NC General Statutes

N.C. Gen. Stat. § 78A-63 (2026)

Scope of the Chapter; service of process

✓ current as of July 2026

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(a) G.S. 78A-8, 78A-10, 78A-13, 78A-14, 78A-24, 78A-31, 78A-36(a), and 78A-56 apply to persons who sell or offer to sell when (i) an offer to sell is made in this State, or (ii) an offer to buy is made and accepted in this State.

(b) G.S. 78A-8, 78A-10, 78A-36(a) and 78A-56(b) apply to persons who buy or offer to buy when (i) an offer to buy is made in this State, or (ii) an offer to sell is made and accepted in this State.

(b1) G.S. 78A-12 applies when any act instrumental to effecting prohibited conduct is done in this State.

(c) For the purpose of this section, an offer to sell or to buy is made in this State, whether or not either party is then present in this State, when the offer (i) originates from this State or (ii) is directed by the offeror to this State and received at the place to which it is directed (or at any post office in this State in the case of a mailed offer).

(d) For the purpose of this section, an offer to buy or to sell is accepted in this State when acceptance (i) is communicated to the offeror in this State and (ii) has not previously been communicated to the offeror, orally, or in writing, outside this State; and acceptance is communicated to the offeror in this State, whether or not either party is then present in this State when the offeree directs it to the offeror in this State reasonably believing the offeror to be in this State and it is received at the place to which it is directed (or at any post office in this State in the case of a mailed acceptance).

(e) An offer to sell or to buy is not made in this State when (i) the publisher circulates or there is circulated on his behalf in this State any bona fide newspaper or other publication of general, regular, and paid circulation which is not published in this State, or which is published in this State but has had more than two thirds of its circulation outside this State during the past 12 months, or (ii) a radio or television program originating outside this State is received in this State.

(f) Every applicant for registration under this Chapter and every issuer who proposes to offer a security in this State through any person acting on an agency basis in the common-law sense shall file with the Administrator, in such form as he by rule prescribes, an irrevocable consent appointing the Administrator or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action or proceeding against him or his successor, executor or administrator which arises under this Chapter or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent. A person who has filed such a consent in connection with a previous registration or notice filing need not file another. Service may be made by leaving a copy of the process in the office of the Administrator, but it is not effective unless (i) the plaintiff, who may be the Administrator in a suit, action, or proceeding instituted by him, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his address on file with the Administrator, and (ii) the plaintiff's affidavit of compliance with the subsection is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.

(g) When any person, including any nonresident of this State, engages in conduct prohibited or made actionable by this Chapter or any rule or order hereunder, and he has not filed a consent to service of process under subsection (f) and personal jurisdiction over him cannot otherwise be obtained in this State, that conduct shall be considered equivalent to his appointment of the Administrator or his successor in office to be his attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against him or his successor executor or administrator which grows out of that conduct and which is brought under this Chapter or any rule or order hereunder with the same force and validity as if served on him personally. Service may be made by leaving a copy of the process in the office of the Administrator, and it is not effective unless (i) the plaintiff, who may be the Administrator in a suit, action, or proceeding instituted by him, forthwith sends notice of the service and a copy of the process by registered mail to the defendant or respondent at his last known address or takes other steps which are reasonably calculated to give actual notice, and (ii) the plaintiff's affidavit of compliance with this subsection is filed in the case on or before the return day of the process, if any, or within such further time as the court allows.

(h) When process is served under this section, the court, or the Administrator in a proceeding before him, shall order such continuance as may be necessary to afford the defendant or respondent reasonable opportunity to defend.

(i) Interest charged by a broker or dealer registered under the Securities Exchange Act of 1934, as amended, or registered under this Chapter, as now or hereafter amended, on a debit balance in an account for a customer, shall be exempt from the provisions of Chapter 24 of the North Carolina General Statutes if such debit balance is payable at will without penalty and is secured by securities as defined in G.S. 25-8-102. (1927, c. 149, s. 24; 1955, c. 436, s. 10; 1973, c. 1380; 1975, c. 144, s. 4; 1997-181, s. 27; 1997-419, ss. 12, 13; 2001-436, s. 13; 2003-413, ss. 13-15.)

Notes of Decisions

Cited in 7 cases, 1986–2018 · leading case: NNN Durham Off. Portfolio 1, LLC v. Highwoods Realty Ltd., 820 S.E.2d 322 (N.C. Ct. App. 2018).

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NNN Durham Off. Portfolio 1, LLC v. Highwoods Realty Ltd., 820 S.E.2d 322 (N.C. Ct. App. 2018). · cites it 8× “Issues Plaintiffs argue the Business Court erred by (1) granting Defendants' motion for judgment on the pleadings against out-of-state Plaintiffs under N.C. Gen. Stat. § 78A-63(a) ; (2) dismissing Plaintiffs' claims against Defendants for primary liability under N.”

Waterman v. Alta Verde Indus., Inc., 643 F. Supp. 797 (E.D.N.C. 1986). · cites it 3× “§ 1332 (a), and that if the Alta Verde program does constitute a security, North Carolina’s securities laws would apply since, under North Carolina law, the telephone conversation in late December, 1984 between Alta Verde and plaintiffs attorney constituted an offer to buy made…”

State v. Williams, 390 S.E.2d 746 (N.C. Ct. App. 1990). · cites it 2× “” N.C. Gen. Stat. § 78A-63(a) (1985). For the reasons set forth above, we reverse defendant’s convictions on all counts.”

Simms Inv. Co. v. E.F. Hutton & Co., 688 F. Supp. 193 (M.D.N.C. 1988). · cites it 2× “Moreover, defendants apparently agree, based on the arguments in their briefs, that the “offer to sell” was made in North Carolina, thereby satisfying the provisions of N.C.Gen.Stat. § 78A-63(a). The court will thus grant plaintiff 20 days from the entry of this order to amend…”

Associated Packaging, Inc v. Jackson Paper Mfg. Co., 2012 NCBC 13 (N.C. Bus. Ct. 2012). · cites it 2× “§ 78A-63(a) (2011) (stating that Section 78A-56 “appl[ies] to persons who sell or offer to sell when (i)an offer to sell is made in this State, or (ii) an offer to buy is made and accepted in this State.”

Nnn Durham Off. Portfolio 1, LLC v. Grubb & Ellis Co.; Nnn Durham Off. Portfolio 1, LLC v. Highwoods Realty Ltd. P'ship 2016 Ncbc 93a (N.C. Bus. Ct. 2016). · cites it 8× “This is because the purpose of section 78A-63, as a remedial statute designed to protect the integrity of North Carolina’s marketplace, is to ensure only that a nexus exists between North Carolina and the securities transaction at issue.”

Saw Plastic, LLC v. Sturrus, 2017 NCBC 75 (N.C. Bus. Ct. 2017). · cites it 2× “” G.S § 78A-63(a). Although Plaintiffs have not alleged that the offers or acceptances of the transactions at issue occurred in North Carolina, Defendants do not contest the NCSA would apply if the transactions involve securities.”

— N.C. Gen. Stat. § 78A-63(a) — 7 cases

NNN Durham Off. Portfolio 1, LLC v. Highwoods Realty Ltd., 820 S.E.2d 322 (N.C. Ct. App. 2018). “Issues Plaintiffs argue the Business Court erred by (1) granting Defendants' motion for judgment on the pleadings against out-of-state Plaintiffs under N.C. Gen. Stat. § 78A-63(a) ; (2) dismissing Plaintiffs' claims against Defendants for primary liability under N.”

Waterman v. Alta Verde Indus., Inc., 643 F. Supp. 797 (E.D.N.C. 1986). “§ 1332 (a), and that if the Alta Verde program does constitute a security, North Carolina’s securities laws would apply since, under North Carolina law, the telephone conversation in late December, 1984 between Alta Verde and plaintiffs attorney constituted an offer to buy made…”

State v. Williams, 390 S.E.2d 746 (N.C. Ct. App. 1990). “” N.C. Gen. Stat. § 78A-63(a) (1985). For the reasons set forth above, we reverse defendant’s convictions on all counts.”

Simms Inv. Co. v. E.F. Hutton & Co., 688 F. Supp. 193 (M.D.N.C. 1988). “Moreover, defendants apparently agree, based on the arguments in their briefs, that the “offer to sell” was made in North Carolina, thereby satisfying the provisions of N.C.Gen.Stat. § 78A-63(a). The court will thus grant plaintiff 20 days from the entry of this order to amend…”

Associated Packaging, Inc v. Jackson Paper Mfg. Co., 2012 NCBC 13 (N.C. Bus. Ct. 2012). “§ 78A-63(a) (2011) (stating that Section 78A-56 “appl[ies] to persons who sell or offer to sell when (i)an offer to sell is made in this State, or (ii) an offer to buy is made and accepted in this State.”

— N.C. Gen. Stat. § 78A-63(c) — 2 cases

Nnn Durham Off. Portfolio 1, LLC v. Grubb & Ellis Co.; Nnn Durham Off. Portfolio 1, LLC v. Highwoods Realty Ltd. P'ship 2016 Ncbc 93a (N.C. Bus. Ct. 2016). “This is because the purpose of section 78A-63, as a remedial statute designed to protect the integrity of North Carolina’s marketplace, is to ensure only that a nexus exists between North Carolina and the securities transaction at issue.”

— N.C. Gen. Stat. § 78A-63(d) — 1 case

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