Massachusetts General Laws

Mass. Gen. Laws ch. 110A, § 301 (2026)

Registration Requirement

✓ current as of July 2026

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Section 301. It is unlawful for any person to offer or sell any security in the commonwealth unless:—

(1) the security is registered under this chapter;

(2) the security or transaction is exempted under section 402; or

(3) the security is a federal covered security.

Notes of Decisions

Cited in 11 cases, 1982–2013 · leading case: Bulldog Investors Gen. P'ship v. Sec'y of the Commonwealth, 929 N.E.2d 293 (Mass. 2010).

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Bulldog Investors Gen. P'ship v. Sec'y of the Commonwealth, 929 N.E.2d 293 (Mass. 2010). · cites it 3× “See G. L. c. 110A, § 301. In their answer, the plaintiffs denied violating the act and asserted as affirmative defenses (1) that the act and the Secretary’s regulations violated the plaintiffs’ right to free speech under the First Amendment to the United States Constitution and…”

Goldstein v. Galvin, 719 F.3d 16 (1st Cir. 2013). “It charged the respondents with violating the Massachusetts Uniform Securities Act (the Act), Mass. Gen. Laws ch. 110A, § 301, by offering unregistered securities for sale in Massachusetts.”

Bulldog Investors Gen. P'ship v. Sec'y of the Commonwealth, 460 Mass. 647 (Mass. 2011). · cites it 2× “G. L. c. 110A, § 301. See 15 U.S.C. § 77r; G.”

Margaret Hall Found., Inc. v. Atl. Fin. Mgmt., Inc., 572 F. Supp. 1475 (D. Mass. 1983). “This same theory was the basis of the Horowitz plaintiffs’ cláim under Mass.Gen.Laws ch. 110A § 301. In discussing that claim, above, the court rejected the theory that the investment adviser agreements constituted securities.”

Sampson v. Invest Am., Inc., 754 F. Supp. 928 (D. Mass. 1990). “Laws ch. 110A, § 401 provides in pertinent part: (c) "Broker-dealer” means any person engaged in the business of effecting transactions in securities for the account of others for or his own account.”

Bulldog Investors Gen. P'ship v. Galvin, 23 Mass. L. Rptr. 413 (Mass. Super. Ct. 2007). · cites it 3× “The Massachusetts Securities Act, G.L.c. 110A, §301, makes it unlawful for any person to offer securities for sale in the Commonwealth unless the securities are registered, the transaction is exempt, or the security is “federally covered.”

Bulldog Investors Gen. P'ship v. Galvin, 26 Mass. L. Rptr. 186 (Mass. Super. Ct. 2009). · cites it 3× “The Massachusetts Uniform Securities Act, G.L.c. 110A, §301, makes it unlawful for any person to offer securities for sale in the Commonwealth unless the securities are registered, the transaction is exempt, or the security is “federally covered.”

Alford v. Superspeed Software, Inc., 23 Mass. L. Rptr. 403 (Mass. Super. Ct. 2007). “§77e(a)-(c); G.L.c. 110A, §301. He might, or might not, have been able to arrange a private sale to another shareholder, or to the company, at some price that would have been negotiated, but he would have had no contractual right to compel the company or anyone else to purchase…”

Cambridge Place Inv. Mgmt., Inc. v. Morgan Stanley & Co., 30 Mass. L. Rptr. 594 (Mass. Super. Ct. 2012). “Compare G.L.c. 110A, §301 with 15 U.S.C. §77e, and G.”

Sherter v. Ross Fialkow Capital Partners, LLP, 31 Mass. L. Rptr. 98 (Mass. Super. Ct. 2013). “Compare G.L.c. 110A, §301 with 15 U.S.C. §77e, and G.”

Coras v. 58 Hemenway, Inc., 3 Mass. Supp. 187 (Mass. Super. Ct. 1982). “In particular they argue that Hecht violated G.L.c. 110A, §§ 301 and 403 by selling securities to them without prior registration of the stock or licensing of Hecht as an agent or salesman.”

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