Utah Code
Utah Code § 61-1-3 (2026)
Licensing of broker-dealers, agents, investment advisers, and investment adviser representatives
✓ current as of May 2026
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It is unlawful for a person to transact business in this state as a broker-dealer or agent unless the person is licensed under this chapter.
It is unlawful for a broker-dealer or issuer to employ or engage an agent unless the agent is licensed.
The license of an agent is not effective during any period when the agent is not associated with:
a particular broker-dealer licensed under this chapter; or
a particular issuer.
When an agent begins or terminates an association with a broker-dealer or issuer, or begins or terminates activities as an agent, the agent and the broker-dealer or issuer shall promptly notify the division.
An agent who terminates an association with a broker-dealer or issuer is considered to be unlicensed until the day on which the division:
approves the agent's association with a different broker-dealer or issuer; and
notifies the agent of the division's approval of the association.
It is unlawful for a broker-dealer or an issuer engaged, directly or indirectly, in offering, offering to purchase, purchasing, or selling a security in this state, to employ or associate with an individual to engage in an activity related to a securities transaction in this state if:
the license of the individual is suspended or revoked; or
the individual is barred from employment or association with a broker-dealer, an issuer, or a state or federal covered investment adviser; and
the suspension, revocation, or bar described in Subsection (2)(d)(i)(A) is by an order:
under this chapter;
of the Securities and Exchange Commission;
of a self-regulatory organization; or
of a securities administrator of a state other than Utah.
A broker-dealer or issuer does not violate this Subsection (2)(d) if the broker-dealer or issuer did not know and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar.
An order under this chapter may modify or waive, in whole or in part, the application of Subsection (2)(d)(i) to a broker-dealer or issuer.
It is unlawful for a person to transact business in this state as an investment adviser or as an investment adviser representative unless:
the person is licensed under this chapter;
the person's only clients in this state are:
one or more of the following whether acting for itself or as a trustee with investment control:
an investment company as defined in the Investment Company Act of 1940;
another investment adviser;
a federal covered adviser;
a broker-dealer;
a depository institution;
a trust company;
an insurance company;
an employee benefit plan with assets of not less than $1,000,000; or
a governmental agency or instrumentality; or
other institutional investors as are designated by rule or order of the director; or
the person:
is licensed in another state as an investment adviser or an investment adviser representative; or
is exempt from licensing under Section 222(d) of the Investment Advisers Act of 1940;
has no place of business in this state; and
during the preceding 12-month period has had not more than five clients, other than those specified in Subsection (3)(b), who are residents of this state.
It is unlawful for a person to hold oneself out as a provider of investment advice or as a provider of investment advisory services or otherwise represent that the person is a financial planner, financial adviser, financial consultant, or holds any other similar title as the division may specify in rule made in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, in any way as to imply that the person is generally engaged in an investment advisory business, unless:
the person is a federal covered adviser;
it is lawful for the person to transact business in this state as an investment adviser or as an investment adviser representative under Subsection (3); or
the person:
is not an investment adviser or an investment adviser representative; and
is otherwise licensed under this chapter to transact business in the state.
It is unlawful for:
a person required to be licensed as an investment adviser under this chapter to employ an investment adviser representative unless the investment adviser representative is licensed under this chapter, except that the license of an investment adviser representative is not effective during any period when the person is not employed by an investment adviser licensed under this chapter;
a federal covered adviser to employ, supervise, or associate with an investment adviser representative having a place of business located in this state, unless the investment adviser representative is:
licensed under this chapter; or
exempt from licensing; or
an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to providing investment advice in this state if:
the license of the individual is suspended or revoked; or
the individual is barred from employment or association with a state or federal covered investment adviser, broker-dealer, or issuer; and
the suspension, revocation, or bar is by an order:
under this chapter;
of the Securities and Exchange Commission;
a self-regulatory organization; or
a securities administrator of a state other than Utah.
An investment adviser does not violate Subsection (5)(a)(iii) if the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar.
An order under this chapter may waive, in whole or in part, the application of Subsection (5)(a)(iii) to an investment adviser.
When an investment adviser representative required to be licensed under this chapter begins or terminates employment with an investment adviser, the investment adviser shall promptly notify the division.
An investment adviser representative who terminates association with an investment adviser is considered unlicensed until the day on which the division:
approves the investment adviser representative's association with a different investment adviser; and
notifies the investment adviser representative of the division's approval of the association.
Except with respect to an investment adviser whose only clients are those described under Subsections (3)(b) or (3)(c)(iii), it is unlawful for a federal covered adviser to conduct advisory business in this state unless the person complies with Section 61-1-4.
Notes of Decisions
Cited in 36
cases (24 in the last 5 years), 1973–2024 · leading case: State v. Swenson, 838 P.2d 1136 (Utah 1992).
State v. Swenson, 838 P.2d 1136 (Utah 1992). “Swenson which charged him with three counts of the sale of securities by an unregistered agent in violation of Utah Code Ann. §§ 61-1-3 (1) and 61-1-21 (1989 & Supp.”
State v. Shepherd, 989 P.2d 503 (Utah Ct. App. 1999). “¶ 6 Based on the material omissions and misleading information provided to investors *507 and the indiscriminate marketing of the securities, Defendant was charged with one count of acting as a securities broker-dealer without a license in violation of Utah Code Ann. § 61-1-3…”
State v. Wallace, 2005 UT App 434 (Utah Ct. App. 2005). “Quite simply, knowledge by Defendant that the items sold were securities was not required to convict him of willfully violating Utah Code section 61-1-3(1) and (2) and Utah Code section 61-1-7.”
State v. Candedo, 2008 UT App 4 (Utah Ct. App. 2008). “1, § 61-1-3, 1997 Utah Laws 522 , 522-23 (codified as amended at Utah Code Ann. § 61-1-3 (2006)); and 2001, see Penalty for Misuse of Securities, ch.”
State v. Tenney, 913 P.2d 750 (Utah Ct. App. 1996). “Employing an Unregistered Agent Instructions 41 and 42 state that to be guilty of employing an unregistered agent in violation of Utah Code Ann. § 61-1-3 (2) (1993), defendant must have “[e]mployed [Bowers or Jensen] .”
State v. Johnson, 823 P.2d 484 (Utah Ct. App. 1991). “§§ 61-1-7 and 61-1-21 (1989), and one felony count of employing an unregistered securities agent in violation of Utah Code Ann. §§ 61-1-3 (2) and 61-1-21 (1989).”
Wing v. Dockstader, 482 F. App'x 361 (10th Cir. 2012). “Utah Code Ann. § 61-1-3 (3). The Dockstaders cannot assert any right founded upon an illegal contract.”
Legacy Resources, Inc. v. Liberty Pioneer Energy Source, Inc., 322 P.3d 683 (Utah 2013). “See Utah Code § 61-1-3; 15 U.S.C. § 78o(a)(l).”
State v. Kelson, 2012 UT App 217 (Utah Ct. App. 2012). “§§ 61-1-3, -21(1); three counts of securities fraud, second degree felonies, see id.”
State v. Bird, 2017 UT App 147 (Utah Ct. App. 2017). “See Utah Code Ann. § 61-1-3 (LexisNexis Supp.”
Piantes v. Hayden-Stone, Inc., 514 P.2d 529 (Utah 1973). “Costs are awarded to the respondents. CALLISTER, C.”
Klein v. Shepard (D. Utah 2021). “105 Utah Code Ann. § 61-1-3 (“It is unlawful for a person to transact business in this state as a broker-dealer or agent unless the person is licensed under this chapter.”
— Utah Code § 61-1-3(1) — 26 cases
State v. Wallace, 2005 UT App 434 (Utah Ct. App. 2005). “Quite simply, knowledge by Defendant that the items sold were securities was not required to convict him of willfully violating Utah Code section 61-1-3(1) and (2) and Utah Code section 61-1-7.”
State v. Swenson, 838 P.2d 1136 (Utah 1992). “Swenson which charged him with three counts of the sale of securities by an unregistered agent in violation of Utah Code Ann. §§ 61-1-3 (1) and 61-1-21 (1989 & Supp.”
Klein v. Shepard (D. Utah 2021). “105 Utah Code Ann. § 61-1-3 (“It is unlawful for a person to transact business in this state as a broker-dealer or agent unless the person is licensed under this chapter.”
Klein v. Turner (D. Utah 2021).
Klein v. Kerr (D. Utah 2021).
— Utah Code § 61-1-3(4)(a)(i) — 1 case
Ashton v. Dep't of Com., 2019 UT App 170 (Utah Ct. App. 2019).
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