Okla. Stat. tit. 71, § 71-1-401

A. It is unlawful and shall be deemed a Class C2 felony offense

for a person to transact business in this state as a broker-dealer,

unless the person is registered under this act as a broker-dealer or

Oklahoma Statutes - Title 71. Securities Page 42

is exempt from registration as a broker-dealer under subsection B or

D of this section.

B. The following persons are exempt from the registration

requirement of subsection A of this section:

1. A broker-dealer without a place of business in this state if

its only transactions effected in this state are with:

a. the issuer of the securities involved in the

transactions,

b. a broker-dealer registered under this act or a broker-

dealer not required to be registered as a broker-

dealer under this act,

c. an institutional investor,

d. a nonaffiliated federal covered investment adviser

with investments under management in excess of One

Hundred Million Dollars ($100,000,000.00) acting for

the account of others pursuant to discretionary

authority in a signed record,

e. a bona fide preexisting customer whose principal place

of residence is not in this state and the person is

registered as a broker-dealer under the Securities

Exchange Act of 1934 or not required to be registered

under the Securities Exchange Act of 1934 and is

registered under the securities act of the state in

which the customer maintains a principal place of

residence,

f. a bona fide preexisting customer whose principal place

of residence is in this state but was not present in

this state when the customer relationship was

established, if:

(1) the broker-dealer is registered under the

Securities Exchange Act of 1934 or the broker-

dealer is not required to be registered under the

Securities Exchange Act of 1934 and is registered

under the securities laws of the state in which

the customer relationship was established and

where the customer had maintained a principal

place of residence, and

(2) within forty-five (45) days after the customer's

first transaction in this state, the person files

an application for registration as a broker-

dealer in this state and a further transaction is

not effected more than seventy-five (75) days

after the date on which the application is filed,

or, if earlier, the date on which the

Administrator notifies the person that the

Administrator has denied the application for

Oklahoma Statutes - Title 71. Securities Page 43

registration or has stayed the pendency of the

application for cause, and

g. not more than three customers in this state during the

previous twelve (12) months, in addition to those

specified in subparagraphs a through f of this

paragraph, if the broker-dealer is registered under

the Securities Exchange Act of 1934 or not required to

be registered under the Securities Exchange Act of

1934 and is registered under the securities act of the

state in which the broker-dealer has its principal

place of business;

2. A person that deals solely in United States government

securities and is supervised as a dealer in government securities by

the Board of Governors of the Federal Reserve System, the

Comptroller of the Currency, the Federal Deposit Insurance

Corporation, or the Office of Thrift Supervision; and

3. Any other person exempted by rule or order under this act.

C. It is unlawful and shall be deemed a Class C2 felony offense

for a broker-dealer, or for an issuer engaged in offering, offering

to purchase, purchasing, or selling securities in this state,

directly or indirectly, to employ or associate with an individual to

engage in an activity related to securities transactions in this

state if the registration of the individual is suspended or revoked

under this act; or the individual is barred from employment or

association with a broker-dealer, an issuer, an investment adviser

or a federal covered investment adviser by an order of the

securities regulator of a state, the Securities and Exchange
dividual to

engage in an activity related to securities transactions in this

state if the registration of the individual is suspended or revoked

under this act; or the individual is barred from employment or

association with a broker-dealer, an issuer, an investment adviser

or a federal covered investment adviser by an order of the

securities regulator of a state, the Securities and Exchange

Commission, or a self-regulatory organization. A broker-dealer or

issuer does not violate this subsection if the broker-dealer or

issuer did not know, and in the exercise of reasonable care could

not have known, of the suspension, revocation, or bar. Upon request

from a broker-dealer or issuer and for good cause shown, an order

under this act may modify or waive the prohibitions of this

subsection.

D. A rule adopted or order issued under this act may permit:

1. A broker-dealer that is registered in Canada or other

foreign jurisdiction and that does not have a place of business in

this state to effect transactions in securities with or for, or

attempt to effect the purchase or sale of any securities by:

a. an individual from Canada or other foreign

jurisdiction that is temporarily present in this state

and with whom the broker-dealer had a bona fide

customer relationship before the individual entered

the United States,

b. an individual from Canada or other foreign

jurisdiction who is present in this state and whose

transactions are in a self-directed tax advantaged

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retirement plan of which the individual is the holder

or contributor in that foreign jurisdiction, or

c. an individual who is resident in this state, with whom

the broker-dealer customer relationship arose while

the individual was temporarily or permanently resident

in Canada or the other foreign jurisdiction; and

2. An agent who represents a broker-dealer, that is exempt

under this subsection to effect transactions in securities or

attempt to effect the purchase or sale of any securities in this

state as permitted for a broker-dealer described in paragraph 1 of

this subsection.