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Ohio Revised Code

Ohio Rev. Code § 1707.44 (2026)

Prohibited acts

✓ current as of May 2026
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Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
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(A)(1) No person shall engage in any act or practice that violates division (A), (B), or (C) of section 1707.14 of the Revised Code, and no salesperson shall sell securities in this state without being licensed pursuant to section 1707.16 of the Revised Code.

(2) No person shall engage in any act or practice that violates division (A) of section 1707.141 or section 1707.161 of the Revised Code.

(3) No person shall engage in any act or practice that violates section 1707.162 of the Revised Code.

(4) No person shall engage in any act or practice that violates section 1707.164 of the Revised Code.

(5) No person shall knowingly engage in any act or practice that violates division (A) of section 1707.054 or section 1707.055 of the Revised Code.

(B) No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following purposes:

(1) Registering securities or transactions, or exempting securities or transactions from registration, under this chapter;

(2) Securing the qualification of any securities under this chapter;

(3) Procuring the licensing of any dealer, salesperson, investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator as defined in section 1707.05 of the Revised Code under this chapter;

(4) Selling any securities in this state;

(5) Advising for compensation, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities;

(6) Submitting a notice filing to the division under division (X) of section 1707.03 or section 1707.092 or 1707.141 of the Revised Code.

(C) No person shall knowingly sell, cause to be sold, offer for sale, or cause to be offered for sale, any security which comes under any of the following descriptions:

(1) Is not exempt under section 1707.02 of the Revised Code, nor the subject matter of one of the transactions exempted in section 1707.03, 1707.04, or 1707.34 of the Revised Code, has not been registered by coordination or qualification, and is not the subject matter of a transaction that has been registered by description;

(2) The prescribed fees for registering by description, by coordination, or by qualification have not been paid in respect to such security;

(3) The person has been notified by the division, or has knowledge of the notice, that the right to buy, sell, or deal in such security has been suspended or revoked, or that the registration by description, by coordination, or by qualification under which it may be sold has been suspended or revoked;

(4) The offer or sale is accompanied by a statement that the security offered or sold has been or is to be in any manner indorsed by the division.

(D) No person who is an officer, director, or trustee of, or a dealer, or portal operator for, any issuer, and who knows such issuer to be insolvent in that the liabilities of the issuer exceed its assets, shall sell any securities of or for any such issuer, without disclosing the fact of the insolvency to the purchaser.

(E) No person with intent to aid in the sale of any securities on behalf of the issuer, shall knowingly make any representation not authorized by such issuer or at material variance with statements and documents filed with the division by such issuer.

(F) No person, with intent to deceive, shall sell, cause to be sold, offer for sale, or cause to be offered for sale, any securities of an insolvent issuer, with knowledge that such issuer is insolvent in that the liabilities of the issuer exceed its assets, taken at their fair market value.

(G) No person in purchasing or selling securities shall knowingly engage in any act or practice that is, in this chapter, declared illegal, defined as fraudulent, or prohibited.

(H) No licensed dealer shall refuse to buy from, sell to, or trade with any person because the person appears on a blacklist issued by, or is being boycotted by, any foreign corporate or governmental entity, nor sell any securities of or for any issuer who is known in relation to the issuance or sale of the securities to have engaged in such practices.

(I) No dealer in securities, knowing that the dealer's liabilities exceed the reasonable value of the dealer's assets, shall accept money or securities, except in payment of or as security for an existing debt, from a customer who is ignorant of the dealer's insolvency, and thereby cause the customer to lose any part of the customer's securities or the value of those securities, by doing either of the following without the customer's consent:

(1) Pledging, selling, or otherwise disposing of such securities, when the dealer has no lien on or any special property in such securities;

(2) Pledging such securities for more than the amount due, or otherwise disposing of such securities for the dealer's own benefit, when the dealer has a lien or indebtedness on such securities.

It is an affirmative defense to a charge under this division that, at the time the securities involved were pledged, sold, or disposed of, the dealer had in the dealer's possession or control, and available for delivery, securities of the same kinds and in amounts sufficient to satisfy all customers entitled to the securities, upon demand and tender of any amount due on the securities.

(J) No person, with purpose to deceive, shall make, issue, publish, or cause to be made, issued, or published any statement or advertisement as to the value of securities, or as to alleged facts affecting the value of securities, or as to the financial condition of any issuer of securities, when the person knows that the statement or advertisement is false in any material respect.

(K) No person, with purpose to deceive, shall make, record, or publish or cause to be made, recorded, or published, a report of any transaction in securities which is false in any material respect.

(L) No dealer shall engage in any act that violates the provisions of section 15(c) or 15(g) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g), or any rule or regulation promulgated by the securities and exchange commission thereunder.

(M)(1) No investment adviser or investment adviser representative shall do any of the following:

(a) Employ any device, scheme, or artifice to defraud any person;

(b) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person;

(c) In acting as principal for the investment adviser's or investment adviser representative's own account, knowingly sell any security to or purchase any security from a client, or in acting as salesperson for a person other than such client, knowingly effect any sale or purchase of any security for the account of such client, without disclosing to the client in writing before the completion of the transaction the capacity in which the investment adviser or investment adviser representative is acting and obtaining the consent of the client to the transaction. Division (M)(1)(c) of this section does not apply to any investment adviser registered with the securities and exchange commission under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, or to any transaction with a customer of a licensed dealer or salesperson if the licensed dealer or salesperson is not acting as an investment adviser or investment adviser representative in relation to the transaction.

(d) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent acts, practices, or courses of business that are fraudulent, deceptive, or manipulative.

(2) No investment adviser or investment adviser representative licensed or required to be licensed under this chapter shall take or have custody of any securities or funds of any person, except as provided in rules adopted by the division.

(3) In the solicitation of clients or prospective clients, no person shall make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not misleading in light of the circumstances under which the statements were made.

(N) No person knowingly shall influence, coerce, manipulate, or mislead any person engaged in the preparation, compilation, review, or audit of financial statements to be used in the purchase or sale of securities for the purpose of rendering the financial statements materially misleading.

(O) No state retirement system investment officer shall do any of the following:

(1) Employ any device, scheme, or artifice to defraud any state retirement system;

(2) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on any state retirement system;

(3) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business as are fraudulent, deceptive, or manipulative;

(4) Knowingly fail to comply with any policy adopted regarding the officer established pursuant to section 145.094, 742.104, 3307.043, 3309.043, or 5505.065 of the Revised Code.

(P) No bureau of workers' compensation chief investment officer shall do any of the following:

(1) Employ any device, scheme, or artifice to defraud the workers' compensation system;

(2) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the workers' compensation system;

(3) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business as are fraudulent, deceptive, or manipulative;

(4) Knowingly fail to comply with any policy adopted regarding the officer established pursuant to section 4123.441 of the Revised Code.

(Q)(1) No portal operator shall knowingly do any of the following:

(a) Employ any device, scheme, or artifice to defraud;

(b) Engage in any act, practice, or course of business that operates as a fraud or deceit;

(c) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative.

(2) The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business that are fraudulent, deceptive, or manipulative.
Notes of Decisions
Cited in 100 cases (10 in the last 5 years), 1967–2025 · leading case: State v. Warner, 564 N.E.2d 18 (Ohio 1990).
Sort: Relevance Newest Treatment
State v. Warner, 564 N.E.2d 18 (Ohio 1990). · cites it 30× “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
Steinfels v. Ohio Dep't of Com., Div. of Sec., 719 N.E.2d 76 (Ohio Ct. App. 1998). · cites it 20× “An amended order was issued on or about March 15, 1995, alleging that Steinfels violated R.C. 1707.44(B)(4) and (G). The order arose out of a division investigation into the activities of Steinfels in regard to the sale of certain partnership units to Steven A.”
State v. Hurd, 734 N.E.2d 365 (Ohio 2000). · cites it 18× “Former R.C. 1707.44(B) provided: ' “No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following…”
Pharos Capital Partners, L.P. v. Deloitte & Touche, L.L.P., 905 F. Supp. 2d 814 (S.D. Ohio 2012). · cites it 17× “44, which provide: (B) No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following purposes: .”
Frost v. Civiello (In Re Civiello), 348 B.R. 459 (Bankr. N.D. Ohio 2006). · cites it 17× “The court agrees that the cease and desist order clearly found Defendant to be in violation of O.R.C. § 1707.44. Pursuant to O.R.C. § 1707.”
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). · cites it 18× “Violation of Ohio Securities Act, O.R.C. § 1707.44(B)(4), (id. at Pa-gelD 5008); 3.”
State v. Schiebel, 564 N.E.2d 54 (Ohio 1990). · cites it 3× “29 defendant could be presumed to have knowledge of certain facts, and that this presumption of knowledge relieved the state of its burden of proof on an essential element of the charges under R.C. 1707.44. We resolve this matter as to both defendants in State v.”
In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). · cites it 11× “01(C)(3), (C)(4), (E)(1), (F)(1); O.R.C. § 1707.44(A)(1). And in one of the provisions cited by the Note-holders as having been violated by National Century, the Act prohibits the knowing use of misrepresentations for the purpose of “selling any securities in this state.”
Lopardo v. Lehman Bros., Inc., 548 F. Supp. 2d 450 (N.D. Ohio 2008). · cites it 10× “§ 771 ; (5) violations of O.R.C. § 1707.44; (6) negligent misrepresentation; (7) promissory estop-pel; (8) negligent hiring, retention and supervision; and (9) breach of implied contract and bailment.”
State v. Willan, 2011 Ohio 6603 (Ohio Ct. App. 2011). · cites it 16× “31(I)(2)(a) explicitly defined “corrupt activity” to include a violation of “division (B), (C)(4), (D), (E), or (F) of section 1707.44 * * * of the Revised Code.”
Federated Mgmt. Co. v. Coopers & Lybrand, 738 N.E.2d 842 (Ohio Ct. App. 2000). · cites it 6× “, defendants had violated R.C. 1707.44[G] by virtue of their violations of these other provisions of federal securities law).”
Roger v. Lehman Bros. Kuhn Loeb, Inc., 621 F. Supp. 114 (S.D. Ohio 1985). · cites it 20× “PARTIAL SUMMARY JUDGMENT Roger contends that the sale of the Cinola and Brooks stock was not exempt from registration and that, therefore, Lehman violated O.R.C. § 1707.44 which prohibits the sale of unregistered nonexempt securities.”
Show all 100 citing cases →
— Ohio Rev. Code § 1707.44(A) — 10 cases
In Re Troyer, 24 B.R. 727 (Bankr. N.D. Ohio 1982).
Cincinnati Bar Ass'n v. Shott, 226 N.E.2d 724 (Ohio 1967).
Wuliger v. Christie, 310 F. Supp. 2d 897 (N.D. Ohio 2004).
Crater v. Int'l Resources, Inc., 633 N.E.2d 1212 (Ohio Ct. App. 1993).
Glick v. Sokol, 777 N.E.2d 315 (Ohio Ct. App. 2002).
— Ohio Rev. Code § 1707.44(A)(1) — 6 cases
State v. Willan, 2011 Ohio 6603 (Ohio Ct. App. 2011). “31(I)(2)(a) explicitly defined “corrupt activity” to include a violation of “division (B), (C)(4), (D), (E), or (F) of section 1707.44 * * * of the Revised Code.”
Frost v. Civiello (In Re Civiello), 348 B.R. 459 (Bankr. N.D. Ohio 2006). “The court agrees that the cease and desist order clearly found Defendant to be in violation of O.R.C. § 1707.44. Pursuant to O.R.C. § 1707.”
In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). “01(C)(3), (C)(4), (E)(1), (F)(1); O.R.C. § 1707.44(A)(1). And in one of the provisions cited by the Note-holders as having been violated by National Century, the Act prohibits the knowing use of misrepresentations for the purpose of “selling any securities in this state.”
Levin v. Barry Kaye & Assocs., Inc., 858 F. Supp. 2d 914 (S.D. Ohio 2012).
Bitounis v. Interactive Brokers, L.L.C., 2024 Ohio 2905 (Ohio Ct. App. 2024).
— Ohio Rev. Code § 1707.44(B) — 14 cases
State v. Warner, 564 N.E.2d 18 (Ohio 1990). “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
State v. Willan, 2013 Ohio 2405 (Ohio 2013).
State v. Schiebel, 564 N.E.2d 54 (Ohio 1990). “29 defendant could be presumed to have knowledge of certain facts, and that this presumption of knowledge relieved the state of its burden of proof on an essential element of the charges under R.C. 1707.44. We resolve this matter as to both defendants in State v.”
State v. Hurd, 734 N.E.2d 365 (Ohio 2000). “Former R.C. 1707.44(B) provided: ' “No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following…”
State v. Houston, 701 N.E.2d 764 (Ohio Ct. App. 1997).
— Ohio Rev. Code § 1707.44(B)(1) — 5 cases
State v. Hurd, 734 N.E.2d 365 (Ohio 2000). “Former R.C. 1707.44(B) provided: ' “No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following…”
State v. Hurd, 2000 Ohio 2 (Ohio 2000).
State v. Willan, 2013 Ohio 2405 (Ohio 2013).
State v. Willan, 2011 Ohio 6603 (Ohio Ct. App. 2011). “31(I)(2)(a) explicitly defined “corrupt activity” to include a violation of “division (B), (C)(4), (D), (E), or (F) of section 1707.44 * * * of the Revised Code.”
State v. Willan, 41 N.E.3d 366 (Ohio 2015).
— Ohio Rev. Code § 1707.44(B)(4) — 25 cases
State v. Warner, 564 N.E.2d 18 (Ohio 1990). “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
Steinfels v. Ohio Dep't of Com., Div. of Sec., 719 N.E.2d 76 (Ohio Ct. App. 1998). “An amended order was issued on or about March 15, 1995, alleging that Steinfels violated R.C. 1707.44(B)(4) and (G). The order arose out of a division investigation into the activities of Steinfels in regard to the sale of certain partnership units to Steven A.”
In Re Nat'l Century Fin. Enter., Inc., Inv. Litig., 755 F. Supp. 2d 857 (S.D. Ohio 2010). “01(C)(3), (C)(4), (E)(1), (F)(1); O.R.C. § 1707.44(A)(1). And in one of the provisions cited by the Note-holders as having been violated by National Century, the Act prohibits the knowing use of misrepresentations for the purpose of “selling any securities in this state.”
Pharos Capital Partners, L.P. v. Deloitte & Touche, L.L.P., 905 F. Supp. 2d 814 (S.D. Ohio 2012). “44, which provide: (B) No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following purposes: .”
Stuckey v. Online Resources Corp., 909 F. Supp. 2d 912 (S.D. Ohio 2012).
— Ohio Rev. Code § 1707.44(C) — 8 cases
Perrysburg Twp. v. Rossford Arena Amphitheater Auth., 888 N.E.2d 440 (Ohio Ct. App. 2008).
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). “Violation of Ohio Securities Act, O.R.C. § 1707.44(B)(4), (id. at Pa-gelD 5008); 3.”
Hainbuchner v. Miner, 509 N.E.2d 424 (Ohio 1987).
Glick v. Sokol, 777 N.E.2d 315 (Ohio Ct. App. 2002).
Shell v. R.W. Sturge Ltd., 850 F. Supp. 620 (S.D. Ohio 1993).
— Ohio Rev. Code § 1707.44(C)(1) — 33 cases
In Re Blue Flame Energy Corp., 871 N.E.2d 1227 (Ohio Ct. App. 2006).
Chiles v. M.C. Capital Corp., 642 N.E.2d 1115 (Ohio Ct. App. 1994).
Roger v. Lehman Bros. Kuhn Loeb, Inc., 621 F. Supp. 114 (S.D. Ohio 1985). “PARTIAL SUMMARY JUDGMENT Roger contends that the sale of the Cinola and Brooks stock was not exempt from registration and that, therefore, Lehman violated O.R.C. § 1707.44 which prohibits the sale of unregistered nonexempt securities.”
Frost v. Civiello (In Re Civiello), 348 B.R. 459 (Bankr. N.D. Ohio 2006). “The court agrees that the cease and desist order clearly found Defendant to be in violation of O.R.C. § 1707.44. Pursuant to O.R.C. § 1707.”
State v. Trivedi, 457 N.E.2d 868 (Ohio Ct. App. 1982).
— Ohio Rev. Code § 1707.44(C)(l) — 1 case
Chiles v. M.C. Capital Corp., 642 N.E.2d 1115 (Ohio Ct. App. 1994).
— Ohio Rev. Code § 1707.44(D) — 3 cases
State v. Warner, 564 N.E.2d 18 (Ohio 1990). “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
Allied Steel & Tractor Prods., Inc. v. First Nat'l City Bank, 54 F.R.D. 256 (N.D. Ohio 1971).
Murphy v. Stargate Def. Sys (6th Cir. 2007).
— Ohio Rev. Code § 1707.44(G) — 25 cases
State v. Warner, 564 N.E.2d 18 (Ohio 1990). “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
Steinfels v. Ohio Dep't of Com., Div. of Sec., 719 N.E.2d 76 (Ohio Ct. App. 1998). “An amended order was issued on or about March 15, 1995, alleging that Steinfels violated R.C. 1707.44(B)(4) and (G). The order arose out of a division investigation into the activities of Steinfels in regard to the sale of certain partnership units to Steven A.”
Federated Mgmt. Co. v. Coopers & Lybrand, 738 N.E.2d 842 (Ohio Ct. App. 2000). “, defendants had violated R.C. 1707.44[G] by virtue of their violations of these other provisions of federal securities law).”
Black v. Columbus Sports Network, L.L.C., 2014 Ohio 3607 (Ohio Ct. App. 2014).
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). “Violation of Ohio Securities Act, O.R.C. § 1707.44(B)(4), (id. at Pa-gelD 5008); 3.”
— Ohio Rev. Code § 1707.44(J) — 8 cases
State v. Warner, 564 N.E.2d 18 (Ohio 1990). “Both Warner and Schiebel were indicted and convicted on three separate counts of securities fraud under R.C. 1707.44. Count eighty-three charged Warner and Schiebel with violating R.”
W. & S. Life Ins. v. JPMorgan Chase Bank, N.A., 54 F. Supp. 3d 888 (S.D. Ohio 2014). “Violation of Ohio Securities Act, O.R.C. § 1707.44(B)(4), (id. at Pa-gelD 5008); 3.”
Federated Mgmt. Co. v. Coopers & Lybrand, 738 N.E.2d 842 (Ohio Ct. App. 2000). “, defendants had violated R.C. 1707.44[G] by virtue of their violations of these other provisions of federal securities law).”
State v. Beck, 2016 Ohio 8122 (Ohio Ct. App. 2016).
State v. Hartley, 2011 Ohio 2530 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 1707.44(M)(1)(a) — 1 case
Adlaka v. New York Life Ins. & Annuity Corp., 2014 Ohio 5404 (Ohio Ct. App. 2014).
— Ohio Rev. Code § 1707.44(M)(1)(b) — 1 case
State v. Thayer, 2024 Ohio 3050 (Ohio Ct. App. 2024).
— Ohio Rev. Code § 1707.44(M)(1)(d) — 1 case
Henneforth v. Seidt, 2025 Ohio 1109 (Ohio Ct. App. 2025).
— Ohio Rev. Code § 1707.44(M)(2) — 1 case
Henneforth v. Seidt, 2025 Ohio 1109 (Ohio Ct. App. 2025).
— Ohio Rev. Code § 1707.44(M)(3) — 1 case
Adlaka v. New York Life Ins. & Annuity Corp., 2014 Ohio 5404 (Ohio Ct. App. 2014).
— Ohio Rev. Code § 1707.44(N) — 1 case
Boyd v. Kingdom Trust Co. (Slip Opinion), 2018 Ohio 3156 (Ohio 2018).
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.