Homefor Investorsfor Industry
fillerComplaintsCorporate FinanceLicensingEnforcementSecurities Libraryfiller
Securities Library For more information
Attorney General's Opinons call the Division at (801) 530-6600

Opinions from the Utah Attorney General and the Securities Commission/Division interpreting Utah's securities laws.

NOTE: Most of these opinions are from versions of the statute no longer in effect. Readers are cautioned that the opinions in this list may have little or no precedential effect.

Subject Date Opinion/Result Source
Definition of Security
Whiskey warehouse receipts Nov. 19, 1934 Whiskey warehouse receipts are securities. A.G.
formal
Sale of mineral deeds Feb. 22, 1949 The sale of mineral rights on property is a security. A.G.
formal
Burial lots Sept. 22, 1949 An agreement to purchase burial lots and burial property is a security. A.G.
formal
Voluntary associations Dec. 19, 1949 Voluntary association securities are under the exemption provisions of the Securities Act. A.G.
formal
Memorial trust Nov. 29, 1956 Memorial trust agreement is a security under Utah law. A.G.
formal
Discount corporate membership June 23, 1958 A membership in a plan giving discount privileges is a security. A.G.
formal
Country club pledges July 9, 1958 Country club deposits and pledges are securities and are not exempt. A.G.
informal
Warrants, plans, options July 8, 1959 Warrants, plans, options and rights fit in the statutory definition of a security and must be registered, even if the common stock is listed on a responsible exchange. A.G.
formal
Promissory note Jan. 5, 1961 A promissory note meeting certain conditions is a security, but exempt from registration. A.G.
informal
Promissory note Feb. 9, 1962 Sixty-day demand notes are securities and are not exempt from registration. A.G.
formal
Prearranged funeral plans July 18, 1969 Plans that offer pre-purchase of a casket are prearranged funeral plans under the securities laws. A.G.
informal
Oil and gas leaseholds as securities Jan. 1, 1974 Offerings of oil and gas leaseholds are considered securities and people buying and selling them may be broker-dealers. Division opinion
Non-competitive oil and gas leases Mar. 25, 1974 Non-competitive oil and gas leases are securities. A.G.
informal
Real estate instruments Feb. 15, 1980 The sale of real estate mortgages and notes for profit are securities, might not qualify for exemption. A.G.
formal
Discount membership plans undated
(post 1974)
Some discount membership plans serve as an investment contract rather than a discounted means of purchasing goods and services, and are therefore classified as securities. Division opinion
Escrow
Release of officer’s stock in escrow Oct. 21, 1968 It would fulfill the intent of the statute if those wishing to purchase stock in escrow are required to escrow the same amount of stock under the same terms as those purchasing in cash. Division opinion
Escrow form letter April 16, 1969 Revised form letter concerning escrow of securities issued for intangible assets. A.G.
informal
Escrow policies May 15, 1974 Reply about commission policies on escrow withdrawals and retrieving files of the Utah Securities Commission from a court. A.G.
informal
Grave headstones and pre-need contracts July 1, 1975 The key element in selling a headstone is whether it is part of a pre-need plan, if sold separately and not under a pre-need plan, the funds do not need to be escrowed. A.G.
informal
Release of escrow June 19, 1981 Stock held in escrow under prior law is still subject to limitations imposed by the prior laws. A.G.
informal
Exchange listed securities exemption
Exemption of additional exchange listings Jan. 20, 1948 If a security is under equal supervision and regulation as the original security, the additional listing will be exempt. A.G.
formal
“Approved” for listing Nov. 4, 1949 Securities approved for listing on an exchange are not exempt from registration until actually listed. A.G.
formal
Additional   issue of stock Dec. 19, 1949 Additional issues of stock must be listed to be exempt. A.G.
formal
Warrants, plans, options July 8, 1959 Warrants, plans, options and rights fit in the statutory definition of a security and must be registered, even if the common stock is listed on a responsible exchange. A.G.
formal
Exchange listed senior securities May 26, 1961 Securities listed on an approved exchange are exempt, as are any securities senior to those listed. A.G.
informal
Other exemptions
Debenture notes May 6, 1948 Debenture notes are not exempt from registration. A.G.
formal
Membership in agricultural cooperatives June 24, 1942 Certificates of membership or interest in agricultural cooperatives are exempt securities and are not required to be registered. A.G.
formal
Public utilities Dec. 30, 1943 Public utilities are exempt from registration. A.G.
formal
Isolated sales May 8, 1944 Stock may be sold to different individuals or corporations and still be considered an isolated sale if it is unsolicited and part of one transaction. A.G.
formal
Pensions Sept. 25, 1945 Pensions offered by companies are not exempt securities and must be registered. A.G.
formal
Senior securities Aug. 6, 1946 Senior securities and evidences of indebtedness need to be listed on an exchange to be exempt. A.G.
formal
Exemption for sales of personal stock by officer Nov. 7, 1946 Treasury stock given to officers is exempt when sold to the public.   If sales are made by someone other than the officer, the seller must be registered. A.G.
formal
Public utility holding company Dec. 19, 1949 Public utility holding companies are exempt from registration. A.G.
formal
Promissory note Jan. 5, 1961 A promissory note meeting certain conditions is exempt from registration. A.G.
informal
Promissory note Feb. 9, 1962 Sixty-day demand notes are not exempt. A.G.
formal
Exchange of stock July 20, 1964 Corporation proposing to exchange stock for mineral rights is not exempt from registration. A.G.
informal
Senior unregistered securities Sept. 24, 1971 The Commission should not give exemption letters to senior, unregistered securities. A.G.
informal
Spin-offs undated Guidelines for the exemption of spin-offs. Division opinion
Isolated Transaction exemption
Sales to company insiders Dec. 23, 1946 A limited number of sales to company insiders qualifies as an isolated transaction. A.G.
formal
Isolated sale Sept. 9, 1958 An exchange of stock related to an acquisition is isolated. A.G.
informal
Licensing
One-time transaction Oct. 27, 1939 An agent may sell securities without a license as a one-time transaction.   To transact multiple securities requires a license. A.G. formal
Chamber of Commerce solicitations Dec. 16, 1946 The hotel committee of the Chamber of Commerce must register before soliciting. A.G.
formal
NASD expulsion May 7, 1970 If an organization expels a member, it is as if the member was expelled by the SEC. A.G.
informal
Certificate of authority for broker dealers July 20, 1973 Broker-dealers have to file a certificate of subscription agreements authority to do business with the Secretary of State’s office. A.G.
informal
Registration
When registration is effective April 28, 1939 The Commission is not authorized to record the registration of a security before the security is filed with the Commission. A.G.
formal
Filing received before new law was enacted May 17, 1983 Division should permit registration to go effective even if filed under prior law. A.G.
informal
Real estate investment trusts undated Criteria for registering real estate investment trusts in Utah. Division opinion
Other
Sales by thrifts May 14, 1927 Commission has power over the sale of securities by thrift corporations. A.G.
formal
Registering as a foreign corporation July 25, 1935 Foreign corporations doing no business but selling securities in the state are not required to register as doing business. A.G.
formal
Maximum commission Oct. 22, 1940 10% is the maximum load (commission) that investment companies can put on certificates. Division opinion
Advertising July 9, 1941 Advertisements must include the name of one dealer registered in the State of Utah. Division opinion
Funeral establishments are required to file reports Feb. 20, 1959 Funeral directors and mortuary establishments are required to file annual reports with the Utah Securities Commission; failure to file will result in fines. A.G.
informal
Mutual funds May 18, 1970 Statute does not require any limitations on investments by mutual funds or other regulated investment companies. A.G.
informal
Pre-organization certificates May 5, 1977 If a corporation is a subscriber, it is the entity that subscribes, not the shareholders of the entity. A.G.
informal
Authority of the Securities Commission Sept. 5, 1979 Director of the Department of Business Regulation has authority to exercise all powers of the Securities Commission. A.G.
informal