NASAA Series 63Regulation of Securities and IssuersHard
A corporation's common stock is listed on the New York Stock Exchange. Under the Uniform Securities Act, this security is classified as:
- AA federal covered security exempt from state registration requirements
- BExempt only if the issuer also registers the offering by coordination in the state
- CExempt only if the Administrator grants a specific waiver
- DSubject to registration by qualification in every state where it is sold
Show answer & explanationAnswer & explanation
Correct answer: A. A federal covered security exempt from state registration requirements
Under the National Securities Markets Improvement Act (NSMIA), securities listed on a national securities exchange such as the NYSE (NMS securities) are federal covered securities, preempting state registration requirements. States retain only antifraud enforcement and notice filing/fee authority, not registration power.
Why the other options are wrong
- B. Incorrect; coordination registration is unnecessary since state registration is preempted.
- C. Incorrect; no waiver is needed since preemption is automatic by federal law.
- D. Incorrect; qualification registration is preempted for federal covered securities.
NMS Federal Covered Securities
Securities listed on national exchanges (NYSE, Nasdaq) are federal covered securities under NSMIA, preempting state registration requirements.
- Applies to NYSE, Nasdaq, and other national exchange listings
- States cannot require registration, only notice filing/fee
- Antifraud enforcement remains with the states
Memory trick: Big Board listing means the feds already cleared it.