2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-109 - Registration as broker-dealers, agents, investment advisers, and investment adviser representatives

(a)
It is unlawful for any person to transact business from, in, or into this state as a broker-dealer or agent unless such person is registered as a broker-dealer or agent under this part, except that:
(1)
A bank shall be exempt from registration as a broker-dealer to the extent its activities are excepted under either the definition of "broker" in § 3(a)(4)(B) of the Securities Exchange Act of 1934 (
15 U.S.C. § 78c(a)(4)(B)
), or the definition of "dealer" in § 3(a)(5)(C) of the Securities Exchange Act of 1934 (
15 U.S.C. § 78c(a)(5)(C)
);
(2)
A person who limits such person's activity as a broker-dealer to acting solely as a broker-dealer with regard to charitable gift annuities, as that term is defined by §
56-52-102
, shall be exempt from registration as a broker-dealer;
(3)
A person who limits such person's activity as an agent to acting solely as an agent on behalf of a person who is eligible for the exemption from broker-dealer registration in subdivision (a)(2) shall be exempt from registration as an agent.
(b)
It is unlawful for any broker-dealer to employ an agent to transact business as an agent unless the agent is registered under this part. The registration of an agent is not effective during any period when the agent is not associated with a particular broker-dealer registered under this part. When an agent begins or terminates a connection with a broker-dealer, or begins or terminates those activities which make such person an agent, both the agent and the broker-dealer shall promptly notify the commissioner.
(c)
It is unlawful for any person to transact business from, in, or into this state as an investment adviser or investment adviser representative unless:
(1)
The person is registered as an investment adviser or investment adviser representative under this part;
(2)
The person is required to register as an investment adviser pursuant to § 203 of the Investment Advisers Act of 1940 (
15 U.S.C. § 80b-3
); provided, however, that an initial notice filing, consisting of any documents filed with the securities and exchange commission, a consent to service of process, and a nonrefundable fee of one hundred dollars ($100) shall be filed with the commissioner or the commissioner's designee, with payment of any reasonable costs charged by the designee for processing such filings, ten (10) days prior to the person acting as an investment adviser; and a renewal notice filing containing such information as the commissioner by rule requires and a nonrefundable fee of one hundred dollars ($100) shall be filed with the commissioner or the commissioner's designee, with payment of any reasonable costs charged by the designee for processing such filing for each successive year in which such person acts as such investment adviser; every notice filing of an investment adviser expires annually, unless timely renewed, on December 31 of each year; or
(3)
The person's only clients in this state are insurance companies.
(d)
(1)
Every registration of a broker-dealer or investment adviser expires annually, unless timely renewed, on December 31 of each year.
(2)
Every registration of an agent or investment adviser representative expires annually, unless timely renewed, on December 31 of each year.
(3)
Every notice filing of an investment adviser expires annually, unless timely renewed, on December 31 of each year.
(4)
A registration or notice filing is timely renewed if the renewal application, all required exhibits, and fees are on file with the commissioner by December 31 of each year.
(e)
The commissioner may, after notice and an opportunity for a hearing under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, impose a civil penalty against any person found to be in violation of this section, or any rule or order adopted or issued under this section, in an amount not to exceed ten thousand dollars ($10,000) per violation, or in an amount not to exceed twenty thousand dollars ($20,000) per violation if an individual who is a designated adult is a victim.
(f)
It is unlawful for any investment adviser to employ an investment adviser representative unless the investment adviser representative is registered under this part. The registration of an investment adviser representative is not effective during any period when the investment adviser representative is not associated with a particular investment adviser. When an investment adviser representative begins or terminates a connection with an investment adviser, or begins or terminates those activities which make that person an investment adviser representative, both the investment adviser representative and the investment adviser shall promptly notify the commissioner.
(g)
Notwithstanding subsection (a), a Canadian broker-dealer that is resident in Canada and has no office or other physical presence in the United States and is not an office of, branch of, or a natural person associated with, a broker-dealer otherwise registered in the United States may transact business in this state without registering with the commissioner of commerce and insurance as a broker-dealer under the following conditions:
(1)
The business transacted in this state by the Canadian broker-dealer must be limited to the effecting of or attempt to effect transactions in securities:
(A)
With or for a natural person who regularly resides in Canada and who is temporarily present in this state and with whom the Canadian broker-dealer had a bona fide customer relationship before the natural person entered the United States; or
(B)
With or for a natural person who is a resident of this state, or is temporarily present in this state, and who contributes to, or is or will be entitled to receive the income and assets from, a Canadian retirement account;
(2)
The Canadian broker-dealer files the following with the commissioner of commerce and insurance:
(A)
An annual notice in the form prescribed by the commissioner of commerce and insurance;
(B)
A consent to service of process; and
(C)
An annual fee of two hundred dollars ($200);
(3)
The Canadian broker-dealer is a member of a self-regulatory organization or stock exchange in Canada;
(4)
The Canadian broker-dealer maintains its provincial or territorial registration and its membership in a self-regulatory organization or stock exchange in good standing;
(5)
The Canadian broker-dealer discloses to its customers in this state that the Canadian broker-dealer is not subject to the full regulatory requirements of this part; and
(6)
The Canadian broker-dealer is not in violation of §
48-1-121
and all rules promulgated thereunder.
(h)
Notwithstanding subsection (a), a Canadian agent representing a Canadian broker-dealer transacting business in this state pursuant to this section need not register with the commissioner of commerce and insurance as an agent; provided, that such agent is registered in good standing in the appropriate Canadian jurisdiction.
Amended by 2017 Tenn. Acts, ch. 424, Secs.s 24, s 25, s 26, s 27, s 28, s 29 eff. 5/18/2017.
Acts 1980, ch. 866, § 9; T.C.A., § 48-16-109; Acts 1985, ch. 26, § 2; 1997 , ch. 164, § 4; 2001, ch. 61, §§ 8 - 10; 2001, ch. 80, § 3; 2002, ch. 517, §§ 2, 3; 2002, ch. 550, §§ 2 - 5; 2002, ch. 700, § 7; T.C.A., § 48-2-109.