Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 1 - GENERAL PROVISIONS › Section 16-38-1 - Definitions

Current through June, 2024
As used in this chapter, and in the forms, instructions, and
				  orders of the commissioner of securities, the following meanings shall apply to
				  the extent that they are not inconsistent with the definitions provided in
				  chapter
				  485, HRS.
"Affiliate" means a person who directly or indirectly,
				  through one or more intermediaries, controls, or is controlled by, or is under
				  common control with another person.
"Amount" means the aggregate dollar value affixed to the
				  shares. In the context of capitalization: number of shares x par or stated
				  value = amount. In the context of an offering: number of shares x offering
				  price per unit = amount.
"Applicant" means the issuer, dealer, investment adviser, or
				  other person executing the application.
"Application" means the form prescribed by the commissioner,
				  and includes any other paper, exhibit, amendment, or document filed pursuant to
				  chapter
				  485, HRS, in connection with the
				  registration of a security, dealer, salesperson, investment adviser, or
				  investment adviser representative.
"Branch office" means any branch office, sales office, or
				  office of supervisory jurisdiction that is listed on Schedule E to Form BD or
				  on Schedule D to Form ADV or any location in this State that is held out to the
				  public as a place of business of a dealer, investment adviser, or federal
				  covered adviser.
"CFR" means the Code of Federal Regulations, as
				  amended.
"Certificate of interest or participation in any
				  profit-sharing agreement" shall not include any interest in a general
				  partnership or joint venture where the interest is not assignable without the
				  consent of all the other members and where all the members participate directly
				  in managing the partnership or joint venture.
"Code" means the Internal Revenue Code of 1986, as
				  amended.
"Commissioner" means the state commissioner of
				  securities.
"Compensation" as used in the definition of "investment
				  adviser" in section 485-1(6), HRS, shall include, but not be limited to, a
				  salary, flat fee, or any periodic retainer fee.
"Control" or "controlling person" means possession of the
				  power, authority, or means to engage in the management or policymaking
				  functions of a person, directly or indirectly, through ownership of securities,
				  by contract or otherwise. A person owning at least twenty-five per cent of the
				  outstanding voting securities of another shall be presumed to be a "controlling
				  person." Any presumption may be rebutted by evidence but shall continue until a
				  determination to the contrary has been made by the commissioner.
"CRD" means the Central Registration Depository of the
				  NASD.
"IARD" means the Internet-based Investment Adviser
				  Registration Depository operated by the NASD to receive and store filings and
				  collect related fees from investment advisers and investment adviser
				  representatives on behalf of the commissioner.
"Insider" means every controlling person of another,
				  including every officer, director, partner or trustee, or individual occupying
				  similar status or performing similar functions, and every promoter (if the
				  organization took place within three years from date of application).
"Institutional buyer." For purposes of section 485-6(8),
				  HRS, "institutional buyer" includes any organization within the scope of
				  section 501(c)(3) of the Code.
"Isolated transaction" means an offer or sale of a security
				  or securities, whether effected through a dealer or not, where the number of
				  persons solicited in this State in any one twelve-month period on behalf of the
				  seller with respect to the securities shall not exceed twenty-five.
"NASAA" means the North American Securities Administrators
				  Association.
"NASD" means the National Association of Securities Dealers,
				  Inc.
"Officer" means a president, vice president, secretary,
				  treasurer, or any other person performing similar functions with respect to any
				  organization, whether incorporated or unincorporated.
"Organization" means a corporation, partnership, trust,
				  association, joint venture, syndicate, limited liability company, and any other
				  form of business entity.
"Parent" means an affiliate controlling another
				  person.
"Predecessor" means a person, a major portion of whose
				  business, assets, or control has been acquired by another.
"Promoter" means a person who, acting alone or in
				  conjunction with others, takes the initiative in founding, organizing, or
				  incorporating the business or enterprise of an issuer.
"Prospectus" means a document meeting the applicable
				  requirements of chapter
				  485, HRS.
"Public offering" means any security offered for sale to the
				  general public:
(1) If it is advertised for sale in any newspaper, magazine,
				  periodical, or other publication, or by means of a prospectus, offering
				  circular, pamphlet, brochure, dodger, or addressed or unaddressed written or
				  printed communication intended for public distribution or information;
				  or
(2) Where solicitation is made by billboard, window display,
				  or use of phonographic or other recording, radio, television, or any public
				  demonstration or explanation by any similar device.
"Registrant" means an applicant whose registration of
				  securities has become effective or whose registration has been approved under
				  chapter
				  485, HRS.
"Registration statement" means the application to register
				  securities with the commissioner.
"SCOR" means small company offering registration.
"SEC" means the U.S. Securities and Exchange
				  Commission.
"Securities Act" means the Securities Act of 1933, as
				  amended.
"Securities Exchange Act" means the Securities Exchange Act
				  of 1934, as amended.
"Share" means a share of stock or unit of investment in a
				  corporation, or a unit of interest in an unincorporated person.
"State" means the State of Hawaii.
"Subsidiary" means an affiliate controlled by another
				  person.
"Underwriter" means a dealer who participates in the
				  distribution of a security, in connection with a public offering, either as a
				  purchaser with a view to offer for resale, or one who undertakes to offer or
				  sell, directly or indirectly, for an issuer.