reglab/statecodes huggingface dataset:
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-19. - Application of corporation and franchise taxes to associations without stock.

§ 7-8-19. Application of corporation and franchise taxes to associations without stock.
(a)
For the purposes of taxation, under chapters 11 and 12 [repealed] of title 44, of an association formed under this chapter without capital stock, the words “share” and “stock” and “capital stock” are construed to include within their meaning memberships in the association.
(b)
For the purposes of taxation, under chapter 11 of title 44, of an association formed under this chapter without capital stock, the tax, if any, is based on the number of memberships outstanding in the association.
(c)
The par value of the memberships shall, for the purposes of computing the amount of tax due under chapters 11 and 12 [repealed] of title 44, be taken as the amount for which the memberships were issued.
History of Section.
P.L. 1947, ch. 1976, § 33; G.L. 1956, § 7-8-19.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-20. - Association’s preemptive right to repurchase shares.

§ 7-8-20. Association’s preemptive right to repurchase shares.
If any holder of shares desires to dispose of any or all of his or her holdings in the association, he or she shall offer the holdings to the association, and the directors have the power to purchase, within ninety (90) days of the offer, the holdings by paying the member the par value of any or all of the holdings offered.
History of Section.
P.L. 1947, ch. 1976, § 18; G.L. 1956, § 7-8-20.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-21. - Transfer of holdings.

§ 7-8-21. Transfer of holdings.
If the association fails, within ninety (90) days, to purchase all or any part of the holdings offered, their holder may dispose of the unpurchased interest elsewhere. No transferee of holdings in an association is entitled to the rights of membership until the transferee fulfills the requirements of eligibility of the association, including approval of his or her membership by the board of directors, if required.
History of Section.
P.L. 1947, ch. 1976, § 18; G.L. 1956, § 7-8-21.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-22. - Recall of shares.

§ 7-8-22. Recall of shares.
The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of time specified in the bylaws, the directors may use reserve funds to recall all of his or her holdings, and he or she at that time ceases to be a member of the association.
History of Section.
P.L. 1947, ch. 1976, § 19; G.L. 1956, § 7-8-22.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-23. - Impairment of solvency prohibited.

§ 7-8-23. Impairment of solvency prohibited.
No purchase or recall shall be made by the directors under § 7-8-20 or any other section if to do so would impair the solvency of the association.
History of Section.
P.L. 1947, ch. 1976, § 18; G.L. 1956, § 7-8-23.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-24. - Expulsion of members.

§ 7-8-24. Expulsion of members.
The bylaws may make provision for the expulsion of members by a two-thirds (⅔) vote of the members present at a regular or special meeting. The bylaws shall provide for the giving to a member of written notice of the charges against him or her at least three (3) weeks in advance of the meeting. The member shall have opportunity to be heard in person, or by counsel, at the meeting. On decision of the association to expel a member, the board of directors shall purchase the member’s holdings at par value, when there are sufficient reserve funds.
History of Section.
P.L. 1947, ch. 1976, § 20; G.L. 1956, § 7-8-24.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-25. - Exemption of holdings from attachment.

§ 7-8-25. Exemption of holdings from attachment.
The holdings of any member of an association, to the extent of the minimum amount necessary for membership, but not to exceed fifty dollars ($50.00), is exempt from attachment, execution, or garnishment for the debts of the owner.
History of Section.
P.L. 1947, ch. 1976, § 21; G.L. 1956, § 7-8-25.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-26. - Apportionment of net savings.

§ 7-8-26. Apportionment of net savings.
At least once a year, the members and/or directors, as provided in the articles of association or bylaws, shall apportion the net savings of the association, after payment of return on capital, and after deduction of sums retained for proper corporate purposes, which may include an educational fund and a fund for the general welfare of the members, among member patrons, or to all patrons of the association in proportion to their patronage. However:
(1)
Not less than ten percent (10%) shall be placed in a reserve fund until such time as the fund equals at least fifty percent (50%) of the paid-up capital, and the fund may be used in the general conduct of business.
(2)
Sums allocated to subscribers and nonmembers as a result of the apportionment need not be paid in cash but may, if the articles of association or bylaws provide, be credited on the books of the association toward the payment of the minimum amount of share or membership capital subscribed for, or necessary for membership.
(3)
If, within any period of time specified in the bylaws:
(i)
Any subscriber has not accumulated and paid in the amount of capital subscribed for, or necessary for membership, whichever is specified in the articles of association or bylaws; or
(ii)
Any nonmember has not accumulated in his or her account the sum necessary for membership, or has accumulated the sum but neither requests nor agrees to become a member, or fails to comply with any provisions of the bylaws for admission to membership, then the amount accumulated or paid in may, if the articles of association or bylaws provide, be added to the general funds of the association, and subsequently no member, subscriber, or nonmember has any further rights in the paid-in capital or accumulated credits.
History of Section.
P.L. 1947, ch. 1976, § 22; G.L. 1956, § 7-8-26; P.L. 1985, ch. 2, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-27. - Contents of annual report.

§ 7-8-27. Contents of annual report.
The annual report of an association shall include a statement of the receipts, expenditures, assets, and liabilities of the association, and shall, in the case of a nonshare association, include, in lieu of the statement concerning its authorized and issued capital stock required by § 7-1.2-1501, a statement of the total number of members, the number admitted and withdrawn during the year, and the amount of membership fees received.
History of Section.
P.L. 1947, ch. 1976, § 23; G.L. 1956, § 7-8-27; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-28. - Distribution of assets on dissolution.

§ 7-8-28. Distribution of assets on dissolution.
Upon dissolution of an association, its assets, if any, after payment of the expenses of dissolution and the debts of the association, shall be distributed as follows:
(1)
By returning to the members the par value of their shares or of their membership certificates, returning to subscribers the amounts paid on their subscriptions, and returning to those entitled to them the amounts allocated in distribution of net savings as contemplated by § 7-8-26; and
(2)
By distributing any surplus as provided in the articles of association.
History of Section.
P.L. 1947, ch. 1976, § 24; G.L. 1956, § 7-8-28.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-29. - Bonding of officers and employees.

§ 7-8-29. Bonding of officers and employees.
Every individual acting as officer or employee of an association, and handling funds or securities amounting to one thousand dollars ($1,000) or more in any one year, shall be covered by an adequate bond as determined by the board of directors, and at the expense of the association.
History of Section.
P.L. 1947, ch. 1976, § 25; G.L. 1956, § 7-8-29.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-30. - Annual audit of books.

§ 7-8-30. Annual audit of books.
Every association shall have its books audited at the end of its fiscal year by an experienced bookkeeper or accountant, who shall not be an officer or director. Where the annual business amounts to less than ten thousand dollars ($10,000), the audit may be performed by a committee of three (3), who shall not be directors, officers, or employees. A written report of the audit, the balance sheet, and the income and expenses, shall be submitted to the annual meeting of the association.
History of Section.
P.L. 1947, ch. 1976, § 26; G.L. 1956, § 7-8-30.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-31. - Exemption from securities law.

§ 7-8-31. Exemption from securities law.
The provisions of chapter 11 of this title do not apply to shares of stock of, or memberships in, associations formed under this chapter, or associations formed under like laws of other states, territories, the District of Columbia, or the United States, or to persons selling shares of stock of, or memberships in, the associations.
History of Section.
P.L. 1947, ch. 1976, § 27; G.L. 1956, § 7-8-31.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-32. - Acceptance of chapter by cooperatives formed under other law.

§ 7-8-32. Acceptance of chapter by cooperatives formed under other law.
Any corporation incorporated under another law of this state and operating on a cooperative basis may elect, by a vote of a majority of its members voting, to secure the benefits of and be bound by this chapter, and shall subsequently amend any of its articles of association and bylaws that are not in conformity with this chapter. A certified copy of the amended articles of association shall be filed with the secretary of state, and a certified copy of the above vote and a fee of five dollars ($5.00) paid to the secretary of state. Upon the filing and the payment of the fee, the corporation is subsequently, in all respects, governed by the provisions of this chapter.
History of Section.
P.L. 1947, ch. 1976, § 28; G.L. 1956, § 7-8-32.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-33. - Use of word “cooperative”.

§ 7-8-33. Use of word “cooperative”.
(a)
Only associations organized under this chapter, corporations organized on a cooperative basis under any other law of this state, credit unions, unincorporated groups operating on a cooperative basis, and foreign corporations operating on a cooperative basis and authorized to do business in this state, are entitled to use the term “cooperative”, or any abbreviation or derivation of the term, as part of their business name, or to represent themselves as conducting business on a cooperative basis. However, any firm or corporation using the word “cooperative” as part of its business name prior to January 1, 1947, is not subject to the provisions of this section.
(b)
Any person, firm, or corporation violating the above provision shall, upon conviction of the offense, be punished by a fine of not less than twenty-five dollars ($25.00), with an additional fine of not more than two hundred dollars ($200) for each month during which a violation occurs, or by imprisonment for not less than thirty (30) days nor more than one year, or by both fine and imprisonment.
History of Section.
P.L. 1947, ch. 1976, § 29; G.L. 1956, § 7-8-33.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-34. - Inapplicable law.

§ 7-8-34. Inapplicable law.
No law in this state that is conflicting or inconsistent with any part of this chapter shall to the extent of the conflict or inconsistency, be construed as applicable to associations formed by authority of this chapter. Sections 7-1.2-613 and 7-1.2-708 do not apply to associations organized by authority of this chapter.
History of Section.
P.L. 1947, ch. 1976, § 30; G.L. 1956, § 7-8-34; P.L. 1985, ch. 2, § 1; P.L. 2005, ch. 36, § 6; P.L. 2005, ch. 72, § 6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-8 - Consumers’ Cooperatives › Section 7-8-35. - Severability.

§ 7-8-35. Severability.
If any provision of this chapter, or the application of it to any person or circumstance is held unconstitutional or otherwise invalid for any reason, the validity of the remainder of this chapter and the application of the provision to other persons or circumstances is not affected by the invalidity.
History of Section.
P.L. 1947, ch. 1976, § 31; G.L. 1956, § 7-8-35.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-1. - Power to enter guaranty and suretyship contracts.

§ 7-9-1. Power to enter guaranty and suretyship contracts.
Any company incorporated and organized under the laws of any state of the United States, that has a paid up capital of at least two hundred fifty thousand dollars ($250,000), and that has charter authority to transact business as surety on obligations of persons or corporations, may, upon compliance with all the requirements of law regulating the admission of the companies to transact business in this state, and to the extent of its corporate powers, enter into any contract of guaranty or may be accepted as sole surety upon the bond, undertaking, or obligation of any person or corporation giving bond in this state or required by law to give bond in this state, except as otherwise provided, whether the bond is given in civil or criminal judicial proceedings or for the due performance of the duties of any office or employment, or however otherwise the guaranty, bond, undertaking, or obligation is given; and the company may also be accepted as sole surety upon any recognizance or other obligation of record that any person or corporation may be required by law in any way to enter into in this state.
History of Section.
G.L. 1896, ch. 186, § 1; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 1; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 1; G.L. 1938, ch. 119, § 1; P.L. 1939, ch. 659, § 2; G.L. 1956, § 7-9-1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-2. - Power to execute bonds and obligations.

§ 7-9-2. Power to execute bonds and obligations.
Any company authorized to do business in this state may make, sign, seal, execute, acknowledge, and deliver any bond, guaranty, undertaking, or any other obligation in this state, or may enter into any recognizance or other obligation of record in this state, by its attorney in fact or by its officer or officers, agent or authorized agents; and the authority from the company may be shown in the same manner that similar authority may be shown in the case of other corporations.
History of Section.
G.L., ch. 186, § 1, as enacted by P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 1; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 1; G.L. 1938, ch. 119, § 1; G.L. 1956, § 7-9-2; P.L. 2018, ch. 346, § 10.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-3. - Acceptance of corporate bond as sole surety.

§ 7-9-3. Acceptance of corporate bond as sole surety.
No additional surety is required upon any judicial or official bond or upon any recognizance or other obligation of record, by the judge, head of department, or other officer approving the bond or taking the recognizance, if he or she deems the surety sufficient, but additional surety may be required by him or her, if in his or her discretion necessary. In all bonds, undertakings, or other obligations, and in all recognizances or other obligations of record in which “sureties” are required by law or otherwise in this state, the sole suretyship of any company duly authorized to do business in this state, if deemed sufficient surety by the person, judge, or official approving or accepting the bond, undertaking, or other obligation, or taking the recognizance or other obligation of record, is deemed a full compliance with any requirement for “sureties”.
History of Section.
G.L. 1896, ch. 186, § 1; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 1; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 1; G.L. 1938, ch. 119, § 1; G.L. 1956, § 7-9-3.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-4. - Purpose of provisions.

§ 7-9-4. Purpose of provisions.
It is declared to be the true intent and meaning of §§ 7-9-1 — 7-9-7 to enable any company, incorporated and authorized to do business under the laws of this state, to the extent of its corporate powers, to become guarantor in this state, or to become surety upon any bond, undertaking, or other obligation, or to enter into any recognizance or other obligation of record, in any way, to the same extent, with the same rights, and under the same liabilities as any natural person.
History of Section.
G.L. 1896, ch. 186, § 1; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 1; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 1; G.L. 1938, ch. 119, § 1; G.L. 1956, § 7-9-4.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-5. - Allowance of bonding costs in accounts.

§ 7-9-5. Allowance of bonding costs in accounts.
Any court or officer whose duty it is to pass upon the account of any person or corporation required by law to give bond, may, whenever the person or corporation has given any company as surety upon the bond, allow in the settlement of the account a reasonable sum for the expense of procuring the surety.
History of Section.
G.L. 1896, ch. 186, § 2; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 2; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 2; G.L. 1938, ch. 119, § 2; G.L. 1956, § 7-9-5.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-6. - Premiums for bonds payable to state.

§ 7-9-6. Premiums for bonds payable to state.
Whenever, by the laws of this state, any officer is required to give bond to the state, the bond shall be taken by the general treasurer, in the name of the state, from a company authorized to do business in the state, at the state’s expense; and the state controller shall draw his or her order for the payment of the cost of the bond out of any money in the treasury not otherwise appropriated, upon the receipt of vouchers for it approved by the general treasurer.
History of Section.
G.L. 1896, ch. 186, § 4; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 4; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 4; G.L. 1938, ch. 119, § 4; impl. am. P.L. 1939, ch. 660, § 65; G.L. 1956, § 7-9-6.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-9 - Additional Powers of Corporations › Section 7-9-7. - Estoppel of corporation to deny authority.

§ 7-9-7. Estoppel of corporation to deny authority.
Any company that makes, signs, seals, executes, acknowledges, or delivers any bond, guaranty, undertaking, or other obligation of record in this state, or that enters into any recognizance or other obligation of record whatsoever in this state, under the provisions of §§ 7-9-1 — 7-9-7, is estopped, in any proceedings to enforce the liability which it has assumed to incur, to deny its corporate power to make, sign, seal, execute, acknowledge, or deliver the bond, guaranty, undertaking, or other obligation, or to enter into the recognizance or other obligation of record.
History of Section.
G.L. 1896, ch. 186, § 3; P.L. 1902, ch. 1053, § 1; G.L. 1909, ch. 226, § 3; P.L. 1911, ch. 667, § 1; G.L. 1923, ch. 264, § 3; G.L. 1938, ch. 119, § 3; G.L. 1956, § 7-9-7.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-201. - Broker-dealer and sales representative licensing.

§ 7-11-201. Broker-dealer and sales representative licensing.
(a)
No person may transact business in this state as a broker-dealer or sales representative unless licensed or exempt from licensing under this chapter.
(b)
No broker-dealer licensed under this chapter and no issuer may employ a person as a sales representative in this state unless the sales representative is licensed or exempt from licensing under this chapter.
(c)
No broker-dealer or issuer engaged in offering securities in this state may employ, directly or indirectly, a person to engage in any activity in this state contrary to a suspension or bar from association with a broker-dealer or investment adviser imposed against that person by the director. No broker-dealer or issuer violates this subsection unless the broker-dealer or issuer knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from a broker-dealer or issuer and for good cause shown, the director, by order, may waive the prohibition of this subsection regarding a person suspended or barred.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-203. - Investment adviser and investment adviser representative licensing.

§ 7-11-203. Investment adviser and investment adviser representative licensing.
(a)
No person may transact business in this state as an investment adviser or an investment adviser representative unless licensed or exempt from licensing under this chapter.
(b)
No investment adviser licensed under this chapter may employ a person as an investment adviser representative in this state unless the investment adviser representative is licensed or exempt from licensing under this chapter.
(c)
No investment adviser may directly or indirectly employ a person to engage in any activity in this state contrary to a suspension or bar from association with a broker-dealer or investment adviser imposed against that person by the director. A federal covered adviser may not directly or indirectly employ a person having a place of business in this state to engage in any activity in this state if that person is currently subject to a suspension or bar from association with a broker-dealer or investment adviser against that person by the director. No investment adviser or federal covered adviser violates this subsection unless the investment adviser or federal covered adviser knows or in the exercise of reasonable care should know of the suspension or bar. Upon request from an investment adviser or a federal covered adviser and for good cause shown, the director may by order waive the prohibition of this subsection regarding a suspended or barred person.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-204. - Exempt investment advisers and investment adviser representatives.

§ 7-11-204. Exempt investment advisers and investment adviser representatives.
The following investment advisers and investment adviser representatives are exempt from the licensing requirements of § 7-11-203:
(1)
An investment adviser who is not required to be registered as an investment adviser under the Investment Advisers Act of 1940, 15 U.S.C. § 80b-1 et seq., if:
(i)
Its only clients in this state are other investment advisers, federal covered advisers, broker-dealers, financial or institutional investors; and the investment adviser has no place of business in this state and the investment adviser directs business communications in this state to a person who is an existing client of the investment adviser and whose principal place of residence is not in this state; or
(ii)
The investment adviser has no place of business in this state and the investment adviser, during the preceding twelve (12) month period, has had not more than five (5) clients, other than those specified in subsection (1)(i), who are residents of this state;
(2)
An investment adviser representative if the investment adviser with whom it is associated is exempt under subsection (1) of this section; and
(3)
Other investment advisers or investment adviser representatives the director exempts by rule or order.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1; P.L. 2001, ch. 118, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-205. - Application.

§ 7-11-205. Application.
(a)
An applicant for licensing as a broker-dealer, sales representative, investment adviser, or investment adviser representative shall file with the director an application for licensing and a consent to service of process under § 7-11-708. The application for licensing must contain the information that the director, by rule, determines is necessary.
(b)
The requirements of subsection (a) are satisfied by an applicant who has filed and maintains a completed and current registration with the Securities and Exchange Commission or a self-regulatory organization by filing with the director notice of the registration in the form and content determined by rule by the director and a consent to service of process under § 7-11-708. The registration information filed with the Securities and Exchange Commission or self-regulatory organization must be available to the director through a central registration depository system approved by the director. The director may require by order the submission of additional information by an applicant.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-207. - Examinations.

§ 7-11-207. Examinations.
(a)
The director may by rule or order impose an examination requirement upon an applicant or class of applicants for licensing under this chapter.
(b)
An examination may be administered by the director or a designee of the director. An examination may be oral or written or both and may differ for each class of applicants.
(c)
The director may by rule or order waive an examination requirement imposed under subsection (a) as to a person or class of persons if the director determines that the examination is not necessary for the protection of investors.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-210. - Licensing of successor firms.

§ 7-11-210. Licensing of successor firms.
(a)
A licensed broker-dealer or investment adviser may file an application for licensing of a successor, whether or not the successor is in existence, if the fee the director prescribes for the application is submitted with the application.
(b)
When a broker-dealer or investment adviser succeeds to and continues the business of a licensed broker-dealer or investment adviser, the license of the predecessor remains effective as the license of the successor for sixty (60) days after the succession, if an application for licensing is filed by the successor within thirty (30) days after the succession.
(c)
Licensing of each then licensed sales representative of the broker-dealer or of each then licensed investment adviser representative of the investment adviser filing an application under subsection (a) or (b) continues automatically without a separate filing or fee upon the licensing of the successor.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-211. - Inspection power.

§ 7-11-211. Inspection power.
(a)
Without previous notice, the director may examine or investigate in a manner reasonable under the circumstances the records, within or without this state, of a broker-dealer, sales representative, investment adviser, or investment adviser representative licensed by the state or entitled to an exemption from licensing as well as any person who may be acting as a broker, dealer, sales representative, investment adviser, or investment adviser representative without a license or exemption to engage in such activity(ies) in order to determine compliance with this chapter. Broker-dealers, sales representatives, investment advisers, and investment adviser representatives must make their records available to the director in legible form.
(b)
The director may copy records or require a licensed person to copy records and provide the copies to the director to the extent and in a manner reasonable under these circumstances.
(c)
The director may impose a reasonable fee for the expense of conducting an examination or an investigation under this section.
(d)
Upon receipt of a report or complaint, the director may conduct an inspection to determine whether any violation or unlicensed activity has occurred.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 2001, ch. 190, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-213. - Denial, suspension, or revocation on grounds of lack of qualification.

§ 7-11-213. Denial, suspension, or revocation on grounds of lack of qualification.
The director’s determination that an applicant or licensed person lacks qualification under § 7-11-212 is limited by the following provisions. The director:
(1)
May not enter an order against a broker-dealer on the basis of the lack of qualification of:
(i)
A person other than the broker-dealer if the broker-dealer is an individual; or
(ii)
A sales representative of the broker-dealer.
(2)
May not enter an order against an investment adviser on the basis of the lack of qualification of:
(i)
A person other than the investment adviser if the investment adviser is an individual;
(ii)
Any other person who represents the investment adviser in doing an act that makes the person an investment adviser; or
(iii)
An investment adviser representative of the investment adviser.
(3)
May not enter an order solely on the basis of lack of experience of the applicant or licensed person if the applicant or licensed person is qualified by training or knowledge, or both.
(4)
Shall consider that a sales representative who will work under the supervision of a licensed broker-dealer need not have the same qualifications as a broker-dealer.
(5)
Shall consider that an investment adviser is not necessarily qualified solely on the basis of experience as a broker-dealer or sales representative.
(6)
Shall consider that an investment adviser representative who will work under the supervision of a licensed investment adviser need not have the same qualifications as an investment adviser.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1991, ch. 69, 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-214. - Withdrawal.

§ 7-11-214. Withdrawal.
(a)
An application for a license may be withdrawn by the applicant without prejudice before the license becomes effective.
(b)
Withdrawal from licensing as a broker-dealer, sales representative, investment adviser, or investment adviser representative becomes effective thirty (30) days after receipt by the director of an application to withdraw or within any shorter period the director determines by order, unless:
(1)
A revocation or suspension proceeding is pending when the application is filed;
(2)
A proceeding to revoke or suspend or to impose conditions upon the withdrawal is instituted within thirty (30) days after the application is filed; or
(3)
Additional information is requested by the director regarding the withdrawal application.
(c)
If a proceeding is pending or instituted under subsection (b), withdrawal becomes effective at the time and upon the conditions the director determines by order. If additional information is requested, withdrawal is effective thirty (30) days after the additional information is filed. Although no proceeding is pending or instituted and withdrawal becomes effective, the director may institute a proceeding under § 7-11-212 within one year after withdrawal became effective and enter an order as of the last date on which licensing was effective.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part II - Licensing of Broker-Dealers, Sales Representatives, and Investment Advisers and Investment Adviser Representatives › Section 7-11-215. - Custody of clients’ securities and funds.

§ 7-11-215. Custody of clients’ securities and funds.
Unless prohibited by rule or order of the director, an investment adviser registered under this chapter may take or retain custody of securities or funds of a client.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part III - Registration of Securities › Section 7-11-301. - Registration requirement.

§ 7-11-301. Registration requirement.
A person may not offer to sell or sell a security in this state unless the security:
(1)
Is registered under this chapter;
(2)
The security or transaction is exempt under this chapter; or
(3)
It is a federal covered security.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part IV - Exemptions from Registration › Section 7-11-403. - Provisions applicable to exemptions generally.

§ 7-11-403. Provisions applicable to exemptions generally.
(a)
The director may by order deny or revoke an exemption specified in § 7-11-401 or 7-11-402 regarding a specific security or transaction if the director reasonably believes, after inquiry, that there is about to be or has been a violation of this chapter and that the action is necessary or appropriate for the protection of investors. Following entry of any order, the procedures set forth in § 7-11-710 shall be followed. No order under this subsection may operate retroactively.
(b)
In any civil, criminal, or administrative proceeding under this chapter, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
(c)
The director may by rule exempt any other class of securities or transactions from §§ 7-11-301 and 7-11-404. Exemptions are subject to restrictions and conditions imposed by rule that the director determines are necessary for the protection of investors.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part IV - Exemptions from Registration › Section 7-11-404. - Filing of sales and advertising literature.

§ 7-11-404. Filing of sales and advertising literature.
The director may require by rule or order the filing of a prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser or federal covered adviser, unless the security or transaction is exempt under § 7-11-401 or 7-11-402 or is a federal covered security.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part V - Fraudulent and Other Prohibited Practices › Section 7-11-501. - Offers, sales, and purchases.

§ 7-11-501. Offers, sales, and purchases.
In connection with the offer to sell, sale, offer to purchase, or purchase of a security, a person may not, directly or indirectly:
(1)
Employ a device, scheme, or artifice to defraud;
(2)
Make an untrue statement of a material fact or omit to state a material fact necessary in order to make the statement made, in the light of the circumstances under which they are made, not misleading; or
(3)
Engage in an act, practice, or course of business that operates or would operate as a fraud or deceit on a person.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part V - Fraudulent and Other Prohibited Practices › Section 7-11-502. - Market manipulation.

§ 7-11-502. Market manipulation.
(a)
Without limiting the general applicability of § 7-11-501, a person may not directly or indirectly:
(1)
Quote a fictitious price with respect to a security;
(2)
Effect a transaction in a security which involved no change in the beneficial ownership of the security for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security;
(3)
Enter an order for the purpose of a security with the knowledge that an order of substantially the same size and at substantially the same time and price for the sale of the security has been, or will be, entered by or for the same, or affiliated, person for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security;
(4)
Enter an order for the sale of a security with knowledge that an order of substantially the same size and at substantially the same time and price for the purchase of the security has been, or will be, entered by or for the same, or affiliated, person for the purpose of creating a false or misleading appearance of active trading in a security or with respect to the market for the security; or
(5)
Employ any other deceptive or fraudulent device, scheme, or artifice to manipulate the market in a security.
(b)
Transactions effected in compliance with the applicable provisions of the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., and the rules and regulations of the Securities and Exchange Commission under that Act do not constitute market manipulation under subsection (a).
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part V - Fraudulent and Other Prohibited Practices › Section 7-11-503. - Prohibited transactions by investment advisers, federal covered advisers.

§ 7-11-503. Prohibited transactions by investment advisers, federal covered advisers.
An investment adviser, a federal covered adviser, or a person who represents an investment adviser or a federal covered adviser may not, directly or indirectly:
(1)
Employ a device, scheme, or artifice to defraud a client;
(2)
Engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon a client; or
(3)
Act as principal for his or her own account, knowingly sell any security to or purchase any security from a client, or acting as broker for a person other than the client, knowingly effect any sale or purchase of any security for the account of the client, without disclosing to the client, in writing, before the completion of the transaction the capacity in which he or she is acting and obtaining the consent of the client to the transaction. The prohibitions of this subsection do not apply to a federal covered adviser or to any transaction with a customer of a broker-dealer if the broker-dealer is not acting as an investment adviser in relation to the transaction.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part V - Fraudulent and Other Prohibited Practices › Section 7-11-504. - Misleading filings.

§ 7-11-504. Misleading filings.
In a document filed with the director or in a proceeding under this chapter, no person may make or cause to be made any untrue statement of material fact or omit or cause to be omitted a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
History of Section.
P.L. 1990, ch. 460, § 2.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part V - Fraudulent and Other Prohibited Practices › Section 7-11-505. - Unlawful representations concerning licensing, registration, or exemption.

§ 7-11-505. Unlawful representations concerning licensing, registration, or exemption.
(a)
Neither the fact that a notice filing or an application for licensing or a registration statement has been filed under this chapter nor the fact that a person is licensed or a security is registered under this chapter constitutes a finding by the director that a document filed under this chapter is true, complete, and not misleading. Neither of those facts nor the fact that an exemption or exception is available for a security or a transaction means that the director has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction.
(b)
No person may make, or cause to be made, to a purchaser, customer, or client a representation inconsistent with subsection (a) of this section.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1997, ch. 69, § 1.
2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-11 - Rhode Island Uniform Securities Act › Part VI - Enforcement and Civil Liability › Section 7-11-601. - Investigations — Subpoena power.

§ 7-11-601. Investigations — Subpoena power.
(a)
The director may make any investigation, within or without this state, as the director finds necessary to determine whether a person has violated, or is about to violate, this chapter or a rule or order of the director under this chapter or to aid in enforcement of this chapter.
(b)
Except as provided in § 7-11-703(c), the director may publish information concerning a violation of this chapter or a rule or order of the director under this chapter or concerning types of securities or acts or practices in the offer, sale, or purchase of types of securities which may operate as a fraud or deceit.
(c)(1)
For purposes of an investigation or proceeding under this chapter, the director or an officer or employee designated by the director may by rule or order administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production, by subpoena or otherwise, of books, papers, correspondence, memoranda, agreements, other documents, and records which the director determines to be relevant and material to the investigation or proceeding.
(2)
The director may require or permit a person to file a statement, under oath or otherwise as the director determines, as to the facts and circumstances concerning the matter to be investigated.
(3)
The director may issue and apply to enforce a subpoena in this state at the request of a securities agency or administrator of another state if the activities constituting an alleged violation for which the information is sought would be in violation of this chapter if the activities had occurred in this state.
(d)
If a person does not testify or produce the documents required by the director or a designated officer or employee pursuant to subpoena, the director or designated employee may apply to the court for an order compelling compliance.
(e)
A request for an order of compliance may be addressed to either:
(1)
The superior court if the person is subject to a service of process in this state; or
(2)
A court of another state able to assert jurisdiction over the person refusing to testify or produce, if the person is not subject to service of process in this state.
(f)
Not later than the time the director requests an order for compliance, the director shall either send notice of the request by registered or certified mail, return receipt requested, to the respondent at the last known address or take other steps that are reasonably calculated to give the respondent actual notice.
History of Section.
P.L. 1990, ch. 460, § 2; P.L. 1991, ch. 69, § 1.