reglab/statecodes huggingface dataset:
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 2 - DEALERS › Section 16-38-5.5 - Registration; post-effective requirements

Current through June, 2024
(a) Upon approval
				of the application by the commissioner, a certificate of registration shall be
				issued certifying that the dealer is authorized to engage in the securities
				business in this State.
(b) Every
				registrant shall immediately notify the commissioner of any material change in
				any information, exhibits, or schedules submitted, or circumstances disclosed
				in its last prior application, by filing a correcting amendment at the time of
				occurrence or discovery of the changes. Changes that shall be reported under
				this rule include, but are not limited to, the following:
(1) Change in firm name, ownership,
				management, or control of a dealer;
(2) A change in any of its partners,
				officers, or persons in similar positions;
(3) Change in its business address, or the
				creation or termination of a branch office in Hawaii;
(4) Change in type of entity, general plan,
				or character of dealer's business, method of operation or type of securities in
				which it is dealing or trading;
(5)
				Material adverse change in financial condition, insolvency, dissolution or
				liquidation, or impairment of working capital, or noncompliance with the
				minimum capital or bond requirements provided in sections 16-38-5.2(b) and
				16-38-5.3(b);
(6) Termination of
				business or discontinuance of those activities as a dealer or salesperson;
				and
(7) The commencement of any
				proceeding or action that must be disclosed pursuant to the disciplinary
				questions on Form BD, including but not limited to, filing of a criminal charge
				or civil action against a registrant or a partner or officer, in which a
				fraudulent, dishonest, or unethical act is alleged, or a violation of a
				securities law or any aspect of the securities business is involved, entry of a
				court or administrative order or proceeding against a registrant to deny,
				suspend, or revoke a registration, or threatening to do so, or to enjoin it
				from engaging in or continuing any conduct or practice in the securities
				business, or to impose a fine, suspension, or expulsion from the
				NASD.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 2 - DEALERS › Section 16-38-5.6 - Registration; expiration, renewal, termination

Current through June, 2024
(a) All
				registrations shall automatically expire on December 31 of each year (unless
				sooner terminated) and shall be renewed as provided in this section. A dealer
				or issuer shall be responsible for renewing the registration of its
				salespersons at the time the dealer or issuer renews its registration. A member
				of the NASD shall renew its registration with the commissioner by filing the
				renewal documents and fees through the CRD. All other dealers and issuers shall
				renew their registration by annually filing, not earlier than November 1 or
				later than December 1 of the current registration year, an originally executed
				copy of page one of Form BD together with:
(1) All amendments to Form BD that have
				previously been filed with the commissioner;
(2) A list of all salespersons of the dealer
				that are renewing their registrations for the coming calendar year;
(3) A copy of all amendments to Forms U- 4 of
				all such salespersons if such amendments have not been previously filed with
				the commissioner;
(4) A Form U- 5
				on each registered salesperson of the dealer who is not renewing its
				salesperson registration; and
(5) A
				renewal fee as set forth in section 16-38-3 for the dealer and for each
				salesperson renewing a registration.
Dealers who fail to file a complete renewal with the
				  commissioner by December 1 shall be subject to a penalty of one hundred per
				  cent of the renewal fee.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6 - Registration; generally

Current through June, 2024
A person may be registered as a securities salesperson under
				  chapter
				  485, HRS, if the commissioner finds
				  that the applicant is of good repute and otherwise satisfies the requirements
				  of chapter
				  485, HRS, and this
				  chapter.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6.1 - Registration; eligibility requirements; filing requirements

Current through June, 2024
(a)
				An applicant, if a natural person, shall have attained the age of eighteen
				years.
(b) A dealer or issuer may
				apply for the registration of a salesperson by filing a complete Form U- 4 with
				the commissioner together with the application fee set forth in section
				16-38-3. If the dealer is registered through the CRD, the salesperson's Form U-
				4 and fees shall be submitted to the commissioner through the CRD. If the
				dealer is not registered through the CRD, an originally executed Form U- 4 and
				fees shall be filed with the commissioner directly. If requested by the
				commissioner, the applicant shall provide the commissioner copies of documents
				relating to the applicant's disciplinary history as disclosed on Form U-4. Any
				request by the commissioner for such disciplinary documents shall be provided
				in writing to the applicant or the dealer or issuer filing the application
				within sixty days of the application being received by the
				commissioner.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6.2 - Registration; application

Current through June, 2024
(a) An application
				for registration of a salesperson shall be filed in accordance with the
				requirements of section 16-38-6.1.
(b) The commissioner shall notify the
				applicant in writing within sixty days of receipt of the application of any
				deficiencies that must be completed in order for the application to be deemed
				complete. Such deficiencies may include, but are not limited to, requiring
				copies of the documents relating to the applicant 's disciplinary
				history.
(c) A salesperson's
				application that has been on file for a period of ninety days with no attempt
				by the applicant to pass the qualifying examination shall be automatically
				withdrawn sixty days after the applicant has received any deficiency notice
				from the commissioner pursuant to subsection (b) that the deficiency request
				has not been satisfied, shall be deemed automatically withdrawn. The
				commissioner shall notify in writing the applicant and the dealer or issuer
				with which the applicant is affiliated, of the automatic withdrawal and the
				reasons therefor.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6.3 - Registration; examination requirements

Current through June, 2024
(a) Unless
				specifically exempt, every applicant for registration as a securities
				salesperson shall be required to pass a written examination that tests the
				applicant's knowledge of the securities business.
(b) The examination requirement of subsection
				(a) shall be deemed satisfied upon the provision of evidence to the
				commissioner that the applicant:
(1) Has
				passed an examination administered by the NASD that is appropriate for the type
				of business that will be conducted by the salesperson; and
(2) Has not had a lapse of more than two
				continuous years in its registration as a salesperson with the NASD or in any
				state since passing the examination; and
(3) Notwithstanding any other provision to
				the contrary, the commissioner, by order, may waive the examination requirement
				if the commissioner determines that the examination is not necessary or
				appropriate in the public interest or for the protection of
				investors.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6.4 - Registration; post-effective requirements

Current through June, 2024
(a) Every applicant
				and registrant shall promptly file with the commissioner any and all amendments
				necessary to keep the information previously reported on the applicant's or
				registrant's Form U- 4 current and accurate. If the form being amended was
				filed with the commissioner through the CRD, any amendment to the form may also
				be filed through the CRD.
(b) Upon
				the receipt of an amendment, the commissioner may request additional
				information from the applicant or registrant to determine whether the
				applicant's application should be denied or the registrant's registration
				should be suspended or revoked.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 3 - SALESPERSONS › Section 16-38-6.5 - Registration; expiration, renewal, termination

Current through June, 2024
(a) The
				registration of each salesperson of a dealer or issuer shall automatically
				expire on December 31 of each calendar year unless the registration has been
				renewed on or before December 31. A salesperson's registration shall be renewed
				by the dealer or issuer as provided in section 16-38-5.6.
(b) A salesperson's registration may be
				terminated prior to its expiration date by either the dealer or issuer
				employing the salesperson or by the salesperson filing a Form U- 5 with the
				commissioner. Termination shall be effective when the notice of termination is
				received by the commissioner unless another date is indicated on the Form U-5.
				A salesperson who filed its Form U- 4 with the commissioner through the CRD may
				also file its Form U-5 through the CRD.
(c) A salesperson whose registration with a
				dealer or issuer has been terminated may apply for registration as a
				salesperson for another issuer or dealer by filing an application for
				registration with the commissioner in accordance with the requirements of
				section 16-38-6.2.
(d) Termination
				of any dealer's or issuer's registration for any reason shall automatically
				terminate the registration of all salespersons employed by or affiliated with
				the dealer or issuer.
(e) When a
				salesperson ceases the activities of a salesperson, a Form U- 5 to terminate
				the salesperson's registration shall be promptly filed by the issuer or dealer
				with whom the salesperson is registered.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 5 - REGISTRATION OF SECURITIES, PROSPECTUS › Section 16-38-8 - Registration of securities

Current through June, 2024
(a) An application
				to register securities for distribution in the State of Hawaii shall be filed
				with the commissioner on Form U- 1. The application shall include all exhibits
				applicable to the type of registration sought by the applicant, i.e.,
				notification or qualification.
(b)
				An application filed with the SEC under the Securities Act of 1933, Regulation
				A,
				17 CFR sections
				230.251 to
				230.262,
				as amended, may be filed with the commissioner either by notification or
				qualification. Notwithstanding the requirements of the SEC, however, the
				prospectus or offering circular used in connection with an offering of
				securities under Regulation A of the SEC shall contain the financial statements
				prescribed by section 485-9, HRS, (notification) or section 485-10, HRS,
				(qualification).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 5 - REGISTRATION OF SECURITIES, PROSPECTUS › Section 16-38-9 - Prospectus

Current through June, 2024
(a) The prospectus of any securities that are
				subject to registration under chapter
				485, HRS, or this chapter may be
				printed, mimeographed, lithographed, or typewritten, or prepared by any similar
				process in clearly legible copies.
(b) Every subscription agreement concerning a
				registration of securities by qualification shall contain a statement by the
				purchaser that the purchaser has received a copy of the prospectus covered by
				the registration.
(c) Interstate
				offerings shall contain the information required by the application form
				together with the following:
(1) How the
				public offering price was established;
(2) Whether there has been a public market
				for the securities;
(3) Terms and
				conditions of the escrow agreement; and
(4) Business history of the officers and
				directors.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 5 - REGISTRATION OF SECURITIES, PROSPECTUS › Section 16-38-10 - Residential cooperative corporations

Current through June, 2024
The information required shall be as prescribed in the
				  application form together with other information as the commissioner may
				  prescribe.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11 - Registration of securities by qualification

Current through June, 2024
The commissioner shall look with disfavor and reject any
				  application for registration of securities as being fraudulent or working or
				  tending to work a fraud upon the purchaser, or may find that the enterprise or
				  business of the issuer is based on unsound business principles, unless the
				  following requirements are met or good cause is shown for an
				  exception.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.1 - Financial reports

Current through June, 2024
Financial statements as required hereunder shall be
				  prepared, audited, and certified by independent certified public accountants or
				  licensed independent public accountants in accordance with generally accepted
				  accounting procedures and practices, applied on a consistent basis. If a report
				  contains exceptions of a material nature, it shall not be considered to be
				  certified.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.2 - Maximum commissions and expenses

Current through June, 2024
Compensation to dealers in connection with the sale and
				  promotion of a public offering, including selling expenses and allowances or
				  reimbursement for items as salaries, overrides, salesperson's commissions,
				  clerical, administrative, printing, postage, advertising, and all other
				  expenditures incurred, and anything of value accruing to the dealer directly or
				  indirectly, shall not exceed fifteen per cent of the total amount of the
				  offering.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.3 - Promotional securities

Current through June, 2024
(a) If an issuer:
(1) Is in the promotional, exploratory, or
				development stage;
(2) Has been
				organized within three years prior to the date of filing the application for
				registration of securities;
(3) Has
				issued any equity securities of or substantially of the same class as those
				sought to be registered to promoters, officers, directors, or underwriters of
				the issuer within three years prior to the date of filing, or is or proposes to
				become committed to issue any equity securities of or substantially of the same
				class as those sought to be registered to any promoter, officer, director, or
				underwriter of the issuer, in any case at a price less than the public offering
				price of the securities sought to be registered; or
(4) Has issued any equity securities of or
				substantially of the same class as those sought to be registered within three
				years prior to the date of filing for a consideration other than cash:
then conditions and restrictions in subsection (b) shall
				  apply unless good cause shall be shown to the commissioner for the waiver of
				  one or more or all of the conditions and restrictions.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.4 - Options and warrants

Current through June, 2024
Options and warrants and other acquisitions or conversion
				  rights granted to or reserved for officers, directors, promoters, or insiders
				  shall be fully justified, reasonable in number and method of exercise, and meet
				  the following requirements:
(1) A
				complete explanation for the basis and reason for the issuance shall be
				provided;
(2) The total number of
				underlying shares subject to options does not exceed ten per cent of the shares
				to be outstanding if all shares being offered are sold;
(3) The rights are not exercisable during the
				effectiveness of the public offering nor for a period of eleven months from
				date issued, and the exercise price thereafter of not less than the percentage
				amounts provided in the following schedule:
Period at which exercise privilege may take place
Per cent of public offering price at which rights may
							 be exercised
After 1 year from issuance
107%
2 years from issuance
114%
3 years from issuance
121%
4 years from issuance
128%
(4)
				The rights are not exercisable after the expiration of five years from the date
				of issue; and
(5) Options or
				warrants to dealers or underwriters do not exceed the limitations imposed by
				section 16-38-11.2 relating to maximum commissions allowable as compensation in
				whole or in part for the sale of securities and shall be nontransferable.
				Options or warrants issued to all shareholders pro rata, or in connection with
				qualified stock options to employees which meet the requirements of the United
				States Internal Revenue Code, or other employees' options pursuant to a stock
				purchase or profit-sharing plan, shall not be subject to the restrictions
				provided in this section if they are justified and reasonable in number and
				method of exercise.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.6 - Limit of debt securities-interstate offerings

Current through June, 2024
The total amount of unsecured interest-bearing securities,
				  excluding investment certificates, that may be registered or may be outstanding
				  at any time shall not exceed five times the net worth of the issuer; provided
				  that, if the issuer maintains reserves to pay for securities as they become
				  due, the reserves may be included in determining the ratio.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.7 - Real estate investment trusts

Current through June, 2024
(a) Applications to
				register securities issued or issuable by a real estate investment trust shall
				substantially meet the requirements of this section.
(b) For purposes of this section, a "real
				estate investment trust" or "trust" means an unincorporated trust or
				association which intends to comply with sections 856, 857, and 858 of the
				Code.
(c) The declaration of trust,
				or other instrument forming the trust, among other things, shall ordinarily
				contain provisions as set forth in subsections (d) to (l).
(d) A majority of the trustees shall not be
				affiliated with the adviser of the trust or any organization affiliated with
				the adviser of the trust. The trustees shall be elected by the shareholders of
				the trust annually.
(e) No trustee,
				officer, or adviser of a trust, or any person affiliated with any trustee,
				officer, or adviser of a trust, shall sell any property or assets to the trust
				or purchase any property or assets from the trust, directly or indirectly, nor
				shall any trustee, officer, or adviser of a trust receive any commission or
				other remuneration, directly or indirectly, in connection with the purchase or
				sale of trust assets, except pursuant to transactions that are fair and
				reasonable to the shareholders of the trust and that relate to:
(1) The acquisition of property or assets at
				the formation of the trust or shortly thereafter that is fully disclosed in the
				prospectus;
(2) The acquisition by
				the trust of federally insured or guaranteed mortgages at prices not exceeding
				the currently quoted prices at which the Federal National Mortgage Association
				is purchasing comparable mortgages;
(3) The acquisition of other mortgages on
				terms not less favorable to the trust than similar transactions involving
				unaffiliated parties; or
(4) The
				acquisition by the trust of other property at prices not exceeding the fair
				value thereof as determined by independent appraisal.
All transactions and all other transactions in which a
				  person has any direct or indirect interest shall be approved by a majority of
				  the trustees, including a majority of the independent trustees. All commissions
				  or remuneration received by any trustee, officer, or adviser of a trust in
				  connection with any transactions shall be deducted from the advisory
				  fee.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.8 - Offering price

Current through June, 2024
In the case of an issuer which has been actually engaged in
				  business or operation, the amount for which a security is being offered to the
				  public should bear some reasonable relationship to:
(1) Market value, if any;
(2) Price-earnings ratio, as reflected by its
				financial statements covering an average three-year preceding period, or the
				shorter duration of experience or operation as may be applied; or
(3) In the absence of an established or
				determinable market value or price-earnings ratio, the book value of the issuer
				may be taken into consideration in justifying or substantiating the
				reasonableness of the offering price.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 6 - STATEMENTS OF POLICY RELATING TO REGISTRATION OF SECURITIES › Section 16-38-11.9 - Compliance with Hawaii corporation law

Current through June, 2024
No application of a Hawaii corporation for the registration
				  of securities shall be accepted if the corporation is not current in filing its
				  annual corporation exhibits as required by Hawaii corporation law, and complete
				  records as prescribed by Hawaii corporation law shall at all times be
				  maintained.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 7 - EFFECTIVENESS AND POST-EFFECTIVENESS REQUIREMENTS › Section 16-38-13 - Effectiveness

Current through June, 2024
When an application for the registration of securities has
				  been declared effective by the commissioner, it shall be designated as a
				  registration statement, and the offering may be commenced upon the issuance of
				  a certificate of registration or notification of effectiveness. A registration
				  statement that has become effective with the SEC under the Securities Act
				  becomes effective in Hawaii automatically at the moment of effectiveness with
				  the SEC if no stop order or notice of deficiency has been entered. The
				  applicant shall promptly advise the commissioner by telephone, fax, or
				  electronically of the date and time of the securities' federal
				  effectiveness.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 7 - EFFECTIVENESS AND POST-EFFECTIVENESS REQUIREMENTS › Section 16-38-14 - Confirmations by issuer

Current through June, 2024
Every issuer selling its own securities in an intrastate
				  offering, at or before completion of a transaction, shall give or send to each
				  customer written confirmation, retaining copies thereof, concerning all sales
				  of securities, and disclosing the:
(1)
				Date the transaction occurred;
(2)
				Price and commission charged; and
(3) Name of the salesperson handling the
				transaction.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 7 - EFFECTIVENESS AND POST-EFFECTIVENESS REQUIREMENTS › Section 16-38-15 - Amendments

Current through June, 2024
If prior to or during the period of effectiveness any
				  statement, document, or information contained in the registration statement or
				  prospectus becomes materially inaccurate, incorrect, or misleading, or in the
				  light of changes in circumstances, addendums are made necessary in order to
				  present a full disclosure of material facts affecting the issuer's business or
				  the offering, or if the commissioner requests additional data, information, or
				  verification thereof, the registrant shall promptly file, and in no event later
				  than fifteen days following the event, occurrence, discovery, or notice thereof
				  necessitating same, a correcting amendment. In the event an issuer amends its
				  prospectus, the revised date together with the date of the prospectus shall be
				  shown on the front cover, and the portion or portions of the prospectus being
				  amended should also show the amended date.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 7 - EFFECTIVENESS AND POST-EFFECTIVENESS REQUIREMENTS › Section 16-38-16 - Renewals

Current through June, 2024
A registration statement may be renewed not less than
				  fifteen days prior to the expiration date by filing a new prospectus containing
				  information of a date not more than ninety days prior to the date of filing,
				  together with the renewal fee of $250. The front cover shall show the balance
				  of the offering, the amount of the original registration, and the date the
				  original registration became effective.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 7 - EFFECTIVENESS AND POST-EFFECTIVENESS REQUIREMENTS › Section 16-38-17 - Withdrawal, termination, or completion

Current through June, 2024
(a) A request for
				withdrawal of a registration statement may be made before or after its
				effectiveness by written notification; provided that no request shall be
				granted during the pending of a stop order proceeding under section 485-13,
				HRS, unless the commissioner finds that the stop order is not necessary in the
				public interest. Upon the granting of a request for withdrawal, no part of the
				registration fee shall be refunded.
(b) Notification of termination or completion
				of a registered offering shall be submitted to the commissioner within thirty
				days after the termination or completion, and shall include the results of the
				offering.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 8 - ADVERTISING AND FINANCIAL REPORTS › Section 16-38-18 - Advertising

Current through June, 2024
(a) Except as otherwise provided in this
				section, any written advertising, recording, or radio or television
				announcements, broadcast or commercial to be used in connection with the sale
				of securities in Hawaii shall be filed with the commissioner at least two days
				prior to its proposed use.
(b) The
				following materials are exempt from the filing requirements of this rule: all
				advertising material previously filed with and cleared by the SEC or NASD; all
				"tombstone" advertisements; and all advertisements relating to a federal
				covered security or to a security that is exempt from registration pursuant to
				section 485-4, HRS, (exempt securities) or section 485-6, HRS, (exempt
				transactions).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 8 - ADVERTISING AND FINANCIAL REPORTS › Section 16-38-19 - Reports

Current through June, 2024
A copy of all financial reports sent or intended to be sent
				  to security holders by an issuer of securities that is registered under chapter
				  485, HRS, shall be filed with the commissioner so long as the issuer's
				  registration statement is in effect.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 9 - BOND › Section 16-38-20 - Cancellation of bond

Current through June, 2024
The surety of any bond issued under chapter
				  485, HRS, or this chapter may cancel
				  the bond by giving sixty days' notice in writing to the commissioner, and shall
				  thereafter be relieved of any liability for any breach of condition occurring
				  after the effective date of cancellation.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-21 - Limitation on issuers and offerors

Current through June, 2024
(a) Nothing in this
				subchapter shall relieve, or be construed as in any way relieving, issuers or
				persons acting on their behalf from providing disclosure to prospective
				investors adequate to satisfy the anti-fraud provisions of chapter
				485, HRS.
(b) In view of the objective of this
				subchapter and the purpose and policies underlying chapter
				485, HRS, these exemptions are not
				available to any issuer or persons acting on their behalf with respect to any
				transaction which, although in technical compliance with this subchapter, is
				part of a plan or scheme to evade registration or the conditions or limitations
				explicitly stated in this subchapter.
(c) Nothing in this subchapter is intended to
				exempt registered dealers, issuers, or agents from the due diligence standards
				otherwise applicable to registered persons.
(d) Nothing in this subchapter is intended to
				exempt any person from the dealer, issuer, or agent requirements of chapter
				485, HRS.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-22 - Exemptions

Current through June, 2024
(a) For purposes of section 485-6(8), HRS,
				which provides an exemption for sales to the banks and institutions listed in
				that section, the term "institutional buyer" shall include any organization
				within the scope of section 501(c)(3) of the Code.
(b) Any offer or sale of securities offered
				or sold in compliance with the Securities Act, Regulation D,
				17 CFR sections
				230.501,
				230.502,
				230.503,
				230.505,
				and
				230.506
				as made effective in Release No. 33-6389 and complies with the conditions and
				limitations of this subchapter, shall be exempted under section 485-6(19),
				HRS.
(c) This section shall not
				apply to any offer or sale of securities offered or sold in compliance with the
				Securities Act, Regulation D,
				17
				CFR section 230.504, made effective in
				Release No. 33-6389.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-23 - Filing

Current through June, 2024
(a) The issuer shall file with the
				commissioner a signed copy of Form D (
				17 CFR section
				230.500 ), not later than fifteen days after
				the first sale is made in this State.
(b) An executed consent to service of process
				and corporate resolution, if the issuer is a corporation, shall be included
				unless a currently effective consent to service of process is on file with the
				commissioner.
(c) Upon written
				request of the commissioner, the issuer shall provide information furnished by
				the issuer to the offerees.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-24 - Disqualification

Current through June, 2024
(a) Any person who is disqualified from using
				any provision of Regulation D, 17 CFR section 230, of the Securities Act by the
				SEC shall not qualify for any of the exemptions under this
				subchapter.
(b) No exemption under
				this subchapter shall be used if any person or parties of interest:
(1) Has filed a registration statement which
				is the subject of a currently effective stop order entered by any state within
				five years prior to the commencement of the offering;
(2) Has been convicted within five years
				prior to the commencement of the offering of any felony or misdemeanor in
				connection with an offer or sale of any security;
(3) Has been convicted within five years
				prior to the commencement of the offering of any felony or misdemeanor
				involving fraud or deceit, including but not limited to forgery, embezzlement,
				obtaining money under false pretenses, larceny, or conspiracy to
				defraud;
(4) Is currently subject
				to any state's administrative order or judgment which prohibits the use of any
				exemption from registration in connection with the purchase or sale of
				securities;
(5) Is currently
				subject to any state's administrative order or judgment entered by that state's
				security administrator or commissioner within five years prior to the
				commencement of the offering or is subject to any state's administrative order
				or judgment in which fraud or deceit, including but not limited to making
				untrue statements of material facts or omitting to state material facts, was
				found and the order or judgment was entered within five years prior to the
				commencement of the offering; or
(6) Is currently subject to any order,
				judgment, or decree of any court of competent jurisdiction temporarily or
				preliminarily restraining or enjoining, or is subject to any order, judgment,
				or decree of any court of competent jurisdiction, entered within five years
				prior to the commencement of the offering, permanently restraining or enjoining
				the person from engaging in or continuing any conduct or practice in connection
				with the offer or sale of any security or involving the making of any false
				filing with any state.
Paragraphs (1), (2), (3), (5), and (6) shall not apply if
				  the person or party subject to the disqualifying order, judgment, or decree is
				  duly licensed or registered to conduct securities related business in the state
				  in which the order, judgment, or decree was entered against the person or
				  party.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-25 - Advertising

Current through June, 2024
Neither the issuer nor any person or party acting on behalf
				  of the issuer shall offer or sell the securities by any form of general
				  solicitation or general advertising, directly or indirectly, including but not
				  limited to the following:
(1) Any
				advertisement, article, notice, or other communication published in any
				newspaper, magazine, or similar media or broadcast over radio, television, or
				cable television system; and
(2)
				Any seminar or meeting whose attendees are invited by any general solicitation
				or general advertising.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-26 - Integration

Current through June, 2024
A separate sale of securities within or without this State
				  shall be included as part of the same offering if, after considering the
				  following elements, the particular facts and circumstances indicate the sale to
				  be part of the same offering. The elements to be considered are whether
				  the:
(1) Sales are part of a single
				plan of financing;
(2) Sales
				involve the issuance of the same class of security;
(3) Sales are made at or about the same
				time;
(4) Same type of
				consideration is received; and
(5)
				Sales are made for the same general purpose.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-27 - Limitation on expenses

Current through June, 2024
All expenses of the issues with regard to the securities
				  registered under this subchapter, including but not limited to expenses
				  relating to sales, management fees, acquisition of real or personal property,
				  entertainment, commissions, salaries, and cost of preparation of the offer,
				  shall be reasonable considering the proposed use of the funds raised, the
				  amount to be raised, the type of security being issued, and the relative risk
				  of the investment.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-28 - Escrow of funds raised

Current through June, 2024
(a) An escrow shall
				be established where, because of the nature of the intended use of the funds or
				the nature of the project or business plan, a minimum amount of funds shall be
				raised in order that the project can get underway with a reasonable chance of
				success even if no further sales are made.
(b) The requirements for an escrow under this
				section are:
(1) The escrow agent shall be a
				licensed escrow depository under chapter
				449, HRS, or an excepted institution
				under section
				449-3,
				HRS; and
(2) The escrow terms shall
				include instructions that the funds placed into escrow shall be held in trust
				for the benefit of the investors and shall not be released to the issuer until
				the minimum amount of funds set forth in the registration have been
				raised.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 10 - EXEMPT TRANSACTIONS › Section 16-38-29 - Fees

Current through June, 2024
The filing fee for any exemption granted under this
				  subchapter shall be $200, all of which shall be deposited into the compliance
				  resolution fund.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-33 - Registration; generally

Current through June, 2024
(a) A person,
				corporation, partnership, or other unincorporated association may be registered
				as an investment adviser under chapter
				485, HRS, if the commissioner finds
				that the applicant is of good repute and otherwise satisfies the requirements
				of chapter
				485, HRS, and this chapter.
(b) All services of an investment adviser
				shall be made pursuant to a written investment advisory contract and shall be
				subject to the disclosure requirements of section 16-38-38.
(c) Designation. The commissioner hereby
				designates the Internet-based IARD to receive and store filings, and collect
				related fees from investment advisers and investment adviser representatives on
				behalf of the commissioner.
(d) Use
				of the IARD. Except as otherwise provided below, all investment adviser and
				investment adviser representative applications, amendments, reports, notices,
				related filings and fees required to be filed with the commissioner pursuant to
				chapter
				485, HRS, and this chapter, shall be
				filed electronically with and transmitted to the IARD. The following additional
				conditions relate to these electronic filings:
(1) Electronic signature. When a signature or
				signatures are required by the particular instructions of any filing to be made
				through the IARD, a duly authorized officer of the applicant or the applicant
				him or herself, as required, shall affix his or her electronic signature to the
				filing by typing his or her name in the appropriate fields and submitting the
				filing to the IARD. Submission of a filing in this manner shall constitute
				irrefutable evidence of legal signature by any individuals whose names are
				typed on the filing.
(2) When
				filed. Solely for purposes of a filing made through the IARD, a document is
				considered filed with the commissioner when all fees are received and the
				filing is accepted by the IARD on behalf of the State.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-33.5 - Federal covered advisers; notice filing

Current through June, 2024
(a) A federal
				covered adviser may transact business in this State upon submitting to the
				commissioner a notice filing and notice filing fee as set forth in section
				16-38-3. The notice filing and notice filing fee may be filed with the
				commissioner through the IARD.
(b)
				The notice filing shall consist of the federal covered adviser's current Form
				ADV on file with the SEC. The notice filing shall be effective upon receipt and
				shall expire December 31 of each year. A notice filing may be renewed prior to
				December 31 by either:
(1) Filing with the
				commissioner:
(A) A copy of page one of the
				federal covered adviser's most recent Form ADV;
(B) A copy of Item 2 of Part 1A of the
				federal covered adviser's most recent Form ADV;
(C) Any amendments to Form ADV that have not
				been previously filed with the commissioner;
(D) A list containing the name and social
				security number or the IARD number of each investment adviser representative of
				the adviser who is renewing its registration for the coming notice filing
				period together with any amendments to the investment adviser representative's
				Form U- 4 that have not been previously filed with the commissioner;
(E) A Form U- 5 for each registered
				investment adviser representative who is not renewing its registration for the
				up coming notice filing period; and
(F) A renewal fee as specified in section
				16-38-3, to cover the renewal of the federal covered adviser's notice filing
				and the registration of each of its representatives who is renewing its
				registration; or
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-34 - Registration; eligibility requirements

Current through June, 2024
(a) An applicant,
				if a natural person, shall have attained the age of eighteen years.
(b) A partner, officer, representative, or
				employee of a registered investment adviser may render investment advisory
				services only if the person meets all the requirements of and has been duly
				registered as an investment adviser or investment adviser representative, as
				provided by section 485-14, HRS.
(c) A corporation, partnership, sole
				proprietorship, or other unincorporated association whose partners, officers,
				representatives, or employees render investment advisory services as defined in
				section 485-1(6), HRS, shall comply with registration procedures as provided by
				section 485-14, HRS, and this chapter, unless otherwise exempted.
(d) An applicant shall have a minimum net
				worth, as defined in section 16-38-36, of not less than $5,000, if the
				applicant has custody or discretionary authority over client funds. An
				applicant that maintains its principal place of business in a state other than
				this State shall not be required to comply with the minimum net worth
				requirement of this section; provided that the out-of-state adviser is
				registered in the state where it maintains its principal place of business and
				is in compliance with that state's net capital or net worth requirements, if
				any.
(e) An applicant who retains
				custody or discretionary authority over client funds shall obtain insurance
				covering the adviser's business for errors and omissions for at least $100,000
				per occurrence, with a $200,000 aggregate for advisers with less than two
				years' experience or coverage for $100,000 per occurrence with a $500,000
				aggregate for advisers with two or more years of experience. An investment
				adviser who commences a second year of experience during the interim period
				between registration and renewal shall submit within thirty days after the
				commencement of the second year proof of the higher insurance coverage
				commensurate with the above mentioned amounts.
(f) A foreign corporation or a partnership
				intending to establish a branch office in this State shall comply with the
				requirements of the Hawaii foreign corporation law (chapter
				414, HRS) or the Hawaii partnership
				law (chapter
				425, HRS), as applicable.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-35 - Registration; application

Current through June, 2024
(a) An application
				for registration shall be filed on Form ADV, which shall be filed with the
				commissioner directly or through the IARD and shall contain the information
				requested therein concerning the applicant's identification, qualification,
				business association, history, experience, and financial condition.
(b) The application shall be filed together
				with the following:
(1) An application fee of
				$100 as provided in section 16-38-3;
(2) Evidence of compliance with all
				applicable requirements of subsections 16-38-34(d) to (g);
(3) Financial statements consisting of
				either:
(A) A balance sheet as of a date
				within thirty days of filing, or if the applicant has been engaged in business
				one year or more preceding, a balance sheet certified by an independent public
				accountant as of the last fiscal year, together with a balance sheet verified
				by the applicant as of a date within thirty days of filing. However, if the
				applicant does not have custody or discretionary authority over client funds,
				the adviser need only file financial statements verified by the adviser;
				or
(B) If the adviser maintains its
				principal place of business in a state other than this State, and if the
				adviser is registered in the other state and is in compliance with the other
				state's financial reporting requirements, if any, a copy of the adviser's most
				recent financial statement filed with the state where the adviser maintains its
				principal place of business; and
(4) Proof that the applicant has complied
				with the exam requirement provided in section 16-38-37, or otherwise qualifies
				for exemption fr om the exam as specified in section 16-38-37.