TX

Texas Blue Sky Laws

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.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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Texas Securities Regulatory Overview

Regulatory Body
Texas State Securities Board (TSSB)
Primary Statute
The Securities Act (Tex. Rev. Civ. Stat. Ann. art. 581-1 et seq.) / Texas Government Code Title 12

Registration Requirements

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.

Key Provisions of Texas Securities Law

Understanding the core regulatory framework in Texas:

1

Securities must be registered with the TSSB before offer or sale unless exempt under the Texas Securities Act

2

Texas maintains its own securities framework separate from the Uniform Securities Act

3

Anti-fraud provisions under Section 29 are broadly enforced

4

The TSSB has authority to investigate, subpoena, and bring administrative and civil enforcement actions

5

Texas requires registration of dealers, agents, and investment advisers

Available Exemptions in Texas

Texas provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) with notice filing
  • Texas intrastate offering exemption under Section 5.I for offerings limited to Texas residents
  • Institutional investor exemptions for banks, insurance companies, and other specified entities
  • Isolated nonissuer transactions
  • Small offering exemptions under TSSB rules

Penalties for Non-Compliance in Texas

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.

How Texas Blue Sky Laws Affect Your Transaction

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 works with securities counsel on Texas blue sky compliance for transactions involving Texas parties.

Need Help With a Texas Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

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Need Help With a Texas Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Texas.

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Frequently Asked Questions

Common questions about Texas blue sky laws and securities compliance

What is the filing fee for Reg D in Texas?
Texas charges $500 for Reg D Rule 506 notice filings with the State Securities Board, using Form 133.12.
What is the Texas State Securities Board?
The TSSB is the state agency responsible for enforcing the Texas Securities Act. It handles registration, licensing, investor complaints, and enforcement. The TSSB is known for active enforcement, particularly in energy and real estate offerings.
Does Texas have its own intrastate offering exemption?
Yes. Section 5.I of the Texas Securities Act provides an intrastate offering exemption for securities offered exclusively to Texas residents, separate from federal Reg D.
Can the TSSB block a Reg D offering?
The TSSB cannot block a properly structured Reg D Rule 506 offering because it is a federal covered security. However, the TSSB can enforce against failure to file notice, anti-fraud violations, or offerings that do not actually qualify under Rule 506.

Blue Sky Laws in Nearby States

Oklahoma Blue Sky Laws OK
Louisiana Blue Sky Laws LA
New Mexico Blue Sky Laws NM
Arkansas Blue Sky Laws AR
View all 50 state blue sky law guides →

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Need Help With Securities Compliance in Texas?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Texas blue sky law compliance. Submit your transaction details for a preliminary assessment.

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