Hawaii Administrative Rules › Title 16 - DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS › Chapter 39 - SECURITIES › Subchapter 1 - GENERAL PROVISIONS › Section 16-39-101 - Definitions

Current through June, 2024
As used in this chapter, and in the forms, instructions, and
				  orders of the commissioner, the following meanings shall apply to the extent
				  that they are not inconsistent with the definitions provided in chapter
				  485A, 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 a share.
				  In the context of capitalization: number of shares multiplied by the par or
				  stated value equals the amount. In the context of an offering: number of shares
				  multiplied by the offering price per unit equals the amount.
"Applicant" means the issuer, broker-dealer, agent,
				  investment adviser, investment adviser representative, 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 485A, HRS, and
				  this chapter in connection with the registration of a security, broker-dealer,
				  agent, investment adviser, or investment adviser representative.
"Audited financial statements" means financial statements
				  prepared in accordance with generally accepted accounting principles or any
				  standard approved by the PCAOB and examined by independent accountants in
				  accordance with generally accepted auditing standards, accompanied by an
				  opinion of such independent accountants.
"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 brokerdealer, an agent, an investment
				  adviser, an investment adviser representative, or a federal covered investment
				  adviser.
"Broker-dealer services" means the investment banking or
				  securities business as defined by the FINRA.
"CFR" means the Code of Federal Regulations, as
				  amended.
"Commissioner" means the state commissioner of
				  securities.
"Compensation" as used in the definition of "investment
				  adviser" in section 485A-102, HRS, shall include,
				  but not be limited to, a salary, flat fee, any periodic retainer fee, or
				  commissions or other types of monetary remuneration.
"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" unless and until a determination to the contrary is made by the
				  commissioner based on evidence presented by or on behalf of the person presumed
				  to be controlling.
"CRD" means the Central Registration Depository of
				  FINRA.
"Department" means the state department of commerce and
				  consumer affairs.
"FDIC" means the Federal Deposit Insurance
				  Corporation.
"Financial institution" means any of the following federal
				  and state-chartered banks, savings and loan associations, savings banks, credit
				  unions, and the service corporations of such institutions located in this
				  State.
"Financial statements" means, but is not limited to, the
				  statement of financial condition, statement of income, and statement of changes
				  in stockholders' or owners' equity, or similar statements, as well as all
				  related footnotes and supporting schedules applicable thereto, prepared in
				  accordance with generally accepted accounting principles or any standard
				  approved by the PCAOB.
"FINRA" means the Financial Industry Regulatory
				  Authority.
"HRS" means Hawaii Revised Statutes, as amended.
"IARD" means the Internet-based Investment Adviser
				  Registration Depository operated by FINRA to receive and store filings and
				  collect related fees from investment advisers and investment adviser
				  representatives on behalf of the commissioner.
"Independent accountants" means independent certified public
				  accountants. The concept of independence shall be defined by rules promulgated
				  by the American Institute of Certified Public Accountants.
"Investment Advisers Act" means the Investment Advisers Act
				  of 1940, as amended.
"Investment Company Act" means the Investment Company Act of
				  1940, as amended.
"NASAA" means the North American Securities Administrators
				  Association.
"Networking arrangement" means a contractual or other
				  arrangement between a broker-dealer and a financial institution pursuant to
				  which the brokerdealer conducts broker-dealer services on the premises of the
				  financial institution where retail deposits are taken.
"Officer" means a president, vice president, secretary,
				  treasurer, or any other person performing similar functions with respect to any
				  organization, whether incorporated or unincorporated.
"Opinion of independent accountants" means audited financial
				  statements shall be accompanied by an opinion of an independent accountant. The
				  opinion letter shall be dated, shall be signed, shall identify without detailed
				  enumeration the financial statements covered by the opinion, shall state that
				  the examination was conducted in accordance with generally accepted auditing
				  standards and shall express the independent accountant's opinion as to the
				  fairness or unfairness of the financial statements in accordance with generally
				  accepted accounting principles or any standard approved by the PCAOB or the
				  independent accountant's inability to express such an opinion.
"Organization" means a corporation, partnership, trust,
				  association, joint venture, syndicate, limited liability company, and any other
				  form of business entity.
"OTC" means over-the-counter.
"Partnership" means a general partnership, limited
				  partnership, or a limited liability partnership.
"PCAOB" means the Public Company Accounting Oversight
				  Board.
"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
				  485A, HRS, and this chapter.
"Public offering" means the offering of any security for sale
				  to the general public, including, but not limited to:
(1) By advertisement 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, including through electronic media; or
(2) By general solicitation by billboard,
				window display, website posting, 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 as a broker-dealer,
				  agent, investment adviser, or investment adviser representative has been
				  approved under this chapter and chapter
				  485A, HRS.
"Registration statement" means the application to register
				  securities that is filed with the commissioner.
"SCOR" means small company offering registration.
"SEC" means the United States 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 or
				  interest in a corporation, limited partnership, limited liability company, or
				  other unincorporated person, or a share or unit of a security.
"SRO" means self-regulatory organization.
"State" means the State of Hawaii.
"Subsidiary" means an affiliate controlled by another
				  person.
"Underwriter" means a broker-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.