No such registration or permit shall be required as to:

A. isolated sales of securities in private transactions, whether or not effected through a broker-dealer;

B. non-issuer distribution of an outstanding security by a registered broker-dealer;

C. transactions in due and regular discharge of responsibilities and duties by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian or conservator;

D. securities distributed to existing holders of securities of the distributing entity as a dividend, stock split or reverse stock split, paid in whole or in part in such distributed securities;

E. securities distributed to existing holders of securities of the distributing entity without payment of additional consideration pursuant to a right of conversion, or exchange, or pursuant to reclassification, recapitalization, reorganization, sale of assets, or liquidation of the distributing entity;

F. offer and sale of securities by a newly-formed domestic corporation not involving a public offering and so offered and sold to not over twenty-five (25) persons if:

(1) upon completion of such offering and sale the domestic corporation has not in excess of twenty-five (25) security holders;

(2) all purchasers of the securities do so for investment purposes only and not with a view to further distribution, and so declare in writing to the domestic corporation;

(3) no commission or other compensation is paid or to be paid in connection with any such sale; and

(4) prior to any such offer and sale the domestic corporation files with the superintendent in writing the plan, purposes, and manner of conduct of the proposed offer and sale, uses to be made of proceeds thereof, and information in writing proposed to be given offerees, and such filing is not disapproved by the superintendent within twenty (20) days after filing. The superintendent may disapprove the filing upon reasonable grounds. Failure of the superintendent so to disapprove shall not be deemed, inferred, or represented to be an approval of the proposal;

G. sales of securities by an insurance holding corporation for purposes which do not include the financing, directly or indirectly, of an insurer;

H. securities issued or proposed to be issued pursuant to any merger, consolidation, bulk reinsurance, conversion, or mutualization approved by the superintendent under Article 34 [Chapter 59A, Article 34 NMSA 1978] (domestic stock and mutual insurers) of the Insurance Code; or

I. fractional share interests in stock of the issuer offered and sold for purpose of rounding out to whole shares in connection with any stock dividend or other distribution of shares to existing security holders of the issuer.

History: Laws 1984, ch. 127, § 596.