Sec. 3 AAC 08.880 - Website operated by third party

ยง 3 AAC 08.880. Website operated by third party

(a) An issuer relying on the exemption in AS 45.55.175 may use a website operated by a third patty to advertise securities. A third-party website shall

(1) be operated by an entity that

(A) has its principal place of business in this state;

(B) is incorporated or organized in this state; and

(C) has an active business license issued under AS 43.70;

(2) provide a disclaimer on its website explaining that access to securities offerings on the third-party website is limited to residents of this state only and that offers and sales of securities are limited to residents of this state only;

(3) require an affirmative representation by a visitor to the third-party website that the visitor is a resident of this state before the visitor can view securities-related advertising materials on the third-party website;

(4) maintain and preserve the following records for a period of five years from the date of the document or communication:

(A) records of any compensation received for acting as a third-party website, including the name of the payor, the date of the payment, and the name of the issuer;

(B) any agreement or contract between the third-party website and an issuer;

(C) any correspondence or other communications with issuers; and

(D) ledgers or other records that reflect all assets and liabilities, income and expense, and capital accounts;

(5) file with the administrator a notice form as prescribed by the administrator and pay the filing fee required by 3 AAC 08.920(a)(14); and

(6) update any material change on the third-party website notice form and file it with the administrator not later than 30 days from the date of the change.

(b) A third-party website may not

(1) solicit, sell, or effect transactions in securities unless it is a registered brokerdealer under AS 45.55.030 or a funding portal as defined by 17 C.F.R. 227.300(c)(2), as revised as of May 16, 2016 and adopted by reference;

(2) offer investment advice or recommendations;

(3) compensate employees, agents, or other persons for the solicitation of securities or based on the sale of securities displayed or referenced on the third-party website;

(4) hold, manage, possess, or otherwise handle investor funds or securities;

(5) be affiliated with or under common control with an issuer whose securities appear on the third-party website;

(6) hold a financial interest in an issuer as compensation for services provided to or on behalf of an issuer; or

(7) employ a director, officer, controlling person, or any affiliated person having management authority over the third-party website who has been the subject of any disqualifier described in the regulations adopted under 15 U.S.C.78 c(a)(39).

(c) Records of a third-party website under this section are subject to reasonable periodic, special, or other examination by the administrator, as the administrator considers necessary or appropriate in the public interest or for the protection of investors. An audit or examination may be made at any time and without prior notice and the administrator may charge a fee associated with the examination as described in 3 AAC 08.015(b).

(d) A third-party website notice filing under this section expires on December 31 of each year and must be renewed by filing an updated notice form and the annual fee with the administrator in order to continue operating as a third-party website.

(Eff. 11/26/2016, Register 220, January 2017)

Authority: AS 45.55.175

AS 45.55.910

AS 45 .55.915

AS 45.55.950

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