In what circumstances can a state administrator deny a security’s registration?

A state administrator can deny a security’s registration primarily if the security is deemed deceptive or fails to meet legal requirements. This provision exists to protect investors from potential fraud and to ensure that all securities offered within the state conform to established legal standards. If a security manipulates information, presents misleading claims, or does not provide enough disclosure as required by law, the administrator has the authority to refuse registration.

This approach aligns with the administrator's responsibility to uphold the integrity of the securities market and ensure investor protection. Legal requirements may include compliance with specific registration processes, proper documentation, and truthful marketing of the security to potential investors. If any part of the offering is found to be fraudulent or misleading, denial of registration is an appropriate and justified action.

The other circumstances mentioned, such as trading on a foreign exchange or the issuer having a criminal record, do not automatically justify denial of registration. While they may raise concerns that warrant further investigation, they do not directly lead to a denial in the absence of clear evidence relating to deception or legal non-compliance. Similarly, having few assets does not inherently disqualify a security from being registered unless it impacts the security’s legal compliance or risk disclosures.