reglab/statecodes huggingface dataset:
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-36 - Registration; financial requirements

Current through June, 2024
(a) Every
				registered investment adviser shall file an annual report within ninety days
				following the end of the investment adviser's fiscal year as follows:
(1) An adviser that maintains its principal
				place of business in this State shall file a balance sheet certified by an
				independent public accountant in conformance with generally accepted accounting
				principles; provided that if an adviser does not have custody or discretionary
				authority over client funds, the adviser shall file financial statements
				verified by the adviser. Any statement which does not adequately reflect the
				applicant's true financial picture shall not be accepted;
(2) An adviser that maintains its principal
				place of business in a state other than this State shall file with the
				commissioner a copy of the most recent financial report or statement, if any,
				that the adviser has filed with the securities commissioner in the state in
				which it maintains its principal place of business. An adviser that maintains
				its principal place of business in a state other than this State but that is
				not registered in the State in which it maintains its principal place of
				business or is not in compliance with that state's financial reporting
				requirements, if any, shall be required to file with the commissioner a balance
				sheet that complies with the requirements of paragraph (1).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-37 - Registration; examination requirements

Current through June, 2024
(a) Examination
				requirements. Except as otherwise provided in this chapter, an individual
				applying to be registered as an investment adviser shall provide the
				commissioner with proof of obtaining a passing score on one of the following
				examinations:
(1) The Uniform Investment
				Adviser Law Examination (Series 65 examination); or
(2) The General Securities Representative
				Examination (Series 7 examination) and the Uniform Combined State Law
				Examination (Series 66 examination).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-38 - Registration; disclosure statements

Current through June, 2024
Unless waived by the commissioner, every investment adviser
				  that is registered or required to be registered under chapter
				  485, HRS, shall, in accordance with
				  the provisions of this section, furnish each advisory client and prospective
				  advisory client with a written disclosure statement that is in compliance with
				  the provisions of SEC rule 204-3 under the Investment Advisers Act of 1940
				  notwithstanding the fact that the investment adviser is not registered or
				  required to be registered under the Investment Advisers Act of 1940. The
				  delivery and updating of the disclosure statement required by this section
				  shall be in accordance with the requirements of SEC rule
				  204-3.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-39 - 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 investment adviser is authorized to engage in the
				investment advisory 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 Form ADV by
				filing a correcting amendment on Form ADV when required by Form ADV. Changes to
				be reported shall include, but are not limited to, the following:
(1) Change in firm name, ownership,
				management, or control of an investment adviser;
(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 the investment adviser'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 net worth or bond requirements
				hereinabove provided; and
(6) The
				filing of any disciplinary proceeding that is required to be disclosed on Form
				ADV, including but not limited to, a criminal charge or civil action against a
				registrant or a partner, officer, or employee who acts as an investment adviser
				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 or
				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 11 - INVESTMENT ADVISERS › Section 16-38-40 - 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. An
				investment adviser shall be responsible for renewing the registration of its
				investment adviser representatives at the time the investment adviser renews
				its registration. An investment adviser that is registered through the IARD
				shall renew its registration with the commissioner through the IARD no later
				than December 31 of each year. All other investment advisers shall renew their
				registration by filing with the commissioner not earlier than November 1 or
				later than December 1 of the current registration year, an originally executed
				copy of page one of Form ADV, together with:
(1) Any amendments to Form ADV that have not
				been previously filed with the commissioner;
(2) A list of the names and either the IARD
				number or social security number of each of the investment adviser's investment
				adviser representatives who is renewing a registration;
(3) Any amendments to Form U- 4 on any
				investment adviser representative listed pursuant to paragraph (2) if the
				amendments have not been previously filed with the commissioner;
(4) A Form U- 5 on any registered investment
				adviser representative of the investment adviser who is not renewing its
				registration; and
(5) A renewal fee
				as set forth in section 16-38-3, HRS, in an amount that is sufficient to cover
				the renewal of the registration of the investment adviser and each investment
				adviser representative listed pursuant to paragraph (2).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 11 - INVESTMENT ADVISERS › Section 16-38-42 - Advertisements

Current through June, 2024
(a) It shall constitute a fraudulent,
				deceptive, or manipulative act, practice, or course of business within the
				meaning of section 485-25, HRS, for any investment adviser, directly or
				indirectly, to publish, circulate, or distribute any advertisement:
(1) Which refers, directly or indirectly, to
				any testimonial of any kind concerning the investment adviser or concerning any
				advice, analysis, report, or other service rendered by the investment adviser;
				or
(2) Which refers, directly or
				indirectly, to past specific recommendations of the investment adviser which
				were or would have been profitable to any person; provided that this shall not
				prohibit an advertisement which sets out or offers to furnish a list of all
				recommendations made by the investment adviser within the immediately preceding
				period of not less than one year if the advertisement, and list if it is
				furnished separately:
(A) State the name of
				each security recommended, the date and nature of each recommendation (e.g.,
				whether to buy, sell, or hold), the market price at that time, the price at
				which the recommendation was to be acted upon, and the market price of each
				security as of the most recent practicable date; and
(B) Contain the following cautionary legend
				on the first page thereof in print or type as large as the largest print or
				type used in the body or text thereof: "It should not be assumed that
				recommendations made in the future will be profitable or will equal the
				performance of the securities in this list"; or
(3) Which represents, directly or indirectly,
				that any graph, chart, formula, or other device being offered can in and of
				itself be used to determine which securities to buy or sell, or when to buy or
				sell them; or which represents directly or indirectly, that any graph, chart,
				formula, or other device being offered shall assist any person in making a
				decision as to which securities to buy, sell, or when to buy or sell them,
				without prominently disclosing in the advertisement the limitations thereof and
				the difficulties with respect to its use;
(4) Which contains any statement to the
				effect that any report, analysis, or other service shall be furnished free or
				without charge, unless the report, analysis, or other service actually is or
				shall be furnished entirely free and without any condition or obligation,
				directly or indirectly.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-48 - Registration; generally

Current through June, 2024
A person may be registered as an investment adviser
				  representative 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 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-49 - Registration; eligibility requirements

Current through June, 2024
(a) An applicant,
				if a natural person, shall have attained the age of eighteen years.
(b) An applicant shall be appointed by either
				a registered investment adviser who shall state that the registered investment
				adviser believes the information in the application is true and complete or by
				a federal covered adviser that has made a notice filing with the
				commissioner.
(c) An investment
				adviser representative may not be registered with more than one investment
				adviser or federal covered adviser at any time.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-50 - Registration; application

Current through June, 2024
(a) An application
				for registration of an investment adviser representative shall be filed on Form
				U-4, which shall be filed with the commissioner through the IARD.
(b) The application shall be filed together
				with the following:
(1) A filing fee of $50;
				and
(2) Proof that the applicant
				has passed the exam requirement as provided by section 16-38-51, or otherwise
				qualifies for exemption from the exam as specified in section
				16-38-51.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-51 - Registration; examination requirements

Current through June, 2024
(a) Examination
				requirements. An individual applying to be registered as an investment adviser
				representative shall provide the commissioner with proof of obtaining a passing
				score on one of the following examinations:
(1) The Uniform Investment Adviser Law
				Examination (Series 65 examination); or
(2) The General Securities Representative
				Examination (Series 7 examination) and the Uniform Combined State Law
				Examination (Series 66 examination).
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-52 - Registration; disclosure statements

Current through June, 2024
Unless waived by the commissioner, every investment adviser
				  representative of an investment adviser that is registered or required to be
				  registered under chapter
				  485, HRS, shall, in accordance with
				  the provisions of this section, furnish each advisory client or prospective
				  advisory client with a written disclosure statement that is in compliance with
				  the provisions of SEC rule 204-3 under the Investment Advisers Act of 1940
				  notwithstanding the fact that the investment adviser with which the
				  representative is registered is not registered or required to be registered
				  under the Investment Advisers Act of 1940. The delivery and updating of the
				  disclosure statement required by this section shall be in accordance with the
				  requirements of SEC rule 204-3.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 12 - INVESTMENT ADVISER REPRESENTATIVES › Section 16-38-53 - Registration; post-effective requirements

Current through June, 2024
Every applicant for registration as an investment adviser
				  representative and every registered investment adviser representative 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 U- 4 being amended was filed with the
				  commissioner through the IARD, any amendment to the Form U-4 may also be filed
				  through the IARD. Upon the receipt of the amendment, the commissioner may
				  request additional information from the applicant or registrant if the
				  information is necessary to determine whether the commissioner should take any
				  action to deny the applicant's application, or suspend or revoke the
				  registrant's registration.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 14 - SMALL COMPANY OFFERINGS REGISTRATION › Section 16-38-59 - Purpose

Current through June, 2024
The purpose of this subchapter is to encourage investment in
				  small businesses, and provide a method of registration for small companies
				  offering securities to the public. The commissioner recognizes that small
				  issuers raising small amounts of money face special problems not faced by
				  issuers raising larger amounts, and that standards appropriate to registrations
				  of larger offerings may become unduly burdensome when applied to registrations
				  of small offerings. The registration method offered by this subchapter is
				  intended to reduce the costs and burdens of raising capital for small business
				  and to maximize the amount of offering proceeds available to the is suer for
				  investment in the business, without sacrificing investor protection. Issuers
				  eligible for this method of registration shall use the SCOR registration form
				  as the disclosure document for the offering.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 14 - SMALL COMPANY OFFERINGS REGISTRATION › Section 16-38-60 - Application of this chapter to SCOR registrations

Current through June, 2024
(a) The
				provisions of subchapters
				6, 7, and 8 shall apply to
				registrations under this subchapter; provided that section 16-38-11.1 relating
				to financial reports, section 16-38-11.7 relating to real estate investment
				trusts, and section 16-38-13 relating to SEC effective dates shall not
				apply.
(b) The commissioner
				reserves the right to apply this chapter (or any provision therein) to
				offerings under this subchapter if the commissioner determines that such
				application, even in the small business offering context, is necessary for the
				protection of investors.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 14 - SMALL COMPANY OFFERINGS REGISTRATION › Section 16-38-61 - Availability

Current through June, 2024
(a) SCOR is intended to allow small companies
				to conduct limited offerings of securities. SCOR uses a simplified offering
				format designed to provide adequate disclosure to investors concerning the
				issuer, the securities offered, and the offering itself. Certain issuers may
				not be able to make adequate disclosure using the SCOR format and will,
				therefore, be unable to utilize SCOR.
(b) The commissioner finds that SCOR is
				generally unsuitable for the following issuers and programs:
(1) Holding companies, companies whose
				principal purpose is owning stock in, or supervising the management of, other
				companies;
(2) Portfolio companies,
				including, but not limited to, real estate investment trusts (as defined in
				section 16-38-11.7 );
(3) Issuers
				with complex capital structures;
(4) Commodity pools;
(5) Equipment leasing programs;
(6) A "blind pool" or other offering for
				which the specific business to be engaged in or property to be acquired by the
				issuer cannot be specified; and
(7)
				Real estate programs.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 14 - SMALL COMPANY OFFERINGS REGISTRATION › Section 16-38-63 - Agreement by registrant on splits and dividends of stock or ownership interests

Current through June, 2024
By filing for SCOR registration in this State, the
				  registrant agrees that it shall not split its common stock or common ownership
				  interests, or declare a stock or ownership interest dividend, for two years
				  after the effectiveness of the registration.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 14 - SMALL COMPANY OFFERINGS REGISTRATION › Section 16-38-64 - Documents to be filed with commissioner by SCOR registrant

Current through June, 2024
In addition to filing a properly completed SCOR form and
				  S-1, applicants for SCOR registration shall file the following exhibits with
				  the commissioner:
(1) Form of selling
				agency agreement;
(2) The issuer's
				articles of incorporation, articles of organization, or other charter documents
				and all amendments thereto;
(3) The
				issuer's bylaws or operating agreement, as amended to date;
(4) Copies of any resolutions by directors
				setting forth terms and provisions of capital stock to be issued or by managers
				or managing members setting forth terms and provisions of capital ownership
				interest to be issued;
(5) Any
				indenture, form of note, or other contractual provision containing terms of
				notes or other debt, or of options, warrants, or rights to be
				offered;
(6) Specimen of security
				or ownership interest certificate to be offered (including any legend
				restricting resale);
(7) Consent to
				service of process accompanied by appropriate corporate or company
				resolution;
(8) Copy of all
				advertising or other materials directed to or to be furnished investors in the
				offering;
(9) Form of escrow
				agreement for escrow of proceeds;
(10) Consent to inclusion in disclosure
				document of accountant's report;
(11) Consent to inclusion in disclosure
				document of any tax advisor's opinion or description of tax
				consequences;
(12) Consent to
				inclusion in disclosure document of any evaluation of litigation or
				administrative action by counsel;
(13) Form of any subscription agreement for
				the purchase of securities in this offering;
(14) Opinion of an attorney licensed to
				practice in a state or territory of the United States that the securities to be
				sold in the offering have been duly authorized and when issued upon payment of
				the offering price will be legally and validly issued, fully paid, and
				nonassessable and binding on the issuer in accordance with their
				terms;
(15) Schedule of residence
				street addresses of officers, directors, and principal stockholders or
				managers, managing members, and principal members; and
(16) Agreement by the registrant that the
				registrant shall not split its common stock or common ownership interests, or
				declare a stock or ownership interest dividend, for two years after the
				effectiveness of the registration.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 38 - SECURITIES - REPEALED › Subchapter 15 - NOTICE FILING RQUIREMENTS FOR INVESTMENT COMPANY SECURITIES › Section 16-38-65 - Notice filing requirements for investment company securities

Current through June, 2024
(a)
				The notice filing requirements pursuant to section 485-4.5, HRS, for a federal
				covered security that is issued by an investment company registered under the
				Investment Company Act of 1940 shall consist of:
(1) A form NF or a copy of the issuer's
				federal registration statement;
(2)
				A consent to service of process, unless one has previously been filed with the
				commissioner; and
(3) A fee of $200
				per portfolio or series.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 1 - GENERAL PROVISIONS › Section 16-39-102 - Filing

Current through June, 2024
(a) Unless otherwise specified, a document is
				considered filed on the first business day it is received in the office of the
				commissioner.
(b) All
				communications shall be addressed to: Commissioner of Securities, Business
				Registration Division, Department of Commerce and Consumer Affairs, P.O. Box
				40, Honolulu, Hawaii 96810; or delivered to: 335 Merchant Street, Room 203,
				Honolulu, Hawaii 96813.
(c) The
				office of the commissioner shall be open for the transaction of business
				between the hours of 7:45 a.m. and 4:30 p.m. on weekdays, excluding state
				holidays.
(d) All documents, forms,
				statements, exhibits, etc. filed with the commissioner under chapter
				485A, HRS, and this chapter shall be
				in the English language.
(e) Only
				originally executed forms or exhibits shall be filed, unless otherwise
				authorized by the commissioner.
(f)
				Unless otherwise provided by statute or rule, in computing any period of time
				prescribed or allowed by this chapter, the day of the act, event, or default
				after which the designated period of time is to run, shall not be included. The
				last day of the period so computed shall be included unless it is a Saturday,
				Sunday, or legal holiday in the State, in which event the period runs until the
				next day which is neither a Saturday, Sunday, nor a holiday. Intermediate
				Saturdays, Sundays, and holidays shall not be included in a computation when
				the period of time prescribed or allowed is seven days or less. A half holiday
				shall not be considered a holiday for the purpose of these
				computations.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 1 - GENERAL PROVISIONS › Section 16-39-103 - Fees

Current through June, 2024
(a) The following fees shall be submitted
				with an initial or renewal application, or notice filing:
(1) The fee for filing a notice of
				transaction involving the offer or sale of a security by an issuer to an
				accredited investor shall be $200;
(2) The fee for filing a report of the value
				of the federal covered securities sold or offered under section
				485A-302, HRS, shall be
				$50;
(3) The fee for an initial
				notice filing for investment company securities shall be $200 per portfolio or
				series. The annual fee to renew such notice filing shall be $50 per portfolio
				or series;
(4) The notice filing
				fee for a transaction under the Securities Act, Regulation D,
				17 CFR Section
				230.505, shall be $100;
(5) The notice filing fee for a federal
				covered security issued under the Securities Act, Regulation D,
				17 CFR Section
				230.506, shall be $100;
(6) The fee for registration of securities by
				qualification shall be one tenth of one per cent of the aggregate offering
				price of the securities to be offered in the State with a minimum fee of $250
				and a maximum fee of $2,500. The annual fee to renew a registration by
				qualification shall be $250;
(7)
				The application fee for registration of a broker-dealer shall be $200. The
				annual fee to renew a broker-dealer's registration shall be $200;
(8) The application fee for registration of a
				securities agent shall be $50. The annual fee to renew an agent's registration
				shall be $50. The fee for a transfer of registration as an agent shall be
				$50;
(9) The application fee for
				registration of an investment adviser shall be $100. The annual fee to renew an
				investment adviser's registration shall be $100;
(10) The application fee for registration of
				an investment adviser representative shall be $50. The annual fee to renew an
				investment adviser representative's registration shall be $50;
(11) The notice filing fee for a federal
				covered investment adviser required to file a notice shall be $100 per calendar
				year. The annual fee to renew a federal covered investment adviser's notice
				filing shall be $100; and
(12) The
				filing fee for any exempt transaction granted under subchapter
				2 shall be $100.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 1 - GENERAL PROVISIONS › Section 16-39-105 - Action on documents submitted to the commissioner; extension

Current through June, 2024
(a) The commissioner shall accept or deny
				documents submitted to the commissioner within forty-five calendar days after
				the date the documents were submitted.
(b) An application for registration as a
				brokerdealer, agent, investment adviser, or investment adviser representative
				shall become effective at noon on the forty-fifth day after a completed
				application is filed unless:
(1) Otherwise
				provided by state or federal law; or
(2) An earlier effective date is specified by
				rule or order.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › A - Exempt Transactions › Section 16-39-201 - 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 the anti-fraud provisions of chapter
				  485A, HRS.
(b) In view of the objective of this
				  subchapter and the purpose and policies underlying chapter
				  485A, HRS, the 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 chapter
				  485A, HRS, or this
				  chapter.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › A - Exempt Transactions › Section 16-39-202 - Exemptions

Current through June, 2024
(a) 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, and
				  230.505 and complies with the
				  conditions and limitations of this subchapter, shall be exempted under section
				  485A-203, HRS.
(b) This section shall not provide an
				  exemption for any offer or sale of securities offered or sold in compliance
				  with the Securities Act, Regulation D,
				  17 CFR section
				  230.504.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › A - Exempt Transactions › Section 16-39-203 - Notice filing

Current through June, 2024
(a) For issuers
				  offering or selling securities in compliance with the Securities Act,
				  Regulation D, 17 CFR section
				  230.505, a notice filing shall be made no
				  later than fifteen calendar days after the first sale is made in this State.
				  The notice filing shall consist of:
(1) One
				  signed copy of the Form D currently updated, and the appendix
				  thereto;
(2) An executed consent to
				  service of process (Form U-2); and
(3) The filing fee set forth in section
				  16-39103.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › A - Exempt Transactions › Section 16-39-204 - Application for residential cooperative corporations

Current through June, 2024
The information required for filing shall be as prescribed
					 in the application form, together with other information as the commissioner
					 may require.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › A - Exempt Transactions › Section 16-39-205 - Disqualification

Current through June, 2024
(a) Any person who is disqualified by the SEC
				  from using any provision of the Securities Act, Regulation D,
				  17 CFR section
				  230.507, shall not qualify for any of the
				  exemptions under this subchapter.
(b) Any disqualification caused by this
				  section shall be automatically rescinded if the federal or state agency which
				  created the basis for disqualification determines upon a showing of good cause
				  that it is not necessary under the circumstances that the exemptions be
				  denied.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › B - Notice Filing for Federal Covered Securities › Section 16-39-220 - Notice filing for investment company securities

Current through June, 2024
(a)
				  Pursuant to section 485A-302, HRS, for a federal
				  covered security that is issued by an investment company registered under the
				  Investment Company Act, the notice filing shall include:
(1) A Form NF or a copy of the issuer's
				  federal registration statement;
(2)
				  A consent to service of process (Form U-2); and
(3) The filing fee set forth in section
				  16-39103.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 2 - EXEMPT TRANSACTIONS AND NOTICE FILING REQUIREMENTS FOR FEDERAL COVERED SECURITIES › B - Notice Filing for Federal Covered Securities › Section 16-39-221 - Notice filing for transactions under the Securities Act, Regulation D, 17 CFR section 230506

Current through June, 2024
For a federal covered security issued under the Securities
					 Act, Regulation D, 17 CFR
					 section 230.506, a notice filing shall be
					 filed with the commissioner no later than fifteen calendar days after the first
					 sale is made in this State. The notice filing shall consist of:
(1) One copy of the Form D currently updated,
				  and the appendix thereto;
(2) A
				  consent to service of process (Form U-2); and
(3) The filing fee set forth in section
				  16-39103.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › A - Registration of Securities, Prospectus › Section 16-39-301 - Registration of securities

Current through June, 2024
(a) In addition to
				  the requirements of section
				  485A-303, HRS, a registration
				  statement to register securities by qualification shall contain the following:
(1) A Form U-1 and accompanying documents
				  (including subscription agreement);
(2) Two copies of the prospectus, including
				  financial statements;
(3) All
				  exhibits filed with the SEC in connection with the registration
				  statements;
(4) The filing fee set
				  forth in section 16-39103; and
(5) Any additional information or documents
				  requested by the commissioner.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › A - Registration of Securities, Prospectus › Section 16-39-302 - Prospectus

Current through June, 2024
(a) The prospectus of any security that is
				  subject to registration under section
				  485A-303, 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
				  the registration of a security by qualification shall contain a statement by
				  the purchaser that the purchaser has received a copy of the security's
				  prospectus.
(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) The 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-310 - Registration of securities by qualification

Current through June, 2024
The commissioner may deny an application for registration
					 of a security 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 requirements of chapter
					 485A, HRS, and this chapter are met
					 or good cause is shown for an exception.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-311 - Financial reports

Current through June, 2024
Financial statements required under chapter
					 485A, HRS, and this chapter 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; provided that 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-312 - Maximum commissions and expenses

Current through June, 2024
Compensation to broker-dealers in connection with the sale
					 and promotion of a public offering, including selling expenses and allowances
					 or reimbursement for items such as salaries, overrides, agent's commissions,
					 clerical, administrative, printing, postage, advertising, and all other
					 expenditures incurred, and anything of value accruing to the broker-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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-313 - 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-314 - Compliance with Hawaii business registration laws

Current through June, 2024
No application of a Hawaii corporation, partnership,
					 limited liability company, or other business entity for the registration of a
					 security shall be accepted if the entity is not current in filing its annual
					 reports as required by this State's business registration laws, and complete
					 records as prescribed by this State's business registration laws shall be
					 maintained at all times.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › B - Statements of Policy Relating to Registration of Securities › Section 16-39-315 - NASAA statements of policy for registration of securities

Current through June, 2024
The disclosure-related provisions of certain guidelines or
					 statements of policy adopted by NASAA may be used by the commissioner for
					 purposes of reviewing the adequacy of the disclosures required under this
					 chapter and chapter 485A, HRS. The
					 following 'Statements of Policy and Guidelines" of NASAA are hereby adopted and
					 incorporated by reference into this chapter:
(1) "Uniform Disclosure Guidelines for Cover
				  Legends" adopted on October 2, 2004, as amended;
(2) "NASAA Guidelines Regarding Viatical
				  Investments" adopted on October 1, 2002, as amended;
(3) "Statement of Policy Regarding Corporate
				  Securities Definitions" adopted on September 28, 1999, as amended;
(4) "Statement of Policy Regarding the
				  Impoundment of Proceeds" adopted on September 28, 1999, as amended;
(5) "Statement of Policy Regarding Options
				  and Warrants" adopted on September 28, 1999, as amended;
(6) "Statement of Policy Regarding
				  Promotional Securities" adopted on September 28, 1999, as amended;
(7) "Statement of Policy Regarding
				  Specificity in Use of Proceeds" adopted on September 28, 1999, as
				  amended;
(8) "Statement of Policy
				  Regarding Underwriting Expenses, Underwriter's Warrants, Selling Expenses and
				  Selling Securities Holders" adopted on September 28, 1999, as
				  amended;
(9)  "Statement of Policy
				  Regarding Unsound Financial Condition" adopted on September 28, 1999, as
				  amended;
(10) "Statement of Policy
				  Regarding Promoters' Equity Investment" adopted on April 27, 1997, as amended;
				  and
(11) "Statement of Policy
				  Regarding Real Estate Investment Trusts" adopted on May 7, 2007, as
				  amended.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › C - Effectiveness and Post-Effectiveness Requirements › Section 16-39-330 - 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 this State 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › C - Effectiveness and Post-Effectiveness Requirements › Section 16-39-331 - 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 agent handling the
				  transaction.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › C - Effectiveness and Post-Effectiveness Requirements › Section 16-39-332 - Amendments

Current through June, 2024
(a) 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 the same, a correcting
				  amendment.
(b) 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › C - Effectiveness and Post-Effectiveness Requirements › Section 16-39-333 - 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › C - Effectiveness and Post-Effectiveness Requirements › Section 16-39-334 - 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 to the commissioner; provided that no
				  request shall be granted during the pending of a stop order proceeding under
				  section 485A-305, 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 calendar 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 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › D - Advertising and Financial Reports › Section 16-39-340 - Advertising

Current through June, 2024
(a) Definition. For purposes of this section,
				  "sales literature" means material published in connection with an offer, sale,
				  or purchase of a security to or from the general public, including material
				  published in electronic format, or designed for use, in a newspaper, magazine
				  or other periodicals, radio, television, telephone solicitation or tape
				  recording, videotaped display, signs, billboards, motion pictures, telephone
				  directories (other than routine listings), other public media and any other
				  written communication distributed or made generally available to the public,
				  electronically or otherwise including, but not limited to, prospectuses,
				  pamphlets, circulars, form letters, seminar texts, research reports, surveys,
				  performance reports or summaries and reprints or excerpts of other sales
				  literature or advertising to include publications.
(b) Filing requirement. Any sales literature
				  used in connection with the offering of a security in this State shall be filed
				  with the commissioner at least two business days prior to its proposed use;
				  provided that the following materials shall be exempt from the filing
				  requirements of this section: all advertising material previously filed with
				  and cleared by the SEC or FINRA; all "tombstone" advertisements; and all
				  advertisements relating to a federal covered security or to a security that is
				  exempt from registration pursuant to section
				  485A-201 or
				  485A-202, HRS.
(c) Application of antifraud provisions.
				  Sales literature used in any manner in connection with the offer, sale, or
				  purchase of a security shall be subject to the provisions of sections
				  485A-501 and
				  485A-505, HRS, whether or not
				  the sales literature is required to be filed pursuant to section
				  485A-504, HRS, or this section.
				  Sales literature shall not contain any ambiguity, exaggeration, or other
				  misstatement or omission of material fact that might confuse or mislead an
				  investor.
(d) Prohibited
				  disclosures. Unless specifically stating that the commissioner has not approved
				  the merits of the security offering or the sales literature, no sales
				  literature shall contain a reference to the commissioner unless such reference
				  is specifically requested by the commissioner.
Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 3 - REGISTRATION OF SECURITIES › D - Advertising and Financial Reports › Section 16-39-341 - 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
					 485A, HRS, shall be filed with the
					 commissioner upon request during the period of time that the issuer's
					 registration statement is in effect.