Before securities can be offered or sold in Mississippi, they must be registered or notice-filed with the Secretary of State’s Office, or exempt from registration, in accordance with the Mississippi Securities Act and Rules.
The term “security” is defined broadly to include a wide array of investments, such as stocks and bonds, notes, limited partnership interests, LLC interests, and investment contracts. A security may exist even if there is no written document. Variable Annuities are excluded from the definition of security in Mississippi although these products are included in the definition of security in other states.
The definition of security is found in Section 75-71-102(28) of the Mississippi Securities Act:
"Security" means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term includes both a certificated and an uncertificated security. The term does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a sum of money either in a lump sum or periodically for life or other specified period; or an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974. An "investment contract" includes, among other contracts, an investment in a limited partnership, an interest in a limited liability company, an investment in a viatical settlement or similar agreement, and an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a "common enterprise" means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors.
Securities Registration/Filing Forms are available on this website. The applicable fees are listed here. The forms include instructions for where to send payment.
Approval of a registration application does not constitute a recommendation of the securities being registered, nor does it predict investment success. The purpose of the review is to ensure that certain minimal financial and information requirements have been met so that an offering is fair, just, and equitable.
Statutory requirements for the registration and/or notice filing of securities in Mississippi are found in Article 3 of the Mississippi Securities Act.
Exemptions from registration are found in Article 2 of the Act and in Chapter 7 of the Rules. Even when an exemption from registration is available, the seller of the securities has a duty to disclose all material information about the offering.