1300 W. Washington Street

Phoenix, AZ 85007-2996



Main: (602) 542-4242

Email: SecuritiesDiv@azcc.gov

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Before You Invest!

Frequently Asked Questions (FAQs) about Securities

The information provided on this website is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel.  The Securities Division provides this information to give you an overview of the topics discussed. You should not rely on the accuracy of this information, but should carefully review all applicable statutes and regulations with the assistance of legal counsel.

Promissory Notes as Investments

What Every Investor Should Know

When you borrow money, you are selling a note to the person or company lending you the money.   Both the Federal Securities Act of 1933 and the Arizona Securities Act define the term "security" to include "any note."  Both acts include in their definition, however, the phrase "unless the context otherwise requires."  In some contexts, the courts have determined that a note should not always be considered a security.  An analysis of court interpretations is in order to understand when a note may not be a security, which is a time-consuming and complicated task.

Further, the Arizona Supreme Court has said that all notes are securities and must register unless the Arizona Securities Act provides an exemption.* Many transactions in which you borrow money (sell a note) are probably exempt from registration requirements because they are private placements, which include borrowing money from a close relative or borrowing money from a bank or savings institution.

The main point you need to know is that when selling a note, you may be creating a security.  Thus, before you even attempt to "sell" a note within or from Arizona,  you should consult with a licensed attorney knowledeable in Arizona's securities law.

*See State vs Tober, 173 Ariz. 206, 841 P.2d 206 (1992).

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