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) › § 861 - Registration and notification requirements

(a) It is unlawful for any person to transact business in Puerto Rico as a broker-dealer or agent unless he is registered under this chapter.
(b) It shall be unlawful for any broker-dealer or issuer to employ an agent unless said agent is registered. The registration of an agent shall not be effective during the period of time in which the agent is not associated with a particular broker-dealer registered under the provisions of this chapter, or with a particular issuer. When an agent begins or terminates an association with the broker-dealer or issuer, or begins or terminates those activities which make him/her an agent, it shall be the duty of both said agent and the broker-dealer or the issuer to promptly notify the Commissioner.
(c) It shall be illegal for any person to do business in Puerto Rico as an investment advisor or a representative of an investment advisor unless he/she:
(1) Is registered as such pursuant to the provisions of this chapter;
(2) is registered as a broker-dealer without being subject to any condition under § 864(b)(5) of this title, or
(3) does not have a place of business in Puerto Rico and:
(A) His/her only clients in Puerto Rico are investment companies as defined in the Puerto Rico Investment Companies Act, §§ 661 et seq. of this title, or the federal act entitled the “Investment Company Act of 1940”, other investment advisors, federally-covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefit plans, with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether acting on their own behalf or as trustees that have control to invest, or other institutional investor thus designated by the Commissioner, or insurance companies, or
(B) has not had more than five (5) resident clients in Puerto Rico during the preceding twelve (12) months, with the exception of those specified in paragraph (A) of this clause.
(d) It shall be illegal for any person to do business in Puerto Rico as a federally-covered investment advisor unless he/she:
(1) Has filed notice of a registration statement, pursuant to the provisions of this chapter;
(2) is registered as a broker-dealer without being subject to any condition under § 864(b)(5) of this title, or
(3) has no place of business in Puerto Rico and:
(A) His/her only clients in Puerto Rico are investment companies as defined in the Investment Company Act of Puerto Rico, §§ 661 et seq. of this title, or the federal act entitled “Investment Company Act of 1940”, other investment advisors, federally-covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefit plans with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether acting on his/her own behalf or as a trustee with control to invest; or other institutional investor designated as such by the Commissioner or insurance companies, or
(B) has not had more than five (5) resident clients in Puerto Rico during the preceding twelve (12) months, with the exception of those specified in paragraph (A) of this clause.
(e)
(1) It shall be illegal for any person who under the provisions of this chapter should register as an investment advisor, to employ an investment advisor representative unless the investment advisor representative is, in turn, registered under the provisions of this chapter. The registration of an investment advisor representative shall not be effective while said investment advisor representative is not associated to an investment advisor who is registered under the provisions of this chapter.
(2) It shall be illegal for a federally-covered investment advisor to employ, supervise or associate with an investment advisor who has a place of business in Puerto Rico, unless said investment advisor representative has filed a notice of a registration statement under the provisions of this chapter. When an investment advisor representative commences or terminates a relationship with an investment advisor, the investment advisor (in the case of subsection (d)(1) of this section), or the investment advisor representative (in the case of subsection (d)(2) of this section), shall be bound to promptly give notice to the Commissioner of it.
(f) It shall be illegal for any person who does business as an investment advisor under federal coverage in Puerto Rico, to employ, supervise or associate with an investment advisor representative who has a place of business in Puerto Rico, unless:
(1) He/she has filed notice of a registration statement under the provisions of this chapter;
(2) is registered as a broker-dealer without being subject to any condition under § 864(b)(5) of this title, or
(3) does not have a place of business in Puerto Rico and:
(A) His/her only clients in Puerto Rico are investment companies as they are defined in the Puerto Rico “Investment Companies Act”, §§ 661 et seq. of this title, or the federal law entitled “Investment Company Act of 1940”, other investment advisors, federally-covered advisors, broker-dealers, banks, trust companies, savings and loan associations, employee benefits plans, with assets of not less than one million dollars ($1,000,000), agencies or instrumentalities of the Government of Puerto Rico, whether in their own behalf or as a trustee who holds control to invest, or other institutional investor who is so designated by the Commissioner, or insurance companies, or
(B) during the prior twelve (12) months has not had more than five (5) resident clients in Puerto Rico, with the exception of those specified in paragraph (A) of this clause.
(g) Every registration or notice of a registration statement shall expire one year after its effective date. The Commissioner shall draft by regulations or an order, an initial program for the renewal of registrations or notices of registration, so that subsequent renewals of registrations or notices of registration statements that are in effect on the effective date of this act, may be scheduled on alternate calendar months. To such effects, the Commissioner, by regulations, may reduce the registration fees, or notice of registration statement fees proportionally. It is unlawful for any person to transact business in Puerto Rico as a broker-dealer or agent unless he is registered under this chapter.
History —June 18, 1963, No. 60, p. 128, § 201; Aug. 11, 1996, No. 114, § 5; July 26, 1999, No. 167, § 1.