Senate
File
2275
-
Introduced
SENATE
FILE
2275
BY
COMMITTEE
ON
COMMERCE
(SUCCESSOR
TO
SSB
3129)
(COMPANION
TO
HF
2239
BY
COMMITTEE
ON
COMMERCE)
A
BILL
FOR
An
Act
relating
to
noninsurance
business
transactions
regulated
1
by
the
insurance
division
of
the
department
of
commerce,
2
by
providing
for
regulated
securities
and
exchanges,
and
3
financial
records
associated
with
the
sale
of
cemetery
and
4
funeral
merchandise
and
services.
5
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
6
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DIVISION
I
1
IOWA
UNIFORM
SECURITIES
ACT
2
Section
1.
Section
502.202,
subsection
2,
paragraph
e,
3
subparagraph
(1),
Code
2018,
is
amended
to
read
as
follows:
4
(1)
The
issuer
of
the
security
has
a
class
of
equity
5
securities
listed
on
a
national
securities
exchange
registered
6
under
section
6
of
the
Securities
Exchange
Act
of
1934
7
or
designated
for
trading
on
the
national
association
of
8
securities
dealers
automated
quotation
system
.
9
Sec.
2.
Section
502.202,
subsection
24,
paragraph
a,
Code
10
2018,
is
amended
to
read
as
follows:
11
a.
Definitions.
As
used
in
this
subsection
,
unless
the
12
context
otherwise
requires:
13
(1)
“Intermediary”
means
a
any
of
the
following:
14
(a)
A
broker-dealer
that
is
subject
to
the
registration
15
requirements
of
section
502.401
and
that
facilitates
the
offer
16
and
sale
of
securities
by
issuers
to
investors
through
an
17
internet-based
system
that
is
open
to
and
accessible
by
the
18
general
public.
19
(b)
“Intermediary”
also
means
an
entity
registered
with
20
the
administrator
as
an
Iowa
crowdfunding
portal.
A
business
21
entity
that
is
all
of
the
following:
22
(i)
A
funding
portal
that
is
registered
with
the
securities
23
and
exchange
commission
pursuant
to
the
Securities
Act
of
1933,
24
including
as
provided
in
15
U.S.C.
§77d-1.
25
(ii)
A
member
of
the
financial
industry
regulatory
26
authority,
inc.
pursuant
to
the
Securities
Exchange
Act
of
27
1934,
including
as
provided
in
15
U.S.C.
§§78c
and
78o-3,
and
28
17
C.F.R.
§227.400.
29
(c)
A
business
entity
that
qualifies
as
an
Iowa
crowdfunding
30
portal
by
meeting
all
of
the
following
requirements:
31
(i)
Is
registered
with
the
administrator
as
required
by
the
32
administrator.
33
(ii)
Is
engaged
in
intrastate
crowdfunding
offers
and
sales
34
of
exempt
securities
in
this
state
through
an
internet
site.
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(iii)
Does
not
operate
or
facilitate
a
secondary
market
in
1
securities.
2
(2)
“Intrastate
crowdfunding”
means
the
offer
or
sale
of
3
a
security
by
an
issuer
in
a
transaction
that
is
available
4
for
purchase
only
by
an
Iowa
residents
and
by
resident
or
a
5
business
organizations
located
in,
and
organized
and
registered
6
under
the
laws
of,
entity
having
its
principal
place
of
7
business
in
this
state.
8
(3)
“Iowa
crowdfunding
portal”
means
an
entity
incorporated
9
or
organized
under
the
laws
of
this
state,
authorized
to
do
10
business
in
this
state,
and
engaged
exclusively
in
intrastate
11
crowdfunding
offers
and
sales
of
exempt
securities
in
this
12
state
through
an
internet
site
and
which
does
not
operate
or
13
facilitate
a
secondary
market
in
securities.
14
Sec.
3.
Section
502.202,
subsection
24,
paragraph
c,
Code
15
2018,
is
amended
to
read
as
follows:
16
c.
Aggregate
sales
limit.
The
aggregate
amount
of
17
securities
sold
to
all
investors
by
the
issuer
during
the
18
twelve-month
period
preceding
the
date
of
the
offer
or
sale,
19
including
any
amount
sold
in
reliance
upon
the
exemption
in
20
this
subsection
,
shall
not
exceed
one
five
million
dollars
21
other
than
either
of
the
following:
22
(1)
Securities
sold
to
Iowa
resident
institutional
23
investors.
24
(2)
Securities
sold
to
the
Iowa
resident
issuer’s
25
management.
26
Sec.
4.
Section
502.302,
subsection
3,
Code
2018,
is
amended
27
to
read
as
follows:
28
3.
Notice
filings
for
federal
covered
securities
under
29
section
18(b)(4)(D)
18(b)(4)(F)
.
With
respect
to
a
security
30
that
is
a
federal
covered
security
under
section
18(b)(4)(D)
31
18(b)(4)(F)
of
the
Securities
Act
of
1933,
15
U.S.C.
32
§77r(b)(4)(D)
§77r(b)(4)(F)
,
a
rule
under
this
chapter
may
33
require
a
notice
filing
by
or
on
behalf
of
an
issuer
to
include
34
a
copy
of
form
D,
including
the
appendix,
as
promulgated
by
the
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2275
securities
and
exchange
commission,
and
a
consent
to
service
1
of
process
complying
with
section
502.611
signed
by
the
issuer
2
not
later
than
fifteen
days
after
the
first
sale
of
the
federal
3
covered
security
in
this
state
and
the
payment
of
a
fee
of
one
4
hundred
dollars;
and
the
payment
of
a
fee
of
two
hundred
fifty
5
dollars
for
any
late
filing.
6
Sec.
5.
Section
502.406,
subsection
5,
Code
2018,
is
amended
7
to
read
as
follows:
8
5.
Additional
conditions
or
waivers.
A
rule
adopted
9
or
order
issued
under
this
chapter
may
impose
such
other
10
conditions,
not
inconsistent
with
the
National
Securities
11
Markets
Improvement
Act
of
1996.
An
order
or
rule
issued
12
under
this
chapter
may
waive,
in
whole
or
in
part,
specific
13
requirements
in
connection
with
registration
as
are
in
the
14
public
interest
and
for
the
protection
of
investors.
15
DIVISION
II
16
VIATICAL
SETTLEMENT
ACT
17
Sec.
6.
Section
508E.15,
subsection
4,
paragraph
a,
18
subparagraph
(4),
Code
2018,
is
amended
to
read
as
follows:
19
(4)
The
national
association
of
insurance
commissioners;
20
the
national
association
of
securities
dealers
the
financial
21
industry
regulatory
authority,
inc.
;
the
North
American
22
securities
administrators
association;
their
employees,
agents,
23
or
representatives;
or
other
regulatory
body
overseeing
life
24
insurance,
viatical
settlements,
securities,
or
investment
25
fraud.
26
DIVISION
III
27
IOWA
CEMETERY
AND
FUNERAL
MERCHANDISE
AND
FUNERAL
SERVICES
ACT
28
Sec.
7.
Section
523A.207,
Code
2018,
is
amended
to
read
as
29
follows:
30
523A.207
Audits
Report
by
certified
public
accountants
——
31
penalty
penalties
——
waiver
——
confidentiality
.
32
1.
A
purchase
agreement
shall
not
be
sold
or
transferred,
33
as
part
of
the
sale
of
a
business
or
the
assets
of
a
business,
34
until
an
audit
has
been
performed
by
a
certified
public
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accountant
has
completed
an
agreed-upon
procedures
engagement
1
in
accordance
with
the
attestation
standards
established
by
the
2
American
institute
of
certified
public
accountants
and
a
report
3
is
filed
with
the
commissioner
that
expresses
the
auditor’s
4
opinion
of
factual
findings
and
results
of
applying
the
5
agreed-upon
procedures
that
verifies
the
adequacy
or
inadequacy
6
of
funding
related
to
the
purchase
agreements
to
be
sold
or
7
transferred.
8
2.
If
the
buyer
of
a
purchase
agreement
sold
or
transferred
9
as
part
of
the
sale
of
a
business
or
the
assets
of
a
business,
10
fails
to
file
such
an
audit
a
report
described
in
subsection
1
,
11
the
commissioner
shall
may
suspend
the
preneed
seller’s
license
12
of
the
buyer
and
the
preneed
sales
license
of
any
sales
agent
13
in
the
employ
of
the
buyer
until
the
audit
report
is
filed.
In
14
addition,
the
commissioner
shall
may
assess
a
penalty
against
15
the
buyer
in
an
amount
up
to
one
hundred
dollars
for
each
16
day
that
the
audit
report
remains
unfiled.
The
commissioner
17
shall
allow
a
thirty-day
grace
period
after
the
date
that
a
18
purchase
agreement
is
sold
or
transferred
before
suspension
19
of
a
license
or
assessment
of
a
penalty
for
failure
to
file
20
an
audit
pursuant
to
this
subsection
the
report
.
Upon
good
21
cause,
the
commissioner
may
issue
an
order
waiving
the
report
22
requirements.
23
2.
3.
All
records
maintained
by
the
commissioner
under
24
this
section
shall
be
confidential
pursuant
to
section
22.7,
25
subsection
58
,
and
shall
not
be
made
available
for
inspection
26
or
copying
except
upon
approval
of
the
commissioner
or
the
27
attorney
general,
or
except
when
sought
by
the
preneed
seller
28
to
whom
the
records
relate.
Such
records
shall
be
privileged
29
and
confidential
in
any
judicial
or
administrative
proceeding
30
except
any
of
the
following:
31
a.
An
action
commenced
by
the
commissioner.
32
b.
An
administrative
proceeding
brought
by
the
insurance
33
division.
34
c.
An
action
or
proceeding
which
arises
out
of
the
criminal
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provisions
of
the
laws
of
this
state
or
of
the
United
States.
1
d.
An
action
brought
by
the
insurance
division
or
2
the
attorney
general
to
recover
moneys
for
embezzlement,
3
misappropriation,
or
misuse
of
trust
funds.
4
EXPLANATION
5
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
6
the
explanation’s
substance
by
the
members
of
the
general
assembly.
7
GENERAL.
This
bill
provides
for
the
regulation
of
a
number
8
of
noninsurance
business
transactions
and
associated
entities
9
by
the
insurance
division
(division)
of
the
department
of
10
commerce.
11
BLUE
SKY
LAW
——
GENERAL.
The
amended
provisions
include
12
sections
in
the
“Iowa
Uniform
Securities
Act”
which
is
13
sometimes
referred
to
as
the
“Blue
Sky
Law
(Code
chapter
14
502).
A
person
is
prohibited
from
offering
to
sell
or
selling
15
a
security
in
this
state
unless
it
is
registered
with
the
16
division,
exempt
from
registration,
or
a
federal
covered
17
security
regulated
under
federal
law
(Code
section
502.301).
18
The
bill
amends
provisions
that
are
closely
connected
to
19
two
federal
statutes:
the
“Securities
Act
of
1933”
and
the
20
“Securities
Exchange
Act
of
1934”
(for
citations,
see
Code
21
section
502.103)
as
administered
by
the
federal
securities
and
22
exchange
commission
(SEC).
The
SEC
works
in
close
cooperation
23
with
several
private
entities
including
the
financial
industry
24
regulatory
authority
(FINRA).
25
BLUE
SKY
LAW
——
CHANGE
IN
ORGANIZATION.
The
bill
strikes
26
references
to
the
national
association
of
securities
27
dealers
(NASD)
which
was
a
self-regulatory
organization
of
28
the
securities
industry
responsible
for
the
operation
and
29
regulation
of
the
NASDAQ
stock
market
and
over-the-counter
30
markets.
It
has
been
succeeded
by
FINRA,
a
not-for-profit
31
organization
recognized
by
federal
statute
to
regulate
32
broker-dealers
engaged
in
transactions
involving
the
purchase
33
and
sale
of
securities
for
their
own
account
or
for
the
account
34
of
others.
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BLUE
SKY
LAW
——
INTRASTATE
CROWDFUNDING
——
BILL’S
1
PROVISIONS.
The
bill
amends
provisions
(Code
section
2
502.202(24))
that
currently
exempt
intrastate
crowdfunding
from
3
certain
Blue
Sky
Law
requirements,
including
the
registration
4
of
securities
(Code
sections
502.301
and
502.306)
and
the
5
filing
of
sales
and
advertising
literature
(Code
section
6
502.504).
7
The
bill
revises
the
definition
of
“intermediary”
to
include
8
a
business
entity
that
satisfies
two
requirements:
(1)
be
9
registered
with
the
SEC
as
a
funding
portal
and
(2)
be
a
member
10
of
FINRA
(17
C.F.R.
§227.400).
Under
federal
law,
a
funding
11
portal
cannot
offer
investment
advice
or
recommendations
or
12
solicit
purchases
or
sales
of
securities,
or
handle
investor
13
assets
(17
U.S.C.
§78c(a)(80)).
14
Currently,
in
Iowa,
an
intermediary
is
limited
to
either
15
a
broker-dealer
registered
with
the
division
(Code
section
16
502.401)
or
a
business
entity,
such
as
a
corporation,
17
qualifying
as
an
“Iowa
crowdfunding
portal”
which
means
18
it:
(1)
is
registered
with
the
division,
(2)
is
organized
19
under
state
law,
(3)
is
engaged
exclusively
in
intrastate
20
crowdfunding
offers
and
sales
of
exempt
securities
in
this
21
state
through
an
internet
site,
and
(4)
does
not
operate
or
22
facilitate
a
secondary
market
in
securities.
The
bill
provides
23
that
an
Iowa
crowdfunding
portal
would
no
longer
be
required
to
24
be
organized
or
authorized
to
do
business
in
this
state
or
be
25
engaged
in
crowdfunding
exclusively
in
this
state.
Finally,
26
the
bill
increases
the
aggregate
amount
of
securities
that
27
could
be
sold
to
investors
by
an
issuer
acting
through
an
28
intermediary
during
the
12
months
prior
to
the
date
of
offer
or
29
sale
from
$1
million
to
$5
million.
30
BLUE
SKY
LAW
——
INTRASTATE
CROWDFUNDING.
“Crowdfunding”
31
refers
to
the
practice
of
raising
capital
to
finance
ventures
32
(e.g.,
start-ups
and
early
stage
companies)
by
attracting
33
investments
generally
from
small
contributors
purchasing
an
34
equity
position
(e.g.,
the
purchase
of
stock)
via
the
internet.
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“Intrastate
crowdfunding”
refers
to
a
securities
transaction
1
that
is:
(1)
available
for
purchase
only
by
an
Iowa
resident
2
or
business
entity
having
its
principal
place
of
business
in
3
this
state
and
(2)
made
via
an
intermediary’s
internet
site.
4
The
bill
requires
the
business
entity
maintain
its
principal
5
place
of
business
in
this
state.
6
BLUE
SKY
LAW
——
REGULATION
OF
NOTICE
FILINGS
AND
FEES.
The
7
bill
updates
a
statutory
citation
that
provides
that
the
SEC
8
form
“D”,
a
notice
of
an
exempt
offering
(17
C.F.R.
§239.500),
9
and
an
associated
fee
are
required
to
be
filed
with
the
10
division.
The
federal
“National
Securities
Markets
Improvement
11
Act
of
1996”
(Pub.
L.
No.
104-290)
amended
the
Securities
12
Act
of
1933,
by
creating
a
class
of
securities
referred
13
to
as
“covered
securities”
which
when
sold
by
a
licensed
14
broker-dealer
is
no
longer
subject
to
state
registration
but
15
may
be
subject
to
notice
filings
at
the
state
level
so
long
as
16
the
state’s
requirements
are
substantially
the
same
as
those
in
17
effect
on
September
1,
1996
(15
U.S.C.
§77r).
18
VIATICAL
SETTLEMENTS
——
CHANGE
IN
ORGANIZATION.
The
bill
19
amends
a
provision
referring
to
circumstances
in
which
a
20
person
may
be
immune
from
liability
from
an
offense
involving
21
a
fraudulent
viatical
settlement
act,
if
the
person
acting
in
22
good
faith
sends
or
receives
information
from
NASD.
The
bill
23
changes
that
organization
to
FINRA.
24
AUDIT
REQUIREMENTS
ASSOCIATED
WITH
THE
SALE
OF
CEMETERY
25
AND
FUNERAL
MERCHANDISE
AND
SERVICES.
The
bill
amends
the
26
“Iowa
Cemetery
and
Funeral
Merchandise
and
Funeral
Services
27
Act”
(Code
chapter
523A)
which
regulates
business
entities
and
28
sales
agents
offering
to
provide
cemetery
merchandise,
funeral
29
merchandise,
or
funeral
services
upon
an
individual’s
death.
30
The
bill
provides
that
when
a
purchase
agreement
is
acquired
as
31
part
of
the
sale
of
a
business
or
the
assets
of
a
business,
a
32
buyer
would
no
longer
be
required
to
comply
with
the
statute’s
33
audit
requirements.
A
requirement
for
an
audit
performed
by
a
34
certified
public
accountant
is
replaced
by
a
simpler
process
35
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S.F.
2275
of
review
referred
to
as
an
agreed-upon
procedures
engagement
1
and
accompanying
report.
In
addition,
the
division
may
waive
2
this
requirement
based
on
good
cause
(Code
section
523A.207).
3
A
purchase
agreement
refers
to
an
agreement
to
furnish
cemetery
4
merchandise,
funeral
merchandise,
and
funeral
services
which
5
may
occur
more
than
120
days
following
an
initial
payment
(Code
6
section
523A.102).
7
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