherwise communicates with\n\ncustomers or clients;\n\n24. \"Predecessor act\" means the act repealed by Section 53 of\n\nthis act;\n\n25. \"Price amendment\" means the amendment to a registration\n\nstatement filed under the Securities Act of 1933 or, if an amendment\n\nis not filed, the prospectus or prospectus supplement filed under\n\nthe Securities Act of 1933 that includes a statement of the offering\nith, or otherwise communicates with\n\ncustomers or clients;\n\n24. \"Predecessor act\" means the act repealed by Section 53 of\n\nthis act;\n\n25. \"Price amendment\" means the amendment to a registration\n\nstatement filed under the Securities Act of 1933 or, if an amendment\n\nis not filed, the prospectus or prospectus supplement filed under\n\nthe Securities Act of 1933 that includes a statement of the offering\n\nprice, underwriting and selling discounts or commissions, amount of\n\nproceeds, conversion rates, call prices, and other matters dependent\n\nupon the offering price;\n\n26. \"Principal place of business\" of a broker-dealer or an\n\ninvestment adviser means the executive office of the broker-dealer\n\nor investment adviser from which the officers, partners, or managers\n\nof the broker-dealer or investment adviser direct, control, and\n\ncoordinate the activities of the broker-dealer or investment\n\nadviser;\n\n27. \"Promoter\" includes:\n\na. a person who, acting alone or in concert with one or\n\nmore persons, takes the entrepreneurial initiative in\n\nfounding or organizing the business or enterprise of\n\nan issuer,\n\nb. an officer or director owning securities of an issuer\n\nor a person who owns, beneficially or of record, ten\n\npercent (10%) or more of a class of securities of the\n\nissuer if the officer, director, or person acquires\n\nany of those securities in a transaction within three\n\n(3) years before the filing by the issuer of a\n\nregistration statement under this act and the\n\ntransaction is not an arms-length transaction, or\n\nc. a member of the immediate family of a person within\n\nsubparagraph a or b of this paragraph if the family\n\nmember receives securities of the issuer from that\n\nperson in a transaction within three (3) years before\n\nthe filing by the issuer of a registration statement\n\nunder this act and the transaction is not an arms-\n\nlength transaction.\n\nFor purposes of this subsection, \"immediate family\" means a\n\nspouse of a person within subparagraph a or b of this paragraph, an\n\nemancipated child residing in such person's household, or an\n\nindividual claimed as a dependent by such person for tax purposes;\n\n28. \"Record\" except in the phrases \"of record,\" \"official\n\nrecord,\" and \"public record,\" means information that is inscribed on\n\na tangible medium or that is stored in an electronic or other medium\n\nand is retrievable in perceivable form;\n\n29. \"Registration statement\" means the documentation provided\n\nto the Securities and Exchange Commission or the Department in\n\nconnection with the registration of securities under the Securities\n\nAct of 1933 or this title and includes any amendment thereto and any\n\nreport, document, exhibit or memorandum filed as part of such\n\nstatement or incorporated therein by reference;\n\n30. \"Sale\" includes every contract of sale, contract to sell,\n\nor disposition of, a security or interest in a security for value,\n\nand \"offer to sell\" includes every attempt or offer to dispose of,\n\nor solicitation of an offer to purchase, a security or interest in a\n\nsecurity for value. Both terms include:\n\na. a security given or delivered with, or as a bonus on\n\naccount of, a purchase of securities or any other\n\nthing constituting part of the subject of the purchase\n\nand having been offered and sold for value,\n\nb. a gift of assessable stock involving an offer and\n\nsale, and\n\nc. a sale or offer of a warrant or right to purchase or\n\nsubscribe to another security of the same or another\n\nissuer and a sale or offer of a security that gives\n\nthe holder a present or future right or privilege to\n\nconvert the security into another security of the same\n\nor another issuer, including an offer of the other\n\nsecurity;\n\n31. \"Securities and Exchange Commission\" means the United\n\nStates Securities and Exchange Commission;\n\n32. \"Security\" means a note; stock; treasury stock; security\n\nfuture; bond; debenture; evidence of indebtedness; certificate of\nholder a present or future right or privilege to\n\nconvert the security into another security of the same\n\nor another issuer, including an offer of the other\n\nsecurity;\n\n31. \"Securities and Exchange Commission\" means the United\n\nStates Securities and Exchange Commission;\n\n32. \"Security\" means a note; stock; treasury stock; security\n\nfuture; bond; debenture; evidence of indebtedness; certificate of\n\ninterest or participation in a profit-sharing agreement; collateral\n\ntrust certificate; preorganization certificate or subscription;\n\ntransferable share; investment contract; voting trust certificate;\n\ncertificate of deposit for a security; fractional undivided interest\n\nin oil, gas, or other mineral rights; put, call, straddle, option,\n\nor privilege on a security, certificate of deposit, or group or\n\nindex of securities, including an interest therein or based on the\n\nvalue thereof; put, call, straddle, option, or privilege entered\n\ninto on a national securities exchange relating to foreign currency;\n\nor, in general, an interest or instrument commonly known as a\n\n\"security\"; or a certificate of interest or participation in,\n\ntemporary or interim certificate for, receipt for, guarantee of, or\n\nwarrant or right to subscribe to or purchase, any of the foregoing.\n\nThe term:\n\na. includes both a certificated and an uncertificated\n\nsecurity,\n\nb. does not include an insurance or endowment policy or\n\nannuity contract under which an insurance company\n\npromises to pay a sum of money either in a lump sum or\n\nperiodically for life or other specified period,\n\nc. does not include an interest in a contributory or\n\nnoncontributory pension or welfare plan subject to the\n\nEmployee Retirement Income Security Act of 1974,\n\nd. includes as an \"investment contract\" an investment in\n\na common enterprise with the expectation of profits to\n\nbe derived primarily from the efforts of a person\n\nother than the investor and a \"common enterprise\"\n\nmeans an enterprise in which the fortunes of the\n\ninvestor are interwoven with those of either the\n\nperson offering the investment, a third party, or\n\nother investors,\n\ne. includes as an \"investment contract,\" among other\n\ncontracts, an interest in a limited partnership and a\n\nthird party managed limited liability company and an\n\ninvestment in a viatical or life settlement or similar\n\ncontract or agreement,\n\nf. includes an investment of money or money's worth\n\nincluding goods furnished or services performed in the\n\nrisk capital of a venture with the expectation of some\n\nbenefit to the investor where the investor has no\n\ndirect control over the investment or policy decision\n\nof the venture, and\n\ng. does not include an interest in an oil, gas or mineral\n\nlease as part of a transaction between parties, each\n\nof whom is engaged in the business of exploring for or\n\nproducing oil and gas or other valuable minerals as an\n\nongoing business or the execution of oil and gas\n\nleases by land, mineral and royalty owners in favor of\n\na party or parties engaged in the business of\n\nexploring for or producing oil and gas or other\n\nvaluable minerals;\n\n33. \"Self-regulatory organization\" means a national securities\n\nexchange registered under the Securities Exchange Act of 1934, a\n\nnational securities association of broker-dealers registered under\n\nthe Securities Exchange Act of 1934, a clearing agency registered\n\nunder the Securities Exchange Act of 1934, or the Municipal\n\nSecurities Rulemaking Board established under the Securities\n\nExchange Act of 1934;\n\n34. \"Sign\" means, with present intent to authenticate or adopt\n\na record:\n\na. to execute or adopt a tangible symbol, or\n\nb. to attach or logically associate with the record an\n\nelectronic symbol, sound, or process;\n\n35. \"State\" means a state of the United States, the District of\n\nColumbia, Puerto Rico, the United States Virgin Islands, or any\nstablished under the Securities\n\nExchange Act of 1934;\n\n34. \"Sign\" means, with present intent to authenticate or adopt\n\na record:\n\na. to execute or adopt a tangible symbol, or\n\nb. to attach or logically associate with the record an\n\nelectronic symbol, sound, or process;\n\n35. \"State\" means a state of the United States, the District of\n\nColumbia, Puerto Rico, the United States Virgin Islands, or any\n\nterritory or insular possession subject to the jurisdiction of the\n\nUnited States; and\n\n36. \"Underwriter\" means any person who has purchased from an\n\nissuer or from any other person with a view to, or offers or sells\n\nfor an issuer or for any other person in connection with, the\n\ndistribution of any security, or participates or has a direct or\n\nindirect participation in any such undertaking, or participates or\n\nhas a participation in the direct or indirect underwriting of any\n\nsuch undertaking. \"Underwriter\" does not include a person whose\n\ninterest is limited to a commission from an underwriter or broker-\n\ndealer not in excess of the usual and customary distributor's or\n\nseller's commission.","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"4ed02ddbece69ffdd71343f95aa0beb4c47cd217f13d4fba80f10b5c60e0095d","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-1-101","next":"us-ok/okla.-stat.-tit.-71-71-1-103"},"notice":"GroundRules: Original legal text. Not legal advice."}