Texas regulates securities under the Texas Securities Act, enforced by the Texas State Securities Board (TSSB). As the second-largest state economy with a massive energy, technology, and real estate sector, Texas blue sky compliance is critical for issuers and acquirers involved in Texas transactions.
Texas allows registration by coordination, qualification, or notice filing for federal covered securities. Reg D Rule 506 offerings require Form D notice filing with the TSSB. Filing fee is $500. The filing must include Form 133.12 (Texas notice filing form) and be submitted within 15 days of first sale to a Texas investor.
Understanding the core regulatory framework in Texas:
Securities must be registered with the TSSB before offer or sale unless exempt under the Texas Securities Act
Texas maintains its own securities framework separate from the Uniform Securities Act
Anti-fraud provisions under Section 29 are broadly enforced
The TSSB has authority to investigate, subpoena, and bring administrative and civil enforcement actions
Texas requires registration of dealers, agents, and investment advisers
Texas provides the following exemptions from full securities registration:
Texas imposes civil penalties up to $10,000 per violation, criminal penalties including third-degree felony charges (2 to 10 years imprisonment) for willful violations, investor rescission rights, and disgorgement of profits. The TSSB can issue cease-and-desist orders, revoke registrations, and refer cases for criminal prosecution. Texas has historically been aggressive in enforcement against oil and gas and real estate securities fraud.
Texas is one of the most active M&A markets in the country, particularly in energy, technology, and real estate. Any acquisition involving Texas-based target shareholders, Texas investors in a capital raise, or earnout provisions for Texas residents triggers blue sky compliance. The TSSB's active enforcement posture, particularly in energy-related offerings, makes compliance especially important. Acquisition Stars handles Texas blue sky compliance for transactions involving Texas parties.
Acquisition Stars handles blue sky compliance, M&A transactions, and securities offerings nationwide. Managing partner Alex Lubyansky provides direct counsel on every engagement.
Common questions about Texas blue sky laws and securities compliance
Our managing partner provides selective securities and M&A counsel for transactions involving Texas blue sky law compliance. Submit your transaction details for a preliminary assessment.
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