Sec. 36b-21. (Formerly Sec. 36-490). Exemption of certain securities and transactions. Denial or revocation of exemption.
Sec. 36b-21. (Formerly Sec. 36-490). Exemption of certain securities and
transactions. Denial or revocation of exemption. (a) The following securities are
exempted from sections 36b-16 and 36b-22: (1) Any security including a revenue obligation issued or guaranteed by the United States, any state, any political subdivision of a
state, or any agency or corporate or other instrumentality of one or more of the foregoing;
or any certificate of deposit for any of the foregoing; (2) any security issued or guaranteed
by Canada, any Canadian province, any political subdivision of any such province, any
agency or corporate or other instrumentality of one or more of the foregoing, or any
other foreign government with which the United States currently maintains diplomatic
relations, if the security is recognized as a valid obligation by the issuer or guarantor;
(3) any security that is not a "covered security" under Sections 3(a)(2) and 18(b)(4)(C)
of the Securities Act of 1933 and that is issued by and represents or will represent an
interest in or a debt of, or guaranteed by, any international banking institution, any bank,
savings bank or savings and loan association organized under the laws of the United
States, or any bank, savings institution or trust company organized and supervised under
the laws of any state; (4) any security issued by and representing or that will represent
an interest in or a debt of, or guaranteed by, any federal savings and loan association,
or any savings and loan or similar association organized under the laws of any state; (5)
any security issued by and representing an interest in or a debt of, or guaranteed by, any
insurance company organized under the laws of any state and authorized to do business
in this state; (6) any security issued or guaranteed by any federal credit union or any
credit union, industrial loan association or similar association organized and supervised
under the laws of this state; (7) any security issued or guaranteed by any railroad, other
common carrier, public utility or public utility holding company that is (A) regulated
with respect to its rates and charges by the United States or any state; (B) a public utility
holding company registered under the Public Utility Holding Company Act of 1935 or
a subsidiary of such a registered holding company within the meaning of said act; or
(C) regulated with respect to the issuance or guarantee of the security by the United
States, any state, Canada or any Canadian province or territory; (8) (A) any security
appearing on the list of over-the-counter and foreign securities approved for margin by
the Board of Governors of the Federal Reserve System which is not otherwise a covered
security, (B) any warrant or right to purchase or subscribe to any security described in
subparagraph (A) of this subdivision, and (C) any warrant or right to purchase or subscribe to any security listed or approved for listing upon notice of issuance on (i) the
New York Stock Exchange, the American Stock Exchange, the Chicago Board Options
Exchange and such other securities exchanges as may be designated by the commissioner from time to time, (ii) the list of over-the-counter securities approved for margin
by the Board of Governors of the Federal Reserve System where such security is a
covered security, or (iii) the national market system of the National Association of
Securities Dealers Automated Quotation System established pursuant to the Securities
Exchange Act of 1934; (9) any security issued by any person organized and operated
not for private profit but exclusively for religious, educational, benevolent, charitable,
fraternal, social, athletic or reformatory purposes, or as a chamber of commerce or trade
or professional association; (10) any commercial paper which arises out of a current
transaction or the proceeds of which have been or are to be used for current transactions,
and which evidences an obligation to pay cash within nine months of the date of issuance,
exclusive of days of grace, or any renewal of such paper which is likewise limited, or
any guarantee of such paper or of any such renewal; (11) any security issued in connection with an employees' stock purchase, stock option, savings, pension, profit-sharing or
similar benefit plan; (12) any security issued by any cooperative apartment corporation
incorporated under the laws of this state, located in and operating wholly within the
borders of this state, in conjunction with the execution of proprietary leases; (13) any
security issued by any person, organized and located in this state and operating exclusively for the purpose of promoting the industrial or commercial development of this
state, or such development of any political subdivision thereof or such development
of any regional planning area within this state, if such persons are approved by the
Commissioner of Economic and Community Development and such approval has been
certified, in writing, by said Commissioner of Economic and Community Development
to the commissioner; such approval and certification shall be conclusive as to the nature
and purpose of such person; (14) any security issued by the Connecticut Development
Credit Corporation; (15) any security issued by any nonstock corporation, which is
incorporated under the laws of this state as a cooperative marketing corporation and
has its principal place of business in this state, and which is a farmers' cooperative
organization, as defined in Section 521 of the Internal Revenue Code of 1986, or any
subsequent corresponding internal revenue code of the United States, as from time to
time amended, if such corporation has been certified, in writing, by the Connecticut
Department of Agriculture to the commissioner to be a bona fide cooperative marketing
corporation; such certification shall be conclusive as to the nature and purpose of such
corporation; (16) any security issued by all cooperative associations organized or existing under chapter 595; (17) any security issued by any person organized, located and
operating within or from the borders of this state, when selling or offering for sale an
interest in real estate limited partnerships or real estate syndications exclusively, if such
person has obtained a permit from the Real Estate Commission; (18) any security which,
prior to or within sixty days after October 1, 1977, has been sold or disposed of by the
issuer or bona fide offered to the public, but this exemption shall not apply to any new
offer of any such security by an issuer or underwriter subsequent to such sixty days;
(19) any interest or participation in any common trust fund or similar fund established
and maintained by a bank, or by one or more banks under common control as otherwise
authorized by general statute, exclusively for the collective investment and reinvestment
of assets contributed thereto by such bank in its fiduciary capacity; (20) any security
issued by a worker cooperative corporation formed under the provisions of sections 33-418f to 33-418o, inclusive; (21) an equipment trust certificate with respect to equipment
leased or conditionally sold to a person, if any security issued by the person would be
exempt under this section or would be a "covered security" under Section 18(b)(1) of the
Securities Act of 1933; and (22) any other security that the commissioner may exempt,
conditionally or unconditionally, on a finding that registration is not necessary or appropriate in the public interest or for the protection of investors.
(b) The following transactions are exempted from sections 36b-16 and 36b-22: (1)
Any isolated nonissuer transaction, whether effected through a broker-dealer or not; (2)
any nonissuer transaction by a registered agent of a registered broker-dealer in a security
of a class that has been outstanding in the hands of the public for at least ninety days
provided, at the time of the transaction: (A) The security is sold at a price reasonably
related to the current market price of the security; (B) the security does not constitute
the whole or part of an unsold allotment to, or a subscription or participation by, the
broker-dealer as an underwriter of the security; (C) a nationally recognized securities
manual contains (i) a description of the business and operations of the issuer; (ii) the
names of the issuer's officers and directors or, in the case of a non-United States issuer,
the corporate equivalents of such persons in the issuer's country of domicile; (iii) an
audited balance sheet of the issuer as of a date within eighteen months, or in the case
of a reorganization or merger where the parties to the reorganization or merger had such
audited balance sheet, a pro forma balance sheet; and (iv) an audited income statement
for each of the issuer's immediately preceding two fiscal years, or for the period of
existence of the issuer, if in existence for less than two years, or in the case of a reorganization or merger where the parties to the reorganization or merger had such audited
income statement, a pro forma income statement; and (D) the issuer of the security has
a class of equity securities listed on a national securities exchange registered under the
Securities Exchange Act of 1934, or designated for trading on the National Association
of Securities Dealers Automated Quotation System, unless the issuer, including any
predecessors of the issuer (i) has been engaged in continuous business for at least three
years or (ii) has total assets of at least two million dollars based on an audited balance
sheet of the issuer as of a date within eighteen months, or in the case of a reorganization
or merger where the parties to the reorganization or merger had such audited balance
sheet, a pro forma balance sheet. The exemption in this subdivision shall not be available
for any distribution of securities issued by a blank check company, shell company,
dormant company or any issuer that has been merged or consolidated with or has bought
out a blank check company, shell company or dormant company unless the issuer or
any predecessor has continuously operated its business for at least the preceding five
years and has had gross operating revenue in each of the preceding five years, including
gross operating revenue of at least five hundred thousand dollars per year in three of
the preceding five years; (3) any nonissuer distribution of an outstanding security if the
security has a fixed maturity or a fixed interest or dividend provision and there has been
no default during the current fiscal year or within the three preceding fiscal years, or
during the existence of the issuer and any predecessors if less than three years, in the
payment of principal, interest or dividends on the security; (4) any nonissuer transaction
effected by or through a registered broker-dealer pursuant to an unsolicited order or
offer to buy; but the commissioner may by regulation require that the customer acknowledge upon a specified form that the sale was unsolicited, and that a signed copy of
each such form be preserved by the broker-dealer for a specified period or that the
confirmation delivered to the purchaser or a memorandum delivered in connection therewith shall confirm that such purchase was unsolicited by the broker-dealer or any agent
of the broker-dealer; (5) any transaction between the issuer or other person on whose
behalf the offering is made and an underwriter, or among underwriters; (6) any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage
or deed of trust or by an agreement for the sale of real estate or chattels, if the entire
mortgage, deed of trust or agreement, together with all the bonds or other evidences of
indebtedness secured thereby, is offered and sold as a unit; (7) any transaction by an
executor, administrator, state marshal, marshal, receiver, trustee in bankruptcy, creditors' committee in a proceeding under the Bankruptcy Act, guardian or conservator; (8)
any transaction executed by a bona fide pledgee without any purpose of evading sections
36b-2 to 36b-33, inclusive; (9) any offer or sale to a bank and trust company, a national
banking association, a savings bank, a savings and loan association, a federal savings
and loan association, a federal savings bank, a credit union, a federal credit union, trust
company, insurance company, investment company as defined in the Investment Company Act of 1940, pension or profit-sharing trust, or other financial institution or institutional buyer, or to a broker-dealer, whether the purchaser is acting for itself or in some
fiduciary capacity; (10) (A) subject to the provisions of this subdivision, any transaction
not involving a public offering within the meaning of Section 4(2) of the Securities
Act of 1933, but not including any transaction specified in the rules and regulations
thereunder. (B) Subject to the provisions of this subdivision, any transaction made in
accordance with the uniform exemption from registration for small issuers authorized
in Section 19(d)(3)(C) of the Securities Act of 1933. (C) The exemptions set forth in
subparagraphs (A) and (B) of this subdivision shall not be available for transactions in
securities issued by any blank check company, shell company or dormant company.
(D) The exemptions set forth in subparagraphs (A) and (B) of this subdivision may,
with respect to any security or transaction or any type of security or transaction, be
modified, withdrawn, further conditioned or waived as to conditions, in whole or in
part, conditionally or unconditionally, by the commissioner, acting by regulation, rule
or order, on a finding that such regulation, rule or order is necessary or appropriate in
the public interest or for the protection of investors. (E) A nonrefundable fee of one
hundred fifty dollars shall accompany any filing made with the commissioner pursuant
to this subdivision; (11) any offer or sale of a preorganization certificate or subscription
if (A) no commission or other remuneration is paid or given directly or indirectly for
soliciting any prospective subscriber, (B) the number of subscribers does not exceed
ten, and (C) no payment is made by any subscriber; (12) any transaction pursuant to an
offer to existing security holders of the issuer, including persons who at the time of the
transaction are holders of convertible securities, nontransferable warrants or transferable
warrants exercisable within not more than ninety days of their issuance, if (A) no commission or other remuneration other than a standby commission is paid or given directly
or indirectly for soliciting any security holder in this state, or (B) the issuer first files
a notice, in such form and containing such information as the commissioner may by
regulation prescribe, specifying the terms of the offer and the commissioner does not
by order disallow the exemption within the next ten full business days; (13) any offer,
but not a sale, of a security for which registration statements have been filed under both
sections 36b-2 to 36b-33, inclusive, and the Securities Act of 1933, if no stop order or
refusal order is in effect and no public proceeding or examination looking toward such
an order is pending under either said sections or the Securities Act of 1933; (14) any
transaction exempt under Section 4(6) of the Securities Act of 1933, and the rules and
regulations thereunder. The issuer shall, prior to the first sale, file with the commissioner
a notice, in such form and containing such information as the commissioner may by
regulation, rule or order prescribe. A nonrefundable fee of one hundred fifty dollars
shall accompany any such filing made pursuant to this subdivision; (15) any transaction
if all the following conditions are satisfied: (A) The offer and sale is effectuated by the
issuer of the security; (B) the total number of purchasers of all securities of the issuer
does not exceed ten. A subsequent sale of securities that (i) is registered under sections
36b-2 to 36b-33, inclusive, (ii) is sold pursuant to an exemption under said sections
other than this subdivision, or (iii) involves covered securities, shall not be integrated
with a sale pursuant to this exemption in computing the number of purchasers hereunder.
For the purpose of this subdivision, each of the following is deemed to be a single
purchaser of a security: A husband and wife, a child and the parent or guardian of
such child when the parent or guardian holds the security for the benefit of the child, a
corporation, a partnership, an association or other unincorporated entity, a joint stock
company or a trust, but only if the corporation, partnership, association, unincorporated
entity, joint stock company or trust was not formed for the purpose of purchasing the
security; (C) no advertisement, article, notice or other communication published in any
newspaper, magazine or similar medium, broadcast over television or radio or communicated by other electronic means or any other general solicitation is used in connection
with the sale; and (D) no commission, discount or other remuneration is paid or given
directly or indirectly in connection with the offer and sale, and the total expenses, excluding legal and accounting fees, in connection with the offer and sale do not exceed one
per cent of the total sales price of the securities. For purposes of this subdivision, a
difference in the purchase price among the purchasers shall not, in and of itself, be
deemed to constitute indirect remuneration; (16) any transaction exempt under Rule
701, 17 CFR Section 230.701 promulgated under Section 3(b) of the Securities Act of
1933; and (17) any other transaction that the commissioner may exempt, conditionally
or unconditionally, on a finding that registration is not necessary or appropriate in the
public interest or for the protection of investors.
(c) (1) Any person who offers or sells a security that is a covered security under
Section 18(b)(2) of the Securities Act of 1933 shall file with the commissioner, or with
any other depository that the commissioner may designate by regulation or order, a
notice for each series or portfolio prior to the initial offer of such security in this state,
provided such notice requirement does not apply to any offer or sale described in subdivision (9) or (12) of subsection (b) of this section. The notice shall contain such information
as the commissioner may require and shall be accompanied by a consent to service of
process as required by subsection (g) of section 36b-33 and a nonrefundable fee of five
hundred dollars; (2) any notice filed pursuant to this subsection relating to a security
issued by a face-amount certificate company or unit investment trust, as such terms are
defined in the Investment Company Act of 1940, shall be valid for a period of one year
from the date that such security is declared effective by the Securities and Exchange
Commission, without limitation as to the number of shares or aggregate amount. Such
notice may be renewed annually thereafter upon submission of such information as the
commissioner may require, not earlier than thirty days nor later than five days prior
to the date upon which such previously filed notice is due to expire, together with a
nonrefundable fee of five hundred dollars; (3) any notice filed pursuant to this subsection
relating to a redeemable security issued by an open-end management company, as defined in the Investment Company Act of 1940, shall be valid until December thirty-first
of the calendar year in which it was first filed, without limitation as to the number
of shares or aggregate amount. Such notice may be renewed annually thereafter upon
submission of such information as the commissioner may require together with a nonrefundable fee of five hundred dollars.
(d) Any person who offers or sells a security that is a covered security under Section
18(b)(3) of the Securities Act of 1933 shall file a consent to service of process with the
commissioner as required by subsection (g) of section 36b-33 prior to the first offer or
sale of such security in this state.
(e) Any person who offers or sells a security that is a covered security under Section
18(b)(4)(D) of the Securities Act of 1933 shall file a notice with the commissioner within
fifteen days after the first sale of such a security in this state. Such notice shall contain
such information as the commissioner may require and shall be accompanied by a consent to service of process as required by subsection (g) of section 36b-33 and a nonrefundable fee of one hundred fifty dollars.
(f) The commissioner may by order (1) deny or revoke any exemption specified in
subdivision (9) or (11) of subsection (a) of this section or in subsection (b) of this section
with respect to a specific security or transaction, (2) suspend the offer or sale of a covered
security in this state if any person who offers a covered security fails to comply with
any of the requirements set forth in subsections (c), (d) or (e) of this section, or (3)
require any person who offers a covered security in this state and refuses to pay any fee
required by subsections (c) or (e) of this section to register such security pursuant to
section 36b-16. For purposes of this subsection, a delay in the payment of a fee or
underpayment of a fee that is promptly remedied shall not constitute a refusal to pay
such fee. No such order may be entered without appropriate prior notice to all interested
parties, opportunity for hearing and written findings of fact and conclusions of law,
except that the commissioner may by order summarily deny or revoke any of the specified exemptions or summarily suspend the offer or sale of any covered security subject
to any of the requirements set forth in subsections (c), (d) or (e) of this section pending
final determination of any proceeding under this subsection. Upon the entry of a summary order, the commissioner shall promptly notify all interested parties that it has been
entered and of the reasons therefor and that within fifteen days of the receipt of a written
request the matter will be set down for hearing. If no hearing is requested and none is
ordered by the commissioner, the order will remain in effect until it is modified or
vacated by the commissioner. If a hearing is requested or ordered, the commissioner
after notice of, and opportunity for, hearing to all interested persons may modify or
vacate the order or extend it until final determination. No order under this subsection
may operate retroactively. No person may be considered to have violated sections 36b-16 and 36b-22 by reason of any offer or sale effected after the entry of an order under
this subsection if such person sustains the burden of proof that such person did not know,
and in the exercise of reasonable care could not have known, of the order.
(g) In any proceeding under sections 36b-2 to 36b-33, inclusive, the burden of proving an exemption, preemption, exclusion or an exception from a definition is upon the
person claiming it.
(P.A. 77-482, S. 22; 77-614, S. 284, 587, 610; P.A. 78-34, S. 6, 7, 17; 78-303, S. 85, 136; P.A. 79-396, S. 6, 11; P.A.
80-88, S. 6, 7, 12; P.A. 81-292, S. 10; P.A. 82-149, S. 12, 13, 16; P.A. 83-368, S. 8, 11; 83-587, S. 53, 96; P.A. 84-430,
S. 13, 14; 84-546, S. 91, 173; P.A. 85-169, S. 9, 11; P.A. 88-150, S. 6; 88-208, S. 3; P.A. 89-211, S. 42; P.A. 91-145, S.
6; P.A. 92-89, S. 12, 20; P.A. 93-157, S. 3, 4; P.A. 95-250, S. 1.; P.A. 96-192, S. 6; 96-211, S. 1, 5, 6; 96-222, S. 22, 41;
P.A. 97-220, S. 11, 15; P.A. 98-162, S. 6, 7; P.A. 99-38, S. 4; P.A. 00-99, S. 82, 154; P.A. 01-195, S. 24, 181; June 30 Sp.
Sess. P.A. 03-6, S. 146(f); P.A. 04-45, S. 5; 04-189, S. 1; P.A. 05-177, S. 6.)
History: P.A. 77-614 and P.A. 78-303 replaced commissioner of commerce with commissioner of economic development, effective January 1, 1979; P.A. 78-34 referred to securities exchanges designated by commission where previously
specific regional exchanges were listed in Subsec. (a)(8), deleted notice requirements in Subsec. (a)(11), rephrased Subsec.
(a)(17), substituted "offer" for "offering" in (a)(18), added (a)(19), included creditor's committees in Subsec. (b)(6),
clarified applicable banks and savings institutions in (b)(8), rewrote (b)(9) and replaced "securities not involving the issuer
of the securities, an affiliate of such issuer or an underwriter of the securities" with specified exempt securities in (b)(13);
P.A. 79-396 added reference to Securities Act in Subsec. (b)(12) and to rules and regulations under said act in (b)(13);
P.A. 80-88 substituted reference to Securities Act for detailed provisions re transactions in Subsec. (b)(9)(B); P.A. 81-292
amended Subsec. (a) by deleting in Subdiv. (3) "except for equity securities and debt securities subordinated to the deposits
of such banks, savings institutions or trust companies", deleting in Subdiv. (4) "except for equity securities and debt
securities subordinated to the deposits of such associations" and adding Subdiv. (20) allowing for exemption of any security
by the commissioner where registration is not necessary or appropriate; P.A. 82-149 amended Subsec. (a)(4) by deleting
requirement that an association organized under the laws of any state is "authorized to do business in this state", amended
Subsec. (a)(11) by exempting from registration securities issued in connection with an employee stock option plan, amended
Subsec. (b)(9)(B) by exempting certain transactions authorized by federal law, amended Subsec. (b)(11) by increasing
from five to ten business days the period during which the commissioner may disallow the exemption and by specifying
that the commissioner may prescribe the form and content of the notice, and inserting a new Subdiv. (14) exempting small
transactions; P.A. 83-368 amended Subsec. (b)(9) to establish a $25 filing fee for filings pursuant to Subdiv. (9)(C) of the
subsection; P.A. 83-587 made technical change in Subsec. (a)(1); P.A. 84-430 amended Subsec. (a) to include within the
list of exemptions any security issued by a worker cooperative corporation; P.A. 84-546 made technical change in Subsec.
(a); P.A. 85-169 amended Subsec. (b) to make technical changes; P.A. 88-150 amended Subsec. (b) by increasing the
license fee to $100; P.A. 88-208 made a technical change in Subsec. (a)(5) and amended Subsec. (a)(8) by adding the
requirement re availability of quotations and public trading having taken place prior to the offer or sale of the security;
P.A. 89-211 clarified reference to the Internal Revenue Code of 1986; P.A. 91-145 amended Subsec. (a) by adding securities
listed on the Chicago Board Options Exchange and securities designated as a national market system security to Subdiv.
(8); P.A. 92-89 increased the filing fee in Subsec. (b)(9) from $100 to $150; P.A. 93-157 amended Subsec. (b) by excluding
a blank check company, shell company, dormant company or any issuer that has been merged or consolidated from certain
allowable exemptions and made certain technical changes for accuracy, effective July 1, 1993; Sec. 36-490 transferred to
Sec. 36b-21 in 1995; P.A. 95-250 and P.A. 96-211 replaced Commissioner and Department of Economic Development
with Commissioner and Department of Economic and Community Development; P.A. 96-192 deleted references to commissioner's acting "by regulation or order" and "by regulation, rule or order" in Subsecs. (a) and (b), respectively, and
amended Subdiv. (b)(2) re issuers in operation at least five years with the required revenue; P.A. 96-222 amended Subsec.
(a)(7) to insert "or its successor agency" after "Interstate Commerce Commission", effective July 1, 1996; P.A. 97-220
amended Subsec. (a)(8) re warrants or rights to purchase or subscribe to certain listed securities, amended Subsec. (b)(9)(A)
re exemption for transactions not involving a public offering under Sec. 4(2) of the Securities Act of 1933 and not specified
in the rules and regulations thereunder, amended Subsec. (b)(13) by deleting references to Secs. 4(1) and 4(4) of the
Securities Act of 1933, amended Subsec. (b)(14) to add exemption for transactions involving covered securities, added
new Subsecs. (c), (d) and (e) re offer or sale of covered securities, redesignated former Subsecs. (c) and (d) as Subsecs.
(f) and (g), amended Subsec. (f) by adding provisions re covered securities and made technical changes, effective July 1,
1997; P.A. 98-162 amended Subsec. (a)(8) by adding new Subparas. (A) and (B) re over-the-counter and foreign securities
approved for margin, and by designating existing provisions as Subpara. (C) and adding provision re covered security and
amended Subsec. (b)(2) by adding new provisions re nonissuer transactions by a registered agent of a registered broker-dealer in an outstanding security, by designating new Subdiv. (3) re nonissuer distribution of an outstanding security, by
redesignating existing Subdivs. (3) to (14) as Subdivs. (4) to (15), by adding new Subdiv. (16) re transactions exempt under
Rule 701, by redesignating existing Subdiv. (15) as Subdiv. (17), and by making technical changes; P.A. 99-38 amended
Subsec. (b)(2) by adding provision re non-United-States issuer in Subpara. (C)(ii), adding "immediately" in Subpara.
(C)(iv), and adding provisions re continuous business and total assets in Subpara. (D), and amended Subsec. (c)(1) by
adding provisions re filing notice with depository designated by the commissioner and exception for offer or sale described
in Subsec. (b)(9) or (10); P.A. 00-99 replaced reference to sheriff with state marshal in Subsec. (b)(7), effective December
1, 2000; P.A. 01-195 made technical changes in Subsec. (b)(10) and (15), effective July 11, 2001; June 30 Sp. Sess. P.A.
03-6 replaced Department of Agriculture with Department of Agriculture and Consumer Protection, effective July 1, 2004;
P.A. 04-45 amended Subsec. (b) to make a technical change in Subdiv. (10)(B) and to provide that the $150 fee be
nonrefundable in Subdivs. (10)(E) and (14); P.A. 04-189 repealed Sec. 146 of June 30 Sp. Sess. P.A. 03-6, thereby reversing
the merger of the Departments of Agriculture and Consumer Protection, effective June 1, 2004; P.A. 05-177 amended
Subsec. (a)(3) to exempt any security that is not a "covered security" under Secs. 3(a)(2) and 18(b)(4)(C) of the Securities
Act of 1933 that represents or will represent an interest in or a debt of, or guaranteed by, any international banking institution,
savings bank or savings and loan association, amended Subsec. (a)(4) to insert "or that will represent", amended Subsec.
(a)(7) to provide that exemption applies to any security issued or guaranteed by any public utility holding company, in
lieu of holding company, that is regulated with respect to its rates and charges by the United States or any state, to make
conforming changes and to insert "or territory", amended Subsec. (a)(21) to insert new exemption re equipment trust
certificate, redesignating existing Subdiv. (21) as Subdiv. (22), amended Subsec. (b)(9) to insert "a federal savings bank",
amended Subsec. (b)(15)(C) to include reference to communication by other electronic means, amended Subsec. (g) to
provide that burden of proving preemption or exclusion is upon the person claiming it, and made technical changes.
Annotations to former section 36-490:
Subsec. (b):
Subdiv. (9) cited. 44 CS 72.
Subsec. (c):
Cited. 215 C. 277.
Subsec. (g):
Exemption from securities registration requirement is an affirmative defense to charge of selling unregistered securities
under Sec. 36b-16 and this Subsec. expressly places burden of proving an exemption on the person claiming it; existence
and applicability of an exemption does not negate any essential element of the crime that state has the burden of proving
beyond a reasonable doubt in order to convict, and requiring defendant to bear burden of proving that affirmative defense
by a preponderance of the evidence does not violate defendant's right to due process. 256 C. 313.