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Selling Unregistered Securities: What Investors Need to Know

Selling (or offering) unregistered securities to public investors is a serious form of broker misconduct. Before stocks, bond or options can be sold to public investors, these financial products must be properly registered with the Securities and Exchange Commission (SEC).

Here, our experienced securities fraud attorneys discuss the laws on registering securities, as well as what investors should know about their legal rights and remedies should they become of victim of unregistered securities fraud.

The Law on Unregistered Securities


Securities Must Be Registered With the SEC

Under Section 5 of the Securities Act of 1933, securities must be registered with the SEC in order to be offered or sold to retail investors. Additionally, brokerage firms have an affirmative duty to ensure that all securities that they are selling or recommending have been registered, and are appropriate for public sale.
FINRA Regulatory Notice 09-05 states that broker-dealers have heightened obligations in cases where ‘red flags’ about certain securities have been raised. For example, if a broker-dealer does not know the source of a security, or if one of its customers has raised a complaint, then that firm must launch an immediate and thorough investigation into the issue.

Investors Have a Right to Information

Registering securities is extremely important because it gives investors a fair opportunity to fully research an investment opportunity. To register, the SEC compels companies to provide a considerable amount of information, which is necessary to let investors perform their due diligence. Specifically, companies must provide:

The Private Placement Exemption is Narrow

The only exceptions to the SEC’s registration requirements are for ‘private placements‘. Essentially, a private placement is the sale of a securities product directly to an individual private investor, and not through a public offering. Most investors cannot participate in private securities offerings. Indeed, the only investors that are eligible to purchase unregistered securities through a private placement are:

  1. Corporate insiders and
  2. ‘Qualified’ buyers. The bottom line is that selling unregistered securities to public investors is illegal.

Unregistered Securities are a Major Conduit of Fraud

Not only are unregistered securities inherently risky, but too often, they are used as a tool to commit outright investment fraud. This is a serious problem because, with unregistered securities, no information about the underlying company or product is ever supplied to industry regulators. Investors are essentially flying blind, forced to place all of their trust in a broker.

As an example of a typical unregistered securities fraud case, consider former registered investment advisor Michael Andre Jones (CRD#: 2157872) and his company Green Bash LLC. In 2016, two years after Mr. Jones was barred from the securities industry by FINRA, the SEC brought criminal charges against him for fraudulently offering and selling unregistered securities.

Mr. Jones was selling convertible promissory notes, for Green Bash LLC, an e-commerce company that he solely owned and controlled. As the company’s securities were never properly registered, no certified financial statements were ever provided to the SEC. Investors in the company were forced to rely entirely on Mr. Jones’s claim that the company was making money. In reality, Green Bash LLC had zero revenue; he was simply taking the investor cash for personal use. In all, investors lost more than $700,000.

Fraud Victims Can Take Action

If you lost a substantial amount of money because you were sold unregistered securities, you need to take immediate action. You should get your claim into the hands of an experienced investment fraud attorney without delay. Our team can review your case, and determine exactly what you need to do next:

Request Your Free Legal Consultation Today

At the Sonn Law Group, our team has extensive experience handling claims related to the sale of unregistered securities. We want to help you recover full compensation for your investment losses. If you lost money because a broker or brokerage firm sold you unregistered securities, please contact our team today at 844-689-5754 for immediate legal assistance.

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