2023 Laws of Puerto Rico › TITLE TEN - Commerce (§§ 1 — 4196) › Subtitle 1 - Regulation of Business Generally (§§ 1 — 998q) › Chapter 37 - Uniform Securities Act (§§ 851 — 898) › Subchapter II - Registration of Broker-Dealers, Agents and Investment Advisers (§§ 861 — 864) › § 862 - Registration or notice procedures

(a) A broker-dealer, agent, investment advisor or investment advisor representative may register or notify his/her registration statement initially, or renew his/her registration or notice of registration statement, by filing an application or notice before the Commissioner, and also giving consent to be summoned pursuant to the provisions of § 894(g) of this title. The application or notice shall contain any information regarding the matter required by the Commissioner, such as:
(1) The manner and place in which the applicant was organized;
(2) the manner in which the applicant intends to conduct business;
(3) the qualifications and business history of the applicant; in the case of a broker-dealer or investment adviser, the qualifications and history of any partner, official or director or of any person occupying a similar position or performing similar functions, or any person directly or indirectly controlling the broker-dealer or the investment adviser; and in the case of an investment adviser, the qualifications and business history of any employee;
(4) any injunction or administrative order or conviction for a crime involving securities or any aspect of the securities business, or any dishonest activity unrelated to the securities business, and
(5) the financial condition and history of the applicant.
The Commissioner may, through regulation or order, require that the applicant of an initial registration publish notices relative to said application in one or more of the newspapers published in Puerto Rico, designated by the Commissioner. If no denial order is in effect concerning said registration and no proceeding is pending pursuant to § 864 of this title, the registration shall be effective at noon of the thirtieth (30th) day after the application has been filed. The Commissioner may, through regulation or order, specify an earlier effective date and may, through an order, defer the effective date until noon of the thirtieth day after any amendment has been filed.
(b) Every investment advisor under federal coverage, before acting as such in Puerto Rico, shall submit copies of those documents that he/she has filed with the SEC to the Commissioner, as required by order or regulations of the Commissioner, giving his/her consent to be summoned pursuant to the provisions of § 894(g) of this title. Said federally covered investment advisor shall file with the Commissioner, copies of any amendments to the documents filed with the SEC. The provisions of this subsection shall not be applicable to a federally covered investment advisor whose only clients in Puerto Rico are those described in § 861(c)(3) of this title.
(c) Fees to be paid. —
(1) Broker-dealers and broker-dealer agents. — Any applicant for an initial registration or renewal shall pay a filing fee of five hundred dollars ($500) in the case of a broker-dealer; one hundred fifty dollars ($150) in the case of an agent. When an agent requests a transfer, he/she shall pay a fee of one hundred fifty dollars ($150). When the application is denied or withdrawn, the Commissioner shall retain the total filing fee.
(2) Investment advisors and investment advisor representatives. — Any applicant for initial registration or renewal shall pay a filing fee of five hundred dollars ($500) in the case of investment advisors and investment advisor representatives. When the application is denied or withdrawn, the Commissioner shall retain the total filing fee.
(3) Federally covered investment advisors. — Any person who operates as a federally covered investment advisor in Puerto Rico shall pay a notice of registration fee or a renewal of notice fee of five hundred dollars ($500). If the notice is denied or withdrawn the Commissioner shall retain the total notice fee.
(d) A broker-dealer, investment advisor, or registered federally covered investment advisor, may file a registration fee or a notice, as the case may be, for a successor, for the unexpired part of the year, whether said successor has been organized or not. No filing fee shall be charged.
(e) The Commissioner, by regulations to such effect, may require the broker-dealers to have a minimum capital or prescribe the ratio between the net capital and the total debt, subject to the limitations as established in § 15 of the “Stock Exchange Regulating Act of 1934”. Likewise, the Commissioner may require minimum financial requirements from the registered investment advisors, through regulations to such effect, subject to the limitations established in § 222 of the “Investment Advisors Act of 1940”.
(f) Subject to the limitations imposed by § 15 of the “Stock Exchange Regulating Act of 1934”, with regard to broker-dealers, and § 222 of the “Investment Advisors Act of 1940”, with regard to investment advisors, the Commissioner may require broker-dealers, agents and registered investment advisors, through regulations to such effects, to post bonds up to the sum of fifty thousand dollars ($50,000), and may establish conditions. Any appropriate deposit whether in cash or stock shall be accepted in lieu of the required bond. No registered person whose net capital, which can be defined by regulations, exceeds one hundred thousand dollars ($100,000), or who can offer such other securities that are acceptable to the Commissioner, shall not be required to post a bond. Every bond shall provide for any action under § 890 of this title, and if the Commissioner thus orders it by regulation or order, by any person who may have a cause of action that does not arise from this chapter. Every bond shall provide that no lawsuit shall be filed to enforce any liability contracted by virtue of said bond unless said suit is filed within two (2) years after the sale or any other act that gives rise to the suit.
(g) It shall be a requirement of this jurisdiction that the broker-dealers who wish to register in Puerto Rico shall be members of the National Association of Securities Dealers, Inc. (NASD), or its successor.
(h) The Commissioner may use the services of the Central Registration Depository (CRD) or any successor or similar system operated by NASD or its affiliates, to accept registration requests, the filing of documents and the collection of fees in the name of the Commissioner.
History —June 18, 1963, No. 60, p. 128, § 202; July 1, 1986, No. 60, p. 209, § 1; Aug. 28, 1991, No. 77, § 1; Aug. 11, 1996, No. 114, § 6; July 26, 1999, No. 167, § 2.