{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-1-202","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-1-202","heading":"Exempt transactions","body":"The following transactions are exempt from the requirements of\n\nSections 1-301 and 1-504 of this title:\n\n1. An isolated nonissuer transaction, whether or not effected\n\nby or through a broker-dealer;\n\n2. A nonissuer transaction by or through a broker-dealer\n\nregistered, or exempt from registration under the Oklahoma Uniform\n\nSecurities Act of 2004, and a resale transaction by a sponsor of a\n\nunit investment trust registered under the Investment Company Act of\n\n1940, in a security of a class that has been outstanding in the\n\nhands of the public for at least ninety (90) days, if, at the date\n\nof the transaction:\n\na. the issuer of the security is engaged in business, the\n\nissuer is not in the organizational stage or in\n\nbankruptcy or receivership, and the issuer is not a\n\nblank check, blind pool, or shell company that has no\n\nspecific business plan or purpose or has indicated\n\nthat its primary business plan is to engage in a\n\nmerger or combination of the business with, or an\n\nacquisition of, an unidentified person,\n\nb. the security is sold at a price reasonably related to\n\nits current market price,\n\nc. the security does not constitute the whole or part of\n\nan unsold allotment to, or a subscription or\n\nparticipation by, the broker-dealer as an underwriter\n\nof the security or a redistribution, and\n\nd. a nationally recognized securities manual or its\n\nelectronic equivalent designated by rule adopted or\n\norder issued under this act or a record filed with the\n\nSecurities and Exchange Commission that is publicly\n\navailable contains:\n\n(1) a description of the business and operations of\n\nthe issuer,\n\n(2) the names of the issuer's executive officers and\n\nthe names of the issuer's directors, if any,\n\n(3) an audited balance sheet of the issuer as of a\n\ndate within eighteen (18) months before the date\n\nof the transaction or, in the case of a\n\nreorganization or merger when the parties to the\n\nreorganization or merger each had an audited\n\nbalance sheet, a pro forma balance sheet for the\n\ncombined organization, and\n\n(4) an audited income statement for each of the\n\nissuer's two (2) immediately previous fiscal\n\nyears or for the period of existence of the\n\nissuer, whichever is shorter, or, in the case of\n\na reorganization or merger when each party to the\n\nreorganization or merger had audited income\n\nstatements, a pro forma income statement, or\n\ne. the issuer of the security has a class of equity\n\nsecurities listed on a national securities exchange\n\nregistered under the Securities Exchange Act of 1934\n\nor designated for trading on the National Association\n\nof Securities Dealers Automated Quotation System,\n\nunless the issuer of the security is a unit investment\n\ntrust registered under the Investment Company Act of\n\n1940; or the issuer of the security, including its\n\npredecessors, has been engaged in continuous business\n\nfor at least three (3) years; or the issuer of the\n\nsecurity has total assets of at least Two Million\n\nDollars ($2,000,000.00) based on an audited balance\n\nsheet as of a date within eighteen (18) months before\n\nthe date of the transaction or, in the case of a\n\nreorganization or merger when the parties to the\n\nreorganization or merger each had the audited balance\n\nsheet, a pro forma balance sheet for the combined\n\norganization;\n\n3. A nonissuer transaction by or through a broker-dealer\n\nregistered or exempt from registration under this act in a security\n\nof a foreign issuer that is a margin security defined in regulations\n\nor rules adopted by the Board of Governors of the Federal Reserve\n\nSystem;\n\n4. A nonissuer transaction by or through a broker-dealer\n\nregistered or exempt from registration under the Oklahoma Uniform\n\nSecurities Act of 2004 in an outstanding security if the guarantor\n\nof the security files reports with the Securities and Exchange\n\nCommission under the reporting requirements of Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));\nSystem;\n\n4. A nonissuer transaction by or through a broker-dealer\n\nregistered or exempt from registration under the Oklahoma Uniform\n\nSecurities Act of 2004 in an outstanding security if the guarantor\n\nof the security files reports with the Securities and Exchange\n\nCommission under the reporting requirements of Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));\n\n5. A nonissuer transaction by or through a broker-dealer\n\nregistered or exempt from registration under the Oklahoma Uniform\n\nSecurities Act of 2004 in a security that:\n\na. is rated at the time of the transaction by a\n\nnationally recognized statistical rating organization\n\nin one of its four highest rating categories, or\n\nb. has a fixed maturity or a fixed interest or dividend,\n\nif:\n\n(1) a default has not occurred during the current\n\nfiscal year or within the three (3) previous\n\nfiscal years or during the existence of the\n\nissuer and any predecessor if less than three (3)\n\nfiscal years, in the payment of principal,\n\ninterest, or dividends on the security, and\n\n(2) the issuer is engaged in business, is not in the\n\norganizational stage or in bankruptcy or\n\nreceivership, and is not and has not been within\n\nthe previous twelve (12) months a blank check,\n\nblind pool, or shell company that has no specific\n\nbusiness plan or purpose or has indicated that\n\nits primary business plan is to engage in a\n\nmerger or combination of the business with, or an\n\nacquisition of, an unidentified person;\n\n6. A nonissuer transaction by or through a broker-dealer\n\nregistered or exempt from registration under the Oklahoma Uniform\n\nSecurities Act of 2004 effecting an unsolicited order or offer to\n\npurchase;\n\n7. A nonissuer transaction executed by a bona fide pledgee\n\nwithout the purpose of evading the Oklahoma Uniform Securities Act\n\nof 2004;\n\n8. A nonissuer transaction by a federal covered investment\n\nadviser with investments under management in excess of One Hundred\n\nMillion Dollars ($100,000,000.00) acting in the exercise of\n\ndiscretionary authority in a signed record for the account of\n\nothers;\n\n9. A transaction in a security, whether or not the security or\n\ntransaction is otherwise exempt, in exchange for one or more bona\n\nfide outstanding securities, claims, or property interests, or\n\npartly in such exchange and partly for cash, if the terms and\n\nconditions of the issuance and exchange or the delivery and exchange\n\nand the fairness of the terms and conditions have been approved by\n\nthe Administrator after a hearing;\n\n10. A transaction between the issuer or other person on whose\n\nbehalf the offering is made and an underwriter, or among\n\nunderwriters;\n\n11. A transaction in a note, bond, debenture, or other evidence\n\nof indebtedness secured by a mortgage or other security agreement\n\nif:\n\na. the note, bond, debenture, or other evidence of\n\nindebtedness is offered and sold with the mortgage or\n\nother security agreement as a unit,\n\nb. a general solicitation or general advertisement of the\n\ntransaction is not made, and\n\nc. a commission or other remuneration is not paid or\n\ngiven, directly or indirectly, to a person not\n\nregistered under the Oklahoma Uniform Securities Act\n\nof 2004 as a broker-dealer or as an agent;\n\n12. A transaction by an executor, administrator of an estate,\n\nsheriff, marshal, receiver, trustee in bankruptcy, guardian, or\n\nconservator;\n\n13. A sale or offer to sell to:\n\na. an institutional investor,\n\nb. a federal covered investment adviser, or\n\nc. any other person exempted by rule adopted or order\n\nissued under the Oklahoma Uniform Securities Act of\n\n2004;\n\n14. A sale or an offer to sell securities by an issuer, if the\n\ntransaction is part of a single issue in which:\n\na. not more than twenty-five purchasers during any twelve\ntor;\n\n13. A sale or offer to sell to:\n\na. an institutional investor,\n\nb. a federal covered investment adviser, or\n\nc. any other person exempted by rule adopted or order\n\nissued under the Oklahoma Uniform Securities Act of\n\n2004;\n\n14. A sale or an offer to sell securities by an issuer, if the\n\ntransaction is part of a single issue in which:\n\na. not more than twenty-five purchasers during any twelve\n\n(12) consecutive months, other than those designated\n\nin paragraph 13 of this section,\n\nb. a general solicitation or general advertising is not\n\nmade in connection with the offer to sell or sale of\n\nthe securities,\n\nc. a commission or other remuneration is not paid or\n\ngiven, directly or indirectly, to a person other than\n\na broker-dealer registered under the Oklahoma Uniform\n\nSecurities Act of 2004 or an agent registered under\n\nthe Oklahoma Uniform Securities Act of 2004 for\n\nsoliciting a prospective purchaser in this state, and\n\nd. the issuer reasonably believes that all the purchasers\n\nin this state, other than those designated in\n\nparagraph 13 of this section, are purchasing for\n\ninvestment;\n\n15. A transaction under an offer to existing security holders\n\nof the issuer, including persons that at the date of the transaction\n\nare holders of convertible securities, options, or warrants, if:\n\na. no commission or other remuneration, other than a\n\nstandby commission, is paid or given, directly or\n\nindirectly, for soliciting a security holder in this\n\nstate, or\n\nb. the issuer first files a notice specifying the terms\n\nof the offer and the Administrator, by order, does not\n\ndisallow the exemption within the next ten (10) full\n\nbusiness days;\n\n16. A sale from or in this state to not more than thirty-two\n\npersons of a unit consisting of interests in oil, gas or mining\n\ntitles or leases or any certificate of interest or participation, or\n\nconveyance in any form of an interest therein, or in payments out of\n\nproduction pursuant to such titles or leases, whether or not offered\n\nin conjunction with, or as an incident to, an operating agreement or\n\nother contract to drill oil or gas wells or otherwise exploit the\n\nminerals on the particular leases, whether or not the seller or any\n\nbuyers are then present in this state, if:\n\na. the seller reasonably believes that all buyers are\n\npurchasing for investment,\n\nb. no commission is paid or given directly or indirectly\n\nfor the solicitation of any such sale excluding any\n\ncommission paid or given by and between parties each\n\nof whom is engaged in the business of exploring for or\n\nproducing oil and gas or other valuable minerals,\n\nc. no public advertising or public solicitation is used\n\nin any such solicitation or sale, and\n\nd. sales are effected only to persons the seller has\n\nreasonable cause to believe are capable of evaluating\n\nthe risk of the prospective investment and able to\n\nbear the economic risk of the investment; but the\n\nAdministrator, by rule or order, as to any specific\n\ntransaction, may withdraw or further condition this\n\nexemption or decrease the number of sales permitted or\n\nwaive the conditions in subparagraphs a, b and c of\n\nthis paragraph, with or without substitution of a\n\nlimitation on remuneration.\n\nFor purposes of this subsection, no units of the issuer shall be\n\nintegrated; however, this exemption cannot be combined or used in\n\nconjunction with any other transactional exemption.\n\n17. An offer to sell, but not a sale, of a security not exempt\n\nfrom registration under the Securities Act of 1933 if:\n\na. a registration or offering statement or similar record\n\nas required under the Securities Act of 1933 has been\n\nfiled, but is not effective, or the offer is made in\n\ncompliance with Rule 165 adopted under the Securities\n\nAct of 1933 (17 C.F.R. 230.165), and\n\nb. no stop order of which the offeror is aware has been\n\nissued against the offeror by the Administrator or the\n\nSecurities and Exchange Commission, and an audit,\nfering statement or similar record\n\nas required under the Securities Act of 1933 has been\n\nfiled, but is not effective, or the offer is made in\n\ncompliance with Rule 165 adopted under the Securities\n\nAct of 1933 (17 C.F.R. 230.165), and\n\nb. no stop order of which the offeror is aware has been\n\nissued against the offeror by the Administrator or the\n\nSecurities and Exchange Commission, and an audit,\n\ninspection, or proceeding that is public and that may\n\nculminate in a stop order is not known by the offeror\n\nto be pending;\n\n18. An offer to sell, but not a sale, of a security exempt from\n\nregistration under the Securities Act of 1933 if:\n\na. a registration statement has been filed under this\n\nact, but is not effective,\n\nb. a solicitation of interest is provided in a record to\n\nofferees in compliance with a rule adopted by the\n\nAdministrator under the Oklahoma Uniform Securities\n\nAct of 2004, and\n\nc. a stop order of which the offeror is aware has not\n\nbeen issued by the Administrator under the Oklahoma\n\nUniform Securities Act of 2004 and an audit,\n\ninspection, or proceeding that may culminate in a stop\n\norder is not known by the offeror to be pending;\n\n19. A transaction involving the distribution of the securities\n\nof an issuer to the security holders of another person in connection\n\nwith a merger, consolidation, exchange of securities, sale of\n\nassets, or other reorganization to which the issuer, or its parent\n\nor subsidiary and the other person, or its parent or subsidiary, are\n\nparties if:\n\na. the securities to be distributed are registered under\n\nthe Securities Act of 1933 before the vote by security\n\nholders on the transaction, or\n\nb. the securities to be distributed are not required to\n\nbe registered under the Securities Act of 1933,\n\nwritten notice of the transaction and a copy of the\n\nmaterials, if any, by which approval of the\n\ntransaction will be solicited from such security\n\nholders is given to the Administrator at least ten\n\n(10) full business days before the vote by security\n\nholders on the transaction and the Administrator does\n\nnot commence a proceeding to deny the exemption within\n\nthe next ten (10) full business days; however, such\n\nnotice shall not be required if the sole purpose of\n\nthe transaction is to change an issuer's domicile\n\nsolely within the United States;\n\n20. A rescission offer, sale, or purchase under Section 1-510\n\nof this title;\n\n21. An offer or sale of a security through a broker-dealer\n\nregistered under the Oklahoma Uniform Securities Act of 2004 to a\n\nperson not a resident of this state and not present in this state if\n\nthe offer or sale does not constitute a violation of the laws of the\n\nstate or foreign jurisdiction in which the offeree or purchaser is\n\npresent and is not part of an unlawful plan or scheme to evade the\n\nOklahoma Uniform Securities Act of 2004;\n\n22. Employees' stock purchase, savings, option, profit-sharing,\n\npension, or similar employees' benefit plan, including any\n\nsecurities, plan interests, and guarantees issued under a\n\ncompensatory benefit plan or compensation contract, contained in a\n\nrecord, established by the issuer, its parents, its majority-owned\n\nsubsidiaries, or the majority-owned subsidiaries of the issuer's\n\nparent for the participation of their employees including offers or\n\nsales of such securities to:\n\na. directors; general partners; trustees, if the issuer\n\nis a business trust; officers; consultants; and\n\nadvisors,\n\nb. family members who acquire such securities from those\n\npersons through gifts or domestic relations orders,\n\nc. former employees, directors, general partners,\n\ntrustees, and officers if those individuals were\n\nemployed by or providing services to the issuer when\n\nthe securities were offered, and\n\nd. insurance agents who are exclusive insurance agents of\n\nthe issuer, or the issuer's subsidiaries or parents,\nsons through gifts or domestic relations orders,\n\nc. former employees, directors, general partners,\n\ntrustees, and officers if those individuals were\n\nemployed by or providing services to the issuer when\n\nthe securities were offered, and\n\nd. insurance agents who are exclusive insurance agents of\n\nthe issuer, or the issuer's subsidiaries or parents,\n\nor who derive more than fifty percent (50%) of their\n\nannual income from those organizations;\n\n23. A transaction involving:\n\na. a stock dividend or equivalent equity distribution,\n\nwhether the corporation or other business organization\n\ndistributing the dividend or equivalent equity\n\ndistribution is the issuer or not, if nothing of value\n\nis given by stockholders or other equity holders for\n\nthe dividend or equivalent equity distribution other\n\nthan the surrender of a right to a cash or property\n\ndividend if each stockholder or other equity holder\n\nmay elect to take the dividend or equivalent equity\n\ndistribution in cash, property, or stock,\n\nb. an act incident to a judicially approved\n\nreorganization in which a security is issued in\n\nexchange for one or more outstanding securities,\n\nclaims, or property interests, or partly in such\n\nexchange and partly for cash, or\n\nc. the solicitation of tenders of securities by an\n\nofferor in a tender offer in compliance with Rule 162\n\nadopted under the Securities Act of 1933 (17 C.F.R.\n\n230.162);\n\n24. A nonissuer transaction in an outstanding security by or\n\nthrough a broker-dealer registered or exempt from registration under\n\nthis act, if the issuer is a reporting issuer in a foreign\n\njurisdiction designated by this paragraph or by rule adopted or\n\norder issued under the Oklahoma Uniform Securities Act of 2004; has\n\nbeen subject to continuous reporting requirements in the foreign\n\njurisdiction for not less than one hundred eighty (180) days before\n\nthe transaction; and the security is listed on the foreign\n\njurisdiction's securities exchange that has been designated by this\n\nparagraph or by rule adopted or order issued under the Oklahoma\n\nUniform Securities Act of 2004, or is a security of the same issuer\n\nthat is of senior or substantially equal rank to the listed security\n\nor is a warrant or right to purchase or subscribe to any of the\n\nforegoing. For purposes of this paragraph, Canada, together with\n\nits provinces and territories, is a designated foreign jurisdiction\n\nand The Toronto Stock Exchange, Inc., is a designated securities\n\nexchange. After an administrative hearing in compliance with the\n\nAdministrative Procedures Act, the Administrator, by rule adopted or\n\norder issued under the Oklahoma Uniform Securities Act of 2004, may\n\nrevoke the designation of a securities exchange under this\n\nparagraph, if the Administrator finds that revocation is necessary\n\nor appropriate in the public interest and for the protection of\n\ninvestors; or\n\n25. A sale or offer to sell a security by an issuer if:\n\na. the issuer is a corporation or other business entity\n\nresiding in and doing business in this state and the\n\ntransaction meets the requirements of the federal\n\nexemption for intrastate offerings in Section 3(a)(11)\n\nof the Securities Act of 1933, 15 U.S.C. 77c(a)(11)\n\nand Rule 147A adopted under the Securities Act of 1933\n\n(17 C.F.R. 230.147A) and as such the securities shall\n\nbe sold only to persons who are residents of this\n\nstate at the time of purchase,\n\nb. the sum of all cash and other consideration to be\n\nreceived for the sale of securities in reliance on\n\nthis exemption shall be limited to Five Million\n\nDollars ($5,000,000.00),\n\nc. the aggregate value of securities sold under this\n\nexemption by an issuer to any one person does not\n\nexceed Five Thousand Dollars ($5,000.00) unless the\n\npurchaser is an accredited investor as that term is\n\ndefined by Rule 501 of Regulation D of the Securities\n\nAct of 1933 (17 C.F.R. 230.501),\nsecurities in reliance on\n\nthis exemption shall be limited to Five Million\n\nDollars ($5,000,000.00),\n\nc. the aggregate value of securities sold under this\n\nexemption by an issuer to any one person does not\n\nexceed Five Thousand Dollars ($5,000.00) unless the\n\npurchaser is an accredited investor as that term is\n\ndefined by Rule 501 of Regulation D of the Securities\n\nAct of 1933 (17 C.F.R. 230.501),\n\nd. a commission or other renumeration is not paid or\n\ngiven, directly or indirectly, to a person not\n\nregistered under the Oklahoma Uniform Securities Act\n\nof 2004 as a broker-dealer or as an agent,\n\ne. the issuer reasonably believes that all purchasers are\n\npurchasing for investment and not for sale in\n\nconnection with a distribution of the security,\n\nf. the issuer distributes to prospective purchasers a\n\ndisclosure document containing the information set\n\nforth by rule adopted under the Oklahoma Uniform\n\nSecurities Act of 2004,\n\ng. the issuer, at least ten (10) business days prior to a\n\nsale, files a notice of exemption with the Department\n\naccompanied by the disclosure document required by\n\nparagraph f of this subsection, and the filing fee set\n\nforth in the Oklahoma Uniform Securities Act of 2004,\n\npursuant to Section 1-612 of Title 71 of the Oklahoma\n\nStatutes,\n\nh. the issuer files with the Department, for as long as\n\nthe offering is continuing, quarterly and fiscal year-\n\nend reports containing any changes to information that\n\nhas become inaccurate or incomplete in any material\n\nrespect including, but not limited to, the most recent\n\nfinancial statements, and\n\ni. the issuer holds funds received from sales made in\n\nreliance on this exemption in an escrow account\n\nestablished in a bank or depository institution\n\nauthorized to do business in this state and subject to\n\nregulation under the laws of the United States or\n\nunder the laws of this state until the aggregate funds\n\nraised from all purchases is equal to or greater than\n\nthe minimum target offering amount specified in the\n\ndisclosure document. All funds shall be used in\n\naccordance with the representations made by the issuer\n\nin the disclosure document required by subparagraph f\n\nof this paragraph.\n\nNotwithstanding the foregoing provisions of this subsection, an\n\nissuer shall be prohibited from offering securities under this\n\nsubsection if the issuer or any of its principals or control\n\npersons:\n\n(1) within the last five (5) years has filed a\n\nregistration statement that is the subject of a\n\ncurrently effective registration stop order\n\nentered by any state securities administrator or\n\nthe Securities and Exchange Commission,\n\n(2) within the last five (5) years has been convicted\n\nof any criminal offense in connection with the\n\noffer, purchase, or sale of any security or\n\ninvolving fraud or deceit,\n\n(3) is currently subject to any state or federal\n\nadministrative enforcement order or judgment\n\nentered within the last five (5) years finding\n\nfraud or deceit in connection with the purchase\n\nor sale of any security, or\n\n(4) is currently subject to any order, judgment or\n\ndecree of any court of competent jurisdiction\n\nentered within the last five (5) years\n\ntemporarily, preliminarily or permanently\n\nrestraining or enjoining such party from engaging\n\nin or continuing to engage in any conduct or\n\npractice involving fraud or deceit in connection\n\nwith the purchase or sale of any security.\n\nNothing in this subsection prohibits the use of general\n\nsolicitation or general advertising in connection with the exemption\n\nunder this subsection.\n\nAs to a particular offering, the Administrator may by rule or\n\norder withdraw or further condition the exemption under this\n\nsubsection.","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":"a8406ab141457d8d09bb0f797f922cf360a1f9ac58a4ac42bed9c1bdecb12f24","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-1-201","next":"us-ok/okla.-stat.-tit.-71-71-1-203"},"notice":"GroundRules: Original legal text. Not legal advice."}