The Uniform Securities Act is model state legislation covering securities offerings, industry registration, anti-fraud rules, and enforcement.
The Uniform Securities Act (USA) is model legislation that states can adopt or adapt when writing their own securities laws. It provides a common framework for securities registration, transaction exemptions, registration of securities professionals, anti-fraud enforcement, administrative powers, and civil liability.
The model act is not federal law and does not become law in a state merely because the Uniform Law Commission approved it. The controlling authority is the statute and rules actually enacted in the relevant jurisdiction.
| Model | Role |
|---|---|
| Uniform Securities Act of 1956 | The original widely adopted model and the basis for many state statutes |
| Revised Uniform Securities Act of 1985, amended in 1988 | A later revision adopted by fewer states |
| Uniform Securities Act of 2002 | The current Uniform Law Commission model, updated for federal preemption and modern market structure |
NASAA notes that most state securities laws are based on one of these models, but some combine provisions from multiple versions and others are unique or only loosely based on them.
The model supplies definitions and a framework under which securities must be registered, federally covered, or exempt before being offered or sold. It also identifies transaction exemptions and authorizes state administrators to create additional exemptions under specified standards.
The framework addresses registration and conduct of broker-dealers, agents, investment advisers, investment adviser representatives, and federal covered advisers where state notice authority applies.
The model prohibits fraudulent or misleading conduct in securities offers, sales, purchases, and advisory activity. Registration or exemption does not excuse fraud.
The state securities administrator can receive filings, conduct examinations and investigations, issue orders, and pursue remedies within the authority enacted by the state.
The model includes private-liability provisions for specified violations. Actual claims, limitation periods, remedies, and defenses depend on the version enacted and later state amendments.
| Question | Model act | State statute |
|---|---|---|
| Who creates it? | Uniform Law Commission | State legislature |
| Is it automatically binding? | No | Yes, within the jurisdiction after enactment |
| Can wording be changed? | Provides recommended text | State can modify, omit, or add provisions |
| Where are procedures found? | Model text and comments | Statute, regulations, forms, orders, and regulator guidance |
| What should a compliance conclusion cite? | Useful background | Current state authority |
Official comments can help explain the model’s design, but they do not override enacted statutory language or controlling court decisions.
The 2002 Act was drafted after the National Securities Markets Improvement Act (NSMIA) changed the federal-state boundary.
The model distinguishes federally covered securities from securities that remain subject to state registration. For covered securities, federal law can preempt state registration or qualification, while states retain specified notice, fee, licensing, and anti-fraud authority.
The model therefore coordinates with federal law; it does not replace the Securities Act of 1933, Securities Exchange Act of 1934, Investment Advisers Act of 1940, or SEC rules.
Assume a company plans to sell notes to residents of State A. A compliance analyst finds that State A’s statute was based on the 1956 Uniform Securities Act but has been amended several times.
The analyst should not cite a section of the 2002 model and assume it controls. The correct workflow is:
The model act helps organize the questions. State A’s enacted law supplies the answer.
Uniform legislation reduces unnecessary variation, but differences remain because states can:
Multi-state offerings therefore still require jurisdiction-specific analysis even when several states share a model-act foundation.
This article is educational only and does not provide legal, compliance, or investment advice. State securities law should be verified using current jurisdiction-specific authority.