49:3-80 Requirements for Internet site.

4. The following requirements apply to an Internet site through which an issuer offers or sells securities exempted pursuant to paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50):

a. The Internet site operator shall register with the bureau by filing an application for registration, accompanied by a filing fee to be determined by the bureau, that includes all of the following:

(1) That the Internet site operator is a business entity organized under the laws of this State and authorized to do business in this State;

(2) That the Internet site is being utilized to offer and sell securities pursuant to the exemption under paragraph (14) of subsection (b) of section 3 of P.L.1967, c.93 (C.49:3-50);

(3) The identity and location of, and contact information for, the Internet site operator; and

(4) Except as provided in subsections b. and c. of this section, that the Internet site operator is registered as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.).

If any change occurs in the information that an Internet site operator submits to the bureau pursuant to this subsection, the Internet site operator shall notify the bureau of the change within 30 days after the change occurs.

b. The Internet site operator shall not be required to register as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.) if all of the following apply with respect to the Internet site and its operator:

(1) It does not offer investment advice or recommendations;

(2) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the Internet site;

(3) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the Internet site;

(4) It is not compensated based on the amount of securities sold, and it does not hold, manage, possess, or otherwise handle investor funds or securities;

(5) The fee it charges an issuer for an offering of securities on the Internet site is a fixed amount for each offering, a variable amount based on the length of time that the securities are offered on the Internet site, or a combination of such fixed and variable amounts;

(6) It does not identify, promote, or otherwise refer to any individual security offered on the Internet site in any advertising for the Internet site;

(7) It does not engage in other activities the bureau determines to be prohibited; and

(8) Neither the Internet site operator, nor any director, executive officer, general partner, managing member, or other person with management authority over the Internet site operator, has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506 (d) (1) adopted under the "Securities Act of 1933" (17 C.F.R. s.230.506(d)(1)) that would disqualify an issuer under Rule 506 (d) adopted under the "Securities Act of 1933" (17 C.F.R. s.230.506(d)) from claiming an exemption specified in Rule 506 (a) to (c) adopted under the "Securities Act of 1933" (17 C.F.R. ss.230.506(a) to (c)).

c. The Internet site operator is not required to register as a broker-dealer under P.L.1967, c.93 (C.49:3-47 et seq.) if the Internet site operator is registered as a broker-dealer under the "Securities Exchange Act of 1934" (15 U.S.C. s.78o) or is a funding portal registered under the "Securities Act of 1933" (15 U.S.C. s.77d) and the Securities and Exchange Commission has adopted rules under authority of section 3 (h) of the "Securities Exchange Act of 1934" (15 U.S.C. s.78c(h)) and Pub.L. 112-106, section 304, governing funding portals, and the Internet site operator files with the bureau chief those documents filed with the Securities and Exchange Commission that the bureau chief may by rule or otherwise require, and the Internet site operator consents to service or process and pays a fee to be established by the bureau. Nothing in this section shall be construed to require an Internet site operator to register as a broker-dealer under the "Securities Exchange Act of 1934" or as a funding portal under the "Securities Act of 1933."

d. The issuer and the Internet site operator shall maintain records of all offers and sales of securities effected through the Internet site and shall provide ready access to the records to the bureau, upon request. The bureau may access, inspect, and review any Internet site registered under this section as well as its records.

e. Notwithstanding any law or regulation to the contrary, if the Securities and Exchange Commission adopts rules under authority of section 3(h) of the "Securities Exchange Act of 1934" (15 U.S.C. s.78c (h)) and Pub.L. 112-106, section 304, that authorize funding portals to receive commissions without registering as broker-dealers under the "Securities Exchange Act of 1934," the bureau may promulgate rules authorizing Internet site operators registered with the bureau pursuant to this section to receive commissions without registering as broker-dealers.

L.2015, c.128, s.4.