§ 1204. Sale of insurance securities. (a) Subject to the provisions of
subsection (e) hereof, no person, firm, association or corporation shall
in this state sell or propose to sell to the public any security issued
by any insurer not authorized to do business in this state, unless
licensed to do so under this section. In this subsection and in
subsection (b) hereof, "insurer" includes any corporation whose
securities are to be sold or offered for sale (except by exchange for
shares or assets and except securities issued upon a merger in
conversion of securities of a merging company) primarily to acquire,
organize or finance the operations of another insurer not authorized to
do business in this state which is, or as a result of applying the
proceeds of such offering will be, a subsidiary of such corporation.

(b) The superintendent may issue a license to a named person, firm,
association or corporation to sell and propose to sell to the public in
this state the specified securities of a specified insurer or other
company subject to subsection (a) hereof. The applicant for such a
license shall submit a written application, subscribed by the applicant
and affirmed by him as true under the penalties of perjury and
containing such information as the superintendent may require, including
the following: the name, residence address, business address in this
state and previous business experience of the applicant and of such
insurer and of his or its officers, members and employees, and
information as to their trustworthiness; a copy of every security to be
offered for sale; a statement in detail as to the insurer's financial
condition, plans and purposes, the amount and par value of securities
and their selling price, the manner in which the proceeds of sale are to
be used, the rate of commissions to be paid for the sale of securities,
the salaries to be paid to the insurer's officers, and the safeguards to
be provided against diversion of proceeds from such plans and purposes.
Before issuing any such license the superintendent may make such
examination of the affairs of the proposed licensee and of such insurer
as he deems expedient. The superintendent may refuse to issue such
license, or may after notice and hearing revoke such license, if in his
judgment such refusal or revocation will best promote the interests of
the people of this state. Such license shall be for a term of one year
unless sooner revoked. No license to sell or to propose to sell
securities of any foreign or alien insurer shall be issued unless such
insurer is qualified to obtain a license to do an insurance business in
this state or, in the case of a corporation described in subsection (a)
hereof, unless the insurer subsidiary is so qualified.

(c) No person, firm, association or corporation shall in this state
issue, circulate or distribute any advertisement, circular, letter or
other public announcement in connection with the sale or proposed sale
to the public in this state of any securities of any insurer unless a
copy of such announcement has been filed with the superintendent and
approved by him. The superintendent may approve any such announcement
if, after such examination or investigation as he sees fit, he finds it
is not false, misleading or likely to deceive the public. In this
subsection, "insurer" shall include any corporation whose securities are
to be sold or offered for sale (except by exchange for shares or assets
and other than securities issued upon a merger in conversion of
securities of a merging company) primarily to acquire, organize or
finance the operations of another insurer which is, or as a result of
applying the proceeds of such offering will be, a subsidiary of such
corporation; provided that examination or investigation of any such
corporation shall be limited to matters relating to the operations of
the insurance subsidiary.

(d) Every such license to sell or propose to sell the securities of an
insurer shall state conspicuously in bold-face type: "The issuance of
this license by the superintendent of financial services of New York
does not constitute a recommendation of these securities." No person,
firm, association or corporation shall represent that the superintendent
or the department of financial services or the state of New York has
recommended any securities for purchase. The superintendent may in his
discretion require the insertion in any public announcement to be
approved by him of a statement that such approval does not constitute a
recommendation of the securities therein referred to.

(e) This section shall not apply to the selling or proposing to sell
securities after one year from the first date upon which the security
was offered to the public in this state, except that subsections (c) and
(d) hereof shall apply to any insurer authorized to do business in this
state and to any other corporation described in subsection (c) hereof.

(f) (1) This section shall not apply to annuities or agreements to
provide for annuities issued or to be issued by an authorized insurer
pursuant to section four thousand two hundred forty of this chapter.

(2) The superintendent may by order or regulation exempt any other
security or class thereof from all or part of this section on such terms
and conditions as he deems appropriate upon a finding that its
application thereto is not necessary to protect the public.