FINRA Series 63 (NASAA)

Category - Series 63

Iggy recently started his own company. He soon discovered it required more cash to keep it going than he had anticipated. He ran an ad in the local paper for investors and got a response. He found a template for a promissory note on the internet, filled in the requisite information specific to the agreement he and the investor had worked out, and printed it out. On it, he promised to make monthly interest payments of 2% on the loan and to repay the principal amount at the end of 18 months. A few months after the arrangement, Iggy read an article in a small business publication that indicated that promissory notes had to be registered with the state unless they were sold in an exempt transaction, such as one enacted with a financial institution, prior to being offered for sale. The article indicated that a seller who had sold an unregistered note in error could remedy the situation by sending the buyer a formal offer to buy the security back, with interest. Iggy turned to the computer once again, found a form that could be used for a formal offer of rescission, filled it out, and sent it to the investor. Having done this,
  1. Iggy cannot be sued for civil damages if the investor fails to respond to the offer within 30 days.
  2. Iggy must follow up with a second notice sent via registered mail if he has not heard from the investor within 30 days.
  3. Iggy must wait 6 months for a response from the investor. If no response is received by the end of 6 months, Iggy is off the hook.
  4. Iggy will not be assessed any penalties by the Administrator of the state, but the investor can still sue for damages in civil court.
Explanation
Answer: A - Since Iggy realized the promissory note he had sold to the investor required state registration and sent a formal offer of rescission to the investor, he cannot be sued for civil damages if the investor has not responded to the offer within 30 days. The investor has 30 days to accept or reject the offer. If he either rejects it or fails to accept it by not responding to the offer at all, the investor has lost the right to sue for damages.
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