Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.01 - Definitions

Current through Rules and Regulations filed through June 27, 2024
All definitions contained in Section
				  10-5-2 of 
				 the Official Code of Georgia Annotated ("Code" or "O.C.G.A.") are incorporated
				 by reference herein. When used in the Act and in these Rules, the following
				 terms shall have the following meanings:
(1) "Accredited Investor" shall have the same
				meaning as set forth in Rule 501 of Regulation D under the SEC's general rules
				and regulations adopted pursuant to the Securities Act of 1933,
				 17 C.F.R. §
										230.501.
(2) "Act" or "The Act" means the Georgia
				Uniform Securities Act of 2008, as amended, as set forth in Chapter 5 of Title
				10 of the Official Code of Georgia Annotated.
(3) "Affiliate of" or "Person affiliated
				with" means a person who directly, or indirectly through one (1) or more
				intermediaries, controls or is controlled by, or is under common control with,
				the person specified.
(4)
				"Aggregate Offering Price" means the sum of all cash, services, property,
				notes, cancellation of debt, and other consideration received by an issuer for
				issuance of its securities. Where securities are being offered for both cash
				and non-cash consideration, the aggregate offering price shall be based on the
				price at which the securities are offered for cash. If securities are not
				offered for cash, the aggregate offering price shall be based on the value of
				the consideration as established by bona fide sales of that consideration made
				within a reasonable time or, in the absence of sales, on the fair value as
				determined by an accepted standard.
(5) "APA" means the Georgia Administrative
				Procedure Act, as set forth in Chapter 13 of Title 50 of the Official Code of
				Georgia Annotated.
(6) "Applicant"
				means the issuer, broker-dealer, investment adviser, investment adviser
				representative, agent, or other person executing the application.
(7) "Assistant Commissioner" means the
				Assistant Commissioner of Securities of the State of Georgia.
(8) "Associated person" means any partner,
				officer, director, branch manager (or any person occupying a similar status or
				performing similar functions) of a broker-dealer or investment adviser, any
				person directly or indirectly controlling, controlled by, or under common
				control with such broker-dealer or investment adviser, or any employee of such
				broker-dealer or investment adviser, except that any person associated with a
				broker-dealer or investment adviser whose functions are solely clerical or
				ministerial shall not be included in the meaning of such term.
(9) "Branch office" means any location where
				one (1) or more associated persons of a broker-dealer or investment adviser
				regularly conducts the business of effecting any transactions in any security,
				advising with respect to any security, or inducing or attempting to induce the
				purchase or sale of any security, or is held out as such, excluding the
				following:
(a) Any location that is
				established solely for customer service or administrative/clerical functions,
				or both, where no sales activities are conducted and that is not held out to
				the public as a branch office.
(b)
				Any location that is the associated person's primary residence, provided the
				following:
1. Only one (1) associated person,
				or multiple associated persons who reside at that location and are members of
				the same immediate family, conduct business at that location;
2. The location is not held out to the public
				as an office, and the associated person does not meet with customers at that
				location;
3. Neither customer funds
				nor securities are handled at that location;
4. The associated person is assigned to a
				designated branch office, and such designated branch office is reflected on all
				business cards, stationery, advertisements, and other communications to the
				public by such associated person;
5. The associated person's correspondence and
				communications with the public are subject to the firm's supervision in
				accordance with NASD Rule 3010 as found in the FINRA Manual;
6. Electronic communications (e.g., emails)
				are made through the broker-dealer's or investment adviser's electronic
				system;
7. All orders are entered
				through the designated branch office or an electronic system established by the
				broker-dealer that is reviewable at the branch office;
8. Written supervisory procedures pertaining
				to supervision of sales activities conducted at the residence are maintained by
				the broker-dealer or investment adviser; and
9. A list of residence locations is
				maintained by the broker-dealer or investment adviser.
(c) Any location, other than a primary
				residence, that is used for securities business for less than thirty (30)
				business days in any one (1) calendar year, provided that the broker-dealer or
				investment adviser complies with the provisions set forth in clauses (b)(1)-(9)
				above.
(d) Any office of
				convenience, where associated persons occasionally and exclusively by
				appointment meet with customers, that is not held out to the public as an
				office. Where such office of convenience is located on bank premises, signage
				necessary to comply with applicable federal and state laws, rules, and
				regulations and applicable rules and regulations of the New York Stock
				Exchange, other self-regulatory organizations, and securities and banking
				regulators may be displayed and shall not be deemed "holding out" for purposes
				of this Rule.
(e) Any location that
				is used primarily to engage in non-securities activities and from which the
				associated person or persons effects no more than twenty-five (25) securities
				transactions in any one (1) calendar year; provided that any advertisement or
				sales literature identifying such location also sets forth the address and
				telephone number of the location from which the associated person or persons
				conducting business at the non-branch locations are directly
				supervised.
(f) The floor of a
				registered national securities exchange where a broker-dealer conducts a direct
				access business with public customers.
(g) A temporary location established in
				response to the implementation of a business continuity plan.
Notwithstanding the exclusions in this Rule, any location
				 that is responsible for supervising the activities of persons associated with
				 the broker-dealer or investment adviser at one (1) or more non-branch locations
				 of the broker-dealer or investment adviser is considered to be a branch
				 office.