(a) A person may not transact business in this state as a broker-dealer unless the person is registered under this chapter as a broker-dealer or is exempt from registration as a broker-dealer under (b) of this section.

(b) The following persons are exempt from the registration requirement of (a) of this section:

(1) a broker-dealer without a place of business in this state if the broker-dealer's only transactions effected in this state are with

(A) the issuer of the securities involved in the transactions;

(B) a broker-dealer registered as a broker-dealer under this chapter or not required to be registered as a broker-dealer under this chapter;

(C) an institutional investor;

(D) a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others under discretionary authority in a signed record;

(E) a bona fide preexisting customer whose principal place of residence is not in this state if the person is registered as a broker-dealer under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) or not required to be registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) and is registered under the securities act of the state in which the customer maintains a principal place of residence;

(F) a bona fide preexisting customer whose principal place of residence is in this state but who was not present in this state when the customer relationship was established if

(i) the broker-dealer is registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) or not required to be registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) and is registered under the securities act of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and

(ii) within 45 days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than 75 days after the date on which the application is filed, or, if earlier, the date on which the administrator notifies the person that the administrator has denied the application for registration or has stayed the pendency of the application for good cause;

(G) not more than three customers in this state during the previous 12 months, in addition to those customers specified in (A) - (F) of this paragraph and under (H) of this paragraph if the broker-dealer is registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) or not required to be registered under 15 U.S.C. 78a - 78pp (Securities Exchange Act of 1934) and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and

(H) any other person exempted by a regulation adopted or order issued under this chapter; and

(2) a person that deals solely in United States government securities and is supervised as a dealer in government securities by the Board of Governors of the Federal Reserve System, the United States Comptroller of the Currency, or the Federal Deposit Insurance Corporation.

(c) A broker-dealer or an issuer engaged in offering, offering to purchase, purchasing, or selling securities in this state may not, directly or indirectly, employ or associate with an individual to engage in an activity related to securities transactions in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with a broker-dealer, an issuer, an investment adviser, or a federal covered investment adviser by an order of the administrator under this chapter, the Securities and Exchange Commission, or a self-regulatory organization. A broker-dealer or issuer does not violate this subsection 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. Upon request from a broker-dealer or issuer and for good cause, an order under this chapter may modify or waive, in whole or in part, the application of the prohibitions of this subsection to the broker-dealer.