How Do I Know If What I Am Buying
Or Selling Is A Security?
 
Arizona courts look at the substance of a transaction rather than what the transaction is called in order to determine whether a security is involved.  A rule of thumb with which to start is that if the person providing the money is not the person who has control of the transaction, the transaction probably involves a security.  If you want to use someone else’s money to finance your business venture, you are probably offering a security.
 
Arizona law defines “security” very broadly so that investors are protected and that promoters and issuers of securities bear the burden of complying with the law and making sure the investors understand the deal.
 
“Security” means any note, stock, treasury stock, bond, commodity investment contract, commodity option, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, viatical or life settlement investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, real property investment contract or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. 
A.R.S. § 44-1801(26).
 
For more information on some specific securities, click on the following links: 
 
Interests in limited liability companies
Interests in limited partnerships
Investment contracts
Notes
Variable Annuities
Viatical and Life Settlements
 
 
 
The information provided on this web site is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel.  The Securities Division recommends that you consult with a securities attorney.