Independent New Hampshire Journalism · Northfield, NHState law cannot charter a stock exchange. Federal law decides who runs one, and the Texas Stock Exchange needed 525 days to get from its application to its first live trade.
New England once had its own stock exchange. The Boston Stock Exchange opened in 1834, and when Nasdaq OMX Group finished buying it on Aug. 29, 2008, the buyer called it the third-oldest exchange in the country.
So can someone start one in New Hampshire? The law lets any qualified applicant try. But the version most people picture, a stock market created by the state, a town, or a small local operator, is not on the table. The decision belongs to the U.S. Securities and Exchange Commission, the paperwork runs through federal law, and the Texas Stock Exchange, which cleared that process in 2025, reported raising $275 million to get there.
What New Hampshire does control is narrower and, for most residents, more useful: who may sell securities here, which offerings need state registration, and whether local businesses can raise money from local investors without a Wall Street listing. That second question has a real answer, and it does not require an exchange at all.
The federal gate
The rule that settles the basic question is Section 5 of the Securities Exchange Act of 1934. It makes it unlawful for a broker, a dealer, or an exchange to use the mails or any channel of interstate commerce to run securities trades through an exchange unless that exchange is registered with the SEC or exempted by it. A market that trades over the internet would be hard to keep outside that reach.
That leaves two federal doors with the word “exchange” on them. The first is full registration as a national securities exchange under Section 6. An applicant files Form 1 with the SEC, and the Commission has to find that the exchange is organized and able to enforce the securities laws on its own members. In its order approving the Texas Stock Exchange, the Commission found the exchange’s rules were designed to prevent fraudulent and manipulative acts, to give members fair representation in picking directors, and to seat at least one director representing investors who is not tied to the exchange or to a broker. A registered exchange takes on the job of policing its own members: it writes their rules, watches their trading, and disciplines them.
The second door is the limited-volume exemption written into Section 5 itself. An exchange can ask the SEC to excuse it from full registration because so little trading happens on it that registration would not be practicable or needed to protect investors. That route also starts with Form 1, and the Commission has to agree.
The broker-dealer door
There is a third path, and it asks less of the operator up front. Under SEC Rule 3a1-1, a system that would otherwise count as an exchange is exempt from that definition if it complies with Regulation ATS, the rules for alternative trading systems. The trade-off is that the operator stops being a would-be exchange and becomes a broker-dealer.
Regulation ATS requires the system to register as a broker-dealer and to file an initial operation report on Form ATS before it starts trading. The SEC says Form ATS is a notice, not an application, and the Commission does not approve an alternative trading system before it opens. The exemption has a ceiling. It ends if a system grows too large: one that handles 50 percent or more of the average daily dollar volume in any security, along with 5 percent of a class, or 40 percent of a class, in three of four quarters can lose it once the Commission finds the exemption no longer serves investors.
The easy part ends there. Being a broker-dealer carries its own costs. Section 15(b)(8) of the Exchange Act requires a registered broker or dealer to join a registered securities association unless it trades only on an exchange where it is a member. The SEC has said FINRA is the only registered national securities association. The SEC’s net capital rule then sets a floor on the firm’s own money: $5,000 for the narrowest firms that never hold customer funds or securities, and $250,000 for firms that carry customer accounts.
What New Hampshire controls
New Hampshire’s securities law, RSA 421-B, is the state’s version of the Uniform Securities Act, and the Bureau of Securities Regulation in the Department of State enforces it. Nothing in it creates or charters an exchange. What it does is decide who may sell securities and which offerings need state paperwork.
The licensing rule is blunt. Under RSA 421-B:4-401, it is unlawful for a person to transact business in this state as a broker-dealer unless registered or exempt. A trading platform aimed at New Hampshire customers would need that state answer on top of the federal one. Offerings need one too. A company raising money under the federal Rule 506 exemption files a notice with the Bureau, and the Bureau lists a $500 fee for it. State law also carries a small-offering exemption in RSA 421-B:2-202(14): sales to no more than 25 purchasers in 12 months, no general advertising, and no sales commissions paid to anyone but registered broker-dealers or agents.
One provision already addresses a kind of trading platform. RSA 421-B:4-401(b)(3) excludes from state broker-dealer registration a person who only facilitates the exchange of “open blockchain tokens,” if the person files a notice with the secretary of state, reasonably believes the tokens qualify, and promptly stops trading any that do not. To qualify under RSA 421-B:2-202(25), a token has to serve a consumptive purpose, meaning it is exchangeable for goods, services, or content, and cannot have been sold to its first buyer as a financial investment. The notice costs $100. That carve-out answers the state licensing question only. It does not touch Section 5, which applies on its own terms to anything that is a security.
Texas offers a picture of how a state fits around the federal process. On Sept. 30, 2025, the same day the SEC approved the Texas Stock Exchange, the Texas State Securities Board’s commissioner issued a separate order recognizing it as a “recognized and responsible exchange.” The state order came alongside the federal one. It did not replace it.
What Texas paid to get one
The Texas Stock Exchange is the clearest recent measure of the full-registration route. Its backers announced the plan in June 2024 with $120 million in commitments from firms including BlackRock and Citadel Securities, according to the Texas Tribune. Texas Stock Exchange LLC filed its Form 1 on Jan. 31, 2025. The SEC granted registration on Sept. 30, 2025, in Release No. 34-104146, 242 days later, subject to conditions that included a final regulatory services agreement with FINRA.
Approval was not the finish line. Test securities traded July 6 through July 9, 2026, and live trading began July 10 in five securities. That is 525 days from filing to the first live trade. The exchange said all National Market System symbols were trading by July 31, with more than 50 member firms, after 18 months of building its own order-matching engine. In an email quoted by the Marshall News Messenger, the exchange put its fundraising at $275 million and called it the most ever to launch a national exchange. Its own launch release set exchange-traded product listings for late in the third quarter, transfers of listed companies for the fourth, and initial public offerings for 2027.
The incumbents arrived too: NYSE Texas and Nasdaq Texas opened there after the TXSE plan was announced, the Tribune reported. A law firm that tracked the launch, Venable LLP, noted that the new exchange’s trading volume and market depth were still unproven. An exchange is only worth what the orders on it are worth. For a New Hampshire venue, that would be the hardest test of all.
The local version people usually mean
Many people who ask about a New Hampshire stock market want something smaller and closer: Granite Staters buying stakes in Granite State businesses. That goal does not need an exchange. It needs an exemption that lets a local company sell shares to local investors without a full federal registration.
The federal piece exists. SEC Rule 147A lets a company whose principal place of business is in one state sell securities only to residents of that state. The company has to pass a doing-business test, such as earning 80 percent of its revenue there or having most of its employees there. It may advertise publicly, but every sale must go to an in-state resident, and for six months after a sale the shares can be resold only to residents of that state.
One national option already works for New Hampshire companies. Under the SEC’s Regulation Crowdfunding, a company can raise up to $5 million in 12 months from the public, as long as every sale runs online through an SEC-registered broker-dealer or funding portal. It is open to investors in every state, so it is not a local market.
The state piece is where New Hampshire stops. A federal exemption does not excuse a company from state law, and Granite State Report found no intrastate crowdfunding exemption in the list of exempt transactions in RSA 421-B:2-202. The closest New Hampshire came was HB 327, a 2016 bill “relative to investment crowdfunding” that the North American Securities Administrators Association listed as tied to the federal intrastate exemption. The House sent it to interim study in January 2016, and the LegiScan record shows it died there.
The statute already holds a tool that does not need the Legislature. RSA 421-B:2-203 lets the secretary of state, by order, exempt a class of securities or transactions from state registration and waive conditions in the existing exemptions. Whether to build a local-investing exemption that way, or by bill, is a policy choice New Hampshire officials can make. A platform that lists those offerings and matches buyers with sellers would still face its own questions under the broker-dealer and exchange rules above.
What it would take
Put the pieces together and a New Hampshire stock exchange in the full sense looks like this. It would be a company, not a state agency, with enough capital to build and run a trading system. It would file Form 1 and wait months for SEC findings, or register as a broker-dealer, join FINRA, meet the net capital rule, and file Form ATS. It would register with New Hampshire’s Bureau of Securities Regulation to do business here. Then it would have to persuade traders to send it orders when the largest exchanges in the country are a click away.
That is a nine-figure project in Texas. In New Hampshire, the shorter road to local investment runs through Concord. The Legislature or the secretary of state can decide whether Granite Staters may put money into Granite State companies under an intrastate exemption. That decision costs a bill or an order, not $275 million.
Fact check
| # | Claim | Status | Source |
|---|---|---|---|
| 1 | The Boston Stock Exchange dates to 1834; Nasdaq OMX completed its acquisition on Aug. 29, 2008, and called it the third-oldest U.S. exchange. | ATTRIBUTED | NASDAQ OMX Group release, Aug. 29, 2008 (the buyer’s description) |
| 2 | Section 5 bars brokers, dealers and exchanges from using the mails or interstate commerce to trade on an exchange that is not registered or exempt; the SEC may exempt an exchange for limited volume. | VERIFIED | 15 U.S.C. § 78e |
| 3 | A market that trades over the internet would be hard to keep outside Section 5’s reach. | ATTRIBUTED | Granite State Report reading of 15 U.S.C. § 78e; not legal advice |
| 4 | The SEC approved Texas Stock Exchange LLC as a national securities exchange on Sept. 30, 2025, in Release No. 34-104146 (File No. 10-249); the Form 1 was filed Jan. 31, 2025. | VERIFIED | SEC Release No. 34-104146 |
| 5 | The order found TXSE’s rules designed to prevent fraud and manipulation, give members fair representation, and seat at least one investor-representative director; it found the exchange organized and able to enforce compliance; approval was subject to conditions including a final FINRA regulatory services agreement. | VERIFIED | SEC Release No. 34-104146 |
| 6 | Filing to approval took 242 days; filing to first live trade took 525 days; filing to all NMS symbols took 546 days. | VERIFIED | Computed in code by Granite State Report from dates in rows 4, 9 and 10 |
| 7 | Rule 3a1-1 exempts from the definition of “exchange” an organization complying with Regulation ATS; the exemption can be lost at 50% of a security’s (plus 5% of a class’s) or 40% of a class’s average daily dollar volume in three of four quarters, after an SEC determination. | VERIFIED | 17 C.F.R. § 240.3a1-1 |
| 8 | An ATS must register as a broker-dealer and file Form ATS before operating; Form ATS is not an application and the SEC does not approve an ATS before it opens. | VERIFIED | SEC, Alternative Trading System List page; 17 C.F.R. § 242.301(b)(1) |
| 9 | TXSE test securities traded July 6–9, 2026; live trading began July 10, 2026, in five NMS securities. | ATTRIBUTED | Venable LLP, “Texas Stock Exchange Opens for Trading,” July 2026 |
| 10 | All NMS symbols were trading by July 31, 2026; more than 50 member firms; 18 months to build; ETP listings late Q3, corporate transfers Q4, IPOs in 2027. | ATTRIBUTED | Texas Stock Exchange release, July 31, 2026 |
| 11 | TXSE said it raised $275 million, the most ever to launch a national exchange. | ATTRIBUTED | Exchange email quoted by the Marshall News Messenger, via InsuranceNewsNet |
| 12 | TXSE was announced in June 2024 with $120 million in backing from firms including BlackRock and Citadel Securities; NYSE Texas and Nasdaq Texas opened after the announcement. | ATTRIBUTED | Texas Tribune, July 3, 2026 |
| 13 | The Texas State Securities Board commissioner issued an order Sept. 30, 2025, recognizing TXSE as a “recognized and responsible exchange.” | VERIFIED | Texas State Securities Board notice |
| 14 | TXSE’s trading volume and market depth were unproven at launch. | ATTRIBUTED | Venable LLP, July 2026 |
| 15 | A registered broker or dealer must be a member of a registered securities association unless it trades solely on an exchange where it is a member. | VERIFIED | 15 U.S.C. § 78o(b)(8) |
| 16 | FINRA is the only registered national securities association. | VERIFIED | SEC press release 2023-154, Aug. 23, 2023 |
| 17 | Net capital minimums: $5,000 for firms that do not receive or hold customer funds or securities; $250,000 for firms that carry customer accounts. | VERIFIED | 17 C.F.R. § 240.15c3-1(a)(2)(i), (a)(2)(vi) |
| 18 | It is unlawful to transact business in New Hampshire as a broker-dealer unless registered or exempt. | VERIFIED | RSA 421-B:4-401(a) |
| 19 | Rule 506 offerings require a notice filing with the Bureau; the fee is $500. | VERIFIED | NH Department of State, Bureau of Securities Regulation, Notice Filings page |
| 20 | RSA 421-B:2-202(14) exempts sales to no more than 25 purchasers in 12 months, without general advertising and without commissions except to registered broker-dealers or agents. | VERIFIED | RSA 421-B:2-202(14) |
| 21 | RSA 421-B:4-401(b)(3) excludes persons who exclusively facilitate exchanges of open blockchain tokens, after a notice filing; qualifying tokens must be consumptive and not sold to the first buyer as a financial investment; the notice fee is $100. | VERIFIED | RSA 421-B:4-401(b)(3); RSA 421-B:2-202(25) |
| 22 | The state token carve-out does not alter the federal Section 5 requirement. | ATTRIBUTED | Granite State Report reading of RSA 421-B:4-401(b)(3) and 15 U.S.C. § 78e; not legal advice |
| 23 | Rule 147A: sales only to residents of the issuer’s state; principal place of business and a doing-business test; general solicitation allowed; six-month in-state resale limit. | VERIFIED | 17 C.F.R. § 230.147A(b)–(e) |
| 24 | Regulation Crowdfunding allows up to $5 million in 12 months, with all transactions online through an SEC-registered intermediary (broker-dealer or funding portal). | VERIFIED | SEC, Regulation Crowdfunding page |
| 25 | No intrastate crowdfunding exemption appears in the list of exempt transactions in RSA 421-B:2-202. | VERIFIED | RSA 421-B:2-202, full text at gc.nh.gov |
| 26 | HB 327 (2016), “relative to investment crowdfunding,” was tied to the federal intrastate exemption, sent to interim study Jan. 6, 2016, and died in chamber. | ATTRIBUTED | NASAA Crowdfunding Index, Oct. 16, 2016; LegiScan, NH HB327 (2016) |
| 27 | The secretary of state may, by order, exempt classes of securities or transactions from state registration and waive conditions of existing exemptions. | VERIFIED | RSA 421-B:2-203 |
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granitestatereport@gmail.com · (603) 931-9264
Editor’s note. This explainer rests on the federal and state statutes and rules cited above, the SEC’s order registering the Texas Stock Exchange, the exchange’s own releases, and the reporting named in the fact-check table. Rows marked ATTRIBUTED are an outlet’s or the exchange’s account, or a Granite State Report reading of the law; the readings are not legal advice. Corrections: Granite State Report corrects verified errors at the top of the article, with what it said, what is true, what changed, and the date and time of the fix.
