The Uniform Securities Act (USA) is a model law drafted by NASAA (North American Securities Administrators Association) and adopted — with state-specific variations — by most U.S. states as the framework for state securities regulation ("blue-sky laws").
Three core pillars:
1. Registration of securities — state-level registration requirements for securities offerings (unless exempt). 2. Registration of broker-dealers and agents — state licensing requirements for firms and reps operating in the state. 3. Registration of investment advisers and IARs — state-level registration for advisers below federal AUM thresholds.
State registration methods for securities: - Registration by coordination — used alongside a federal (SEC) registration; effective when federal registration becomes effective. - Registration by qualification — full state review; used when no federal registration (e.g., intrastate offerings). - Registration by filing (notice filing) — used for "covered securities" (e.g., Reg D Rule 506, NYSE-listed securities); state only requires notice and fee.
State Administrator powers: Investigate, issue subpoenas, deny/suspend/revoke registrations, seek injunctions, impose civil penalties, and refer criminal cases.
Key exemptions under the USA: - U.S. government and agency securities. - Municipal securities. - Securities listed on major national exchanges. - Securities issued by banks, savings institutions.
> Exam tip: The Series 63 and Series 65/66 exams test the USA extensively. Know the three registration methods (coordination, qualification, filing) and who is exempt from registration as a BD, agent, or IA.