reglab/statecodes huggingface dataset:
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 01 - CONSUMER PROTECTION DIVISION › Chapter 02.01.10 - Disclosure Statements For Sale of Halal Food › Section 02.01.10.03 - Disclosure Statements

Current through Register Vol. 51, No. 14, July 12, 2024
A. This regulation does not apply to packaged food.
B. A person who represents to the public that unpackaged food sold or served is halal shall complete a disclosure statement described in §C of this regulation.
C. Disclosure Statement for Persons Who Represent That They Sell or Serve Unpackaged Halal Food.
(1) The disclosure statement shall state the name of the person selling or serving halal food and the date of the disclosure.
(2) The disclosure statement shall state in the affirmative or negative whether the person:
(a) Sells or serves only halal foods; or
(b) Sells or serves both halal and non-halal foods.
(3) The disclosure statement shall state in the affirmative or negative whether the person:
(a) Sells or serves products that are certified by a halal certifying entity;
(b) Sells or serves products that are purchased from vendors who represent that their products are halal;
(c) Keeps halal and non-halal foods separate during preparation; and
(d) Prepares foods in accordance with Islamic religious requirements.
(4) The disclosure statement shall state:
(a) The names of vendors from whom the person purchased unpackaged halal food products; and
(b) That the address and phone number of the named vendors will be furnished on request.
(5) The disclosure statement shall, if applicable, state:
(a) The name of the person certifying the food as halal; and
(b) That the address and phone number of the named certifying persons will be furnished on request.
(6) The disclosure statement shall describe the halal food preparation and handling process.
(7) The disclosure statement shall be amended as necessary.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 01 - CONSUMER PROTECTION DIVISION › Chapter 02.01.10 - Disclosure Statements For Sale of Halal Food › Section 02.01.10.04 - Method of Posting

Current through Register Vol. 51, No. 14, July 12, 2024
The disclosure statement described in Regulation .03 of this chapter shall be posted in a clear and conspicuous manner, so that the consumer can easily see it before the consumer buys or consumes the foods about which the disclosures are made.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.01 - Definitions

Current through Register Vol. 51, No. 14, July 12, 2024
A. As used in the Maryland Securities Act and in this subtitle, the following terms have the meanings indicated.
B. Terms Defined.
(1) "Commissioner" means the Maryland Securities Commissioner or the designated agent of the Maryland Securities Commissioner.
(2) "CRD" means the Central Registration Depository System.
(3) "Division" means the Division of Securities in the Office of the Attorney General.
(4) "FINRA" means the Financial Industry Regulatory Authority.
(5) "Maryland Business Opportunities Sales Act" and "Business Opportunities Act" mean Business Regulation Article, Title 14, Subtitle 1, Annotated Code of Maryland.
(6) "Maryland Franchise Registration and Disclosure Law" and "Maryland Franchise Law" mean Business Regulation Article, Title 14, Subtitle 2, Annotated Code of Maryland.
(7) "Maryland Securities Act" means Corporations and Associations Article, Title 11, Annotated Code of Maryland.
(8) "NASAA" means the North American Securities Administrators Association, Inc.
(9) "SEC" means the Securities and Exchange Commission.
(10) "Self-regulatory organization" or "SRO" means a national securities or commodities exchange, or an association or clearing agency that is registered with the Securities and Exchange Commission or the Commodity Futures Trading Commission.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.02 - Administrative Files

Current through Register Vol. 51, No. 14, July 12, 2024
A. Public Inspection. Except for materials accorded confidential treatment under §B of this regulation, all registration statements, applications for registration, and reports filed with the Division are available for public inspection during regular business hours at the offices of the Division.
B. Confidential Materials. The following materials contained in the registration files of the Division are not available for public inspection:
(1) Materials containing trade secrets or other confidential information if the:
(a) Provisions of State Government Article, Title 10, Subtitle 6, Annotated Code of Maryland, do not require disclosure of the trade secrets or confidential information, and
(b) Commissioner finds that disclosure of the trade secrets or confidential information is not necessary for the protection of investors;
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.03 - Petition for Adoption of Regulations

Current through Register Vol. 51, No. 14, July 12, 2024
A. Petition. An interested person may petition the Commissioner to adopt, amend, or repeal a regulation within the Commissioner's authority under the:
(1) Maryland Securities Act;
(2) Maryland Franchise Registration and Disclosure Law; or
(3) Maryland Business Opportunities Sales Act.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.04 - Fines and Civil Penalties

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope. This regulation applies to fines and civil penalties imposed under the Maryland Securities Act, Corporations and Associations Article, §§
									11-417 and  11-701.1(b)(4), Annotated Code of Maryland.
B. Amount of Fine or Civil Penalty. For the purpose of determining the amount of a fine or civil penalty to be imposed for a violation of any provision of the Maryland Securities Act, or any regulation or order under the Maryland Securities Act, the Commissioner shall consider:
(1) The circumstances, nature, frequency, seriousness, magnitude, persistence, and willfulness of the conduct constituting the violation;
(2) The scope of the violation, including the number of persons in and out of Maryland affected by the conduct constituting the violation;
(3) The level of restitution or compensation the violator has made;
(4) Past and concurrent conduct of the violator that has given rise to any sanction or judgment imposed by, or plea of guilty or nolo contendere or settlement with, the Commissioner or a state securities administrator, a court of competent jurisdiction, the SEC, any other federal or state agency, or a self-regulatory organization; and
(5) Any other factor the Commissioner finds appropriate in the public interest or for the protection of investors and within the purposes fairly intended by the policy and provisions of the Maryland Securities Act.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.05 - Interpretive Opinions

Current through Register Vol. 51, No. 14, July 12, 2024
A. Filing of Request. A request for an interpretive opinion or a no action position under the Maryland Securities Act, Corporations and Associations Article, §
									11-206(e), Annotated Code of Maryland, shall be filed with the Commissioner.
B. Form of Request. A request for an interpretive opinion or a no action position shall include:
(1) An original and one copy of the letter requesting the interpretive opinion or no action position; and
(2) Two copies of any supporting documentation or materials.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.06 - Consent to Service of Process

Current through Register Vol. 51, No. 14, July 12, 2024
A person required by the Maryland Securities Act, Corporations and Associations Article, §
									11-802, Annotated Code of Maryland, to appoint the Commissioner as agent for service of process shall file a Form U-2 (Uniform Consent to Service of Process) with the Commissioner.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.07 - Payment of Fees and Fines

Current through Register Vol. 51, No. 14, July 12, 2024
A. Payee. Checks for fees required by the Maryland Securities Act, the Maryland Franchise Registration and Disclosure Law, or the Maryland Business Opportunities Sales Act, or for fines or civil penalties imposed by the Commissioner, shall be made payable to "Office of the Attorney General".
B. Overpayment of Fees.
(1) If the Division discovers an overpayment in an amount of $35 or greater in a fee paid directly to the Division, the Division shall notify the person submitting the fee that the person may be entitled to a refund.
(2) Refund Request.
(a) A person that wishes to obtain a refund of an overpayment shall:
(i) Advise the Division that the person wishes to receive a refund; and
(ii) Provide the Division with the person's federal tax identification number.
(b) A request for a refund of an overpayment shall be made within 90 days after the overpayment or the mailing of any notice given by the Division.
(3) Processing Refund Request. The Division shall forward a request for a refund and the person's tax identification number to the Fiscal Division of the Office of the Attorney General for processing.
(4) Application of Overpayment to Fees for Subsequent Years. An overpayment of a fee may not be applied to fees due for subsequent years.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.08 - Place of Filing

Current through Register Vol. 51, No. 14, July 12, 2024
A registration application, pleading, correspondence, or other document required to be filed with or served upon the Commissioner shall be addressed to the Securities Commissioner, Office of the Attorney General, 200 St. Paul Place, Baltimore, Maryland 21202-2020.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.01 - General Administrative Regulations › Section 02.02.01.09 - Senior or Retiree Designations and Credentials

Current through Register Vol. 51, No. 14, July 12, 2024
A. It shall constitute a violation of the Maryland Securities Act, Corporations and Associations Article, §
									11-305, Annotated Code of Maryland, and a dishonest or unethical business practice under Corporations and Associations Article, §§
									11-302(a)(3)  and  11-412(a)(7), Annotated Code of Maryland, to use, in a way that misleads or would mislead any person, a senior-specific certification or designation that indicates or implies that the user has special certification or training in advising or servicing senior citizens or retirees.
B. The prohibited use of a certification or professional designation includes, but is not limited to, the following:
(1) Use of a certification or professional designation by a person who has not actually earned or is ineligible to use the certification or designation;
(2) Use of a nonexistent or self-conferred certification or professional designation;
(3) Use of a certification or professional designation that indicates or implies a level of occupational qualifications obtained through education, training, or experience that the user does not have; and
(4) Use of a certification or professional designation that was obtained from a designating or certifying organization that:
(a) Is primarily engaged in the business of instruction in sales, marketing, or sales and marketing;
(b) Does not have reasonable standards or procedures for assuring the competency of its designees or certificants;
(c) Does not have reasonable standards or procedures for monitoring and disciplining its designees or certificants for improper or unethical conduct; or
(d) Does not have reasonable continuing education requirements for its designees or certificants in order to maintain the designation or certificate.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.01 - Initial Registration as Broker-Dealer

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope. This regulation governs applications for initial registration as a broker-dealer in Maryland.
B. Financial Industry Regulatory Authority (FINRA) Members. An applicant that is already a member of, or has applied for membership in, the FINRA shall:
(1) File with the Central Registration Depository System (CRD) the information required by Form BD (Uniform Application for Broker-Dealer Registration) and the fee required by the Maryland Securities Act, Corporations and Associations Article, §
										11-407, Annotated Code of Maryland; and
(2) File with the Commissioner other information the Commissioner may reasonably require.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.02 - Renewal Registration as Broker-Dealer

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope. This regulation governs applications for renewal registration as a broker-dealer in Maryland.
B. FINRA Members. An applicant that is a member of the FINRA shall:
(1) File with the CRD the fee required by the Maryland Securities Act, Corporations and Associations Article, §
										11-407, Annotated Code of Maryland; and
(2) File with the Commissioner other information the Commissioner may reasonably require.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.03 - Mandatory Registration of an Agent

Current through Register Vol. 51, No. 14, July 12, 2024
A broker-dealer registered with the Commissioner shall register at least one agent with the Commissioner.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.04 - Initial Registration as Agent

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope. This regulation governs applications for initial registration as a broker-dealer agent in Maryland.
B. Agents of FINRA Members. An applicant for initial registration as an agent for a broker-dealer that is a member of the FINRA shall:
(1) File with the CRD the information required by Form U-4 (Uniform Application for Securities Industry Registration or Transfer) and the fee required by the Maryland Securities Act, Corporations and Associations Article, §
										11-407, Annotated Code of Maryland; and
(2) File with the Commissioner other information the Commissioner may reasonably require.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.05 - Renewal Registration as Agent

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope. This regulation governs applications for renewal registration as a broker-dealer agent in Maryland.
B. Agents of FINRA Members. An applicant for renewal registration as an agent for a broker-dealer that is a member of the FINRA shall:
(1) File with the CRD the fee required by the Maryland Securities Act, Corporations and Associations Article, §
										11-407, Annotated Code of Maryland; and
(2) File with the Commissioner other information the Commissioner may reasonably require.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.06 - Examination Requirement for Broker-Dealers and Agents

Current through Register Vol. 51, No. 14, July 12, 2024
A. Examination Requirement. An applicant for registration as a broker-dealer or as a broker-dealer agent in Maryland shall:
(1) Pass, with a score of 70 percent or better, the appropriate examination designated in §B of this regulation within 2 years before the date of application; or
(2) Qualify for an exemption from the examination requirement under §C of this regulation.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.07 - Amendment of Documents Filed by Broker-Dealers and Agents

Current through Register Vol. 51, No. 14, July 12, 2024
A. Time of Filing. An amendment to a broker-dealer or agent filing required by the Maryland Securities Act, Corporations and Associations Article, §
									11-411(d), Annotated Code of Maryland, shall be filed within 30 days of the event that gave rise to the need to amend the filing.
B. Place of Filing.
(1) Broker-Dealers.
(a) FINRA Members. A broker-dealer that is a member of the FINRA shall file an amendment with the CRD.
(b) Non-FINRA Members. A broker-dealer that is not a member of the FINRA shall file an amendment with the Commissioner.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.08 - Financial Requirements for Broker-Dealers

Current through Register Vol. 51, No. 14, July 12, 2024
A. Terms Defined. For purposes of the Maryland Securities Act, Corporations and Associations Article, §
									11-409, Annotated Code of Maryland, and this regulation, the terms "net capital" and "aggregate indebtedness" have the meanings stated in 17 CFR § 240.15c 3-1 (SEC Rule 15c3-1, Net Capital Requirements for Brokers and Dealers), which is incorporated by reference.
B. Broker-Dealers Subject to § 15 of the Securities Exchange Act of 1934. A broker-dealer that is registered in Maryland and that is subject to § 15 of the Securities Exchange Act of 1934 shall maintain the net capital required by 17 CFR § 240.15c 3-1 (SEC Rule 15c3-1 Net Capital Requirements for Brokers and Dealers), which is incorporated by reference.
C. Broker-Dealers Not Subject to § 15 of the Securities Exchange Act of 1934.
(1) A broker-dealer that is registered in Maryland and that is not subject to § 15 of the Securities Exchange Act of 1934 shall:
(a) Maintain a net capital of not less than $15,000; and
(b) Not permit its aggregate indebtedness to exceed 2000 percent of its net capital.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.09 - Financial Reporting Requirements for Broker-Dealers

Current through Register Vol. 51, No. 14, July 12, 2024
A. Financial Reports. A broker-dealer registered in Maryland shall file financial reports with the Commissioner as required by this regulation.
B. FINRA Members. Unless otherwise ordered by the Commissioner, a broker-dealer that is a member of the FINRA may satisfy its obligations under this regulation and the Maryland Securities Act, Corporations and Associations Article, §
									11-411(c), Annotated Code of Maryland, by filing with the FINRA an annual financial statement prepared in accordance with 17 CFR §
										240.17a-5(d) (SEC Rule 17a-5(d), Annual Filing of Audited Financial Statements), which is incorporated by reference.
C. Non-FINRA Members. A broker-dealer that is not a member of the FINRA shall file with the Commissioner an annual financial statement prepared in accordance with 17 CFR §
										240.17a-5(d) (SEC Rule 17a-5(d), Annual Filing of Audited Financial Statements), which is incorporated by reference.
D. Filing of Reports.
(1) Time for Filing. A broker-dealer required to file a financial statement under §C of this regulation shall file the financial statement within 45 days after the end of the broker-dealer's fiscal year.
(2) Extensions of Time.
(a) A broker-dealer may request an extension of time to file a financial statement. The request shall state the reason for the extension of time and shall contain an undertaking to file the statement on or before a specified date.
(b) A request for an extension of time shall be considered granted unless the Commissioner, within 10 days after the receipt of the request, denies the request and notifies the broker-dealer of the denial.
(c) If an extension of time for filing a financial statement is granted, the financial statement shall report the financial condition of the broker-dealer as of a date within 90 days of the date that the financial statement is filed.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.02 - Broker-Dealer Regulations › Section 02.02.02.10 - Book and Record-Keeping Requirements for Broker-Dealers

Current through Register Vol. 51, No. 14, July 12, 2024
A. A broker-dealer registered or required to be registered in Maryland shall make and keep books and records as set forth in 17 CFR §
										240.17a-3 (SEC Rule 17a-3, Records to be Made by Certain Exchange Members, Brokers and Dealers), which is incorporated by reference.
B. A broker-dealer registered or required to be registered in Maryland shall preserve all records required to be made under this regulation as set forth in 17 CFR § 240.17a -4 (SEC Rule 17a-4, Records to be Preserved by Certain Exchange Members, Brokers and Dealers), which is incorporated by reference.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.01 - Prospectus

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope of Regulation. This regulation prescribes the form and content of the prospectus required to be filed as part of a registration statement for registration of securities by qualification or notification, and to be used in connection with the offering of securities so registered.
B. Registration by Qualification. A prospectus filed as part of a registration statement for registration of securities by qualification shall contain all the information required by Schedule A.
C. Registration by Notification. A prospectus filed as part of a registration statement for registration of securities by notification shall contain the information required by Schedule A except that the information required by §§F(4), I(2), J, K, L, Q, S(1)(c), and S(2) may be omitted.
D. Legibility of Prospectus. The prospectus may be printed, mimeographed, or typewritten, or prepared by any similar process which will result in clear, legible copies. If printed, it shall be set in clear Roman type at least as large as 10 point modern type, with financial data or other statistical or tabular matter at least as large as 8 point. All type shall be leaded at least 2 points.
E. Presentation of Information in Prospectus.
(1) The prospectus shall contain the information called for by all items of Schedule A required to be answered, except that no reference need be made to inapplicable items, and negative answers to any item may be omitted. None of the other information or documents filed as a part of the registration statement need be included in the prospectus.
(2) Unless clearly indicated otherwise, information set forth in any part of the prospectus need not be duplicated elsewhere in the prospectus. When it is deemed necessary or desirable to call attention to the information in more than one part of the prospectus, this may be accomplished by appropriate cross-references. Instead of restating information in the form of notes to the financial statements, references may be made to other parts of the prospectus where the information is set forth.
(3) The information required in the prospectus need not follow the order of the items in Schedule A. All information contained in the prospectus shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth under it.
(4) Every prospectus shall include in its forepart a reasonably detailed table of contents showing the subject matter of the various sections or subdivisions and the page number on which each section or subdivision begins.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.02 - Acceptability of Uniform Forms in Registration by Coordination

Current through Register Vol. 51, No. 14, July 12, 2024
The Commissioner will permit the use of the Uniform Application Form adopted by the North American Securities Administrators Association and the Uniform Application to Register Securities (Form U-1) adopted by the Midwest Securities Commissioners Association in connection with the registration of securities by coordination, provided, however, that no instruction, undertaking, or other matter appearing in the forms shall be deemed to modify, or in any way affect, the application of the requirements of the Maryland Securities Act and of the rules and regulations under it to the registration.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.04 - Quarterly Reports on Registered Securities

Current through Register Vol. 51, No. 14, July 12, 2024
A. Except as provided in §B, of this regulation, so long as a registration statement covering securities registered by notification or qualification is effective, the person who filed the registration statement shall file quarterly reports which shall keep reasonably current the information contained in the registration statement and disclose the progress of the offering, (see form SRQ-1, which is annexed hereto), and in addition, the reports shall contain a list of persons who have purchased securities within that given monthly period. This shareholder list shall include the name, the address and the telephone number of the purchaser and the number of units, shares, or beneficial interests purchased and the date of the purchase.
B. When an offering of securities registered by notification or qualification has been completed, the person who filed the registration statement may be relieved of the necessity of filing further reports pursuant to §A, of this regulation, by notifying the Commissioner in writing of the fact that the offering has been completed, and by submitting a final shareholder list and status of the offering report.
C. The quarterly reports required by §A, of this regulation, shall be filed with the Division of Securities within 7 days from the end of each quarterly period.
D. The Securities Commissioner may, by rule or order, further modify, condition, withdraw, or waive the conditions of this regulation when he deems it in the public interest.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.05 - Financial Statements Filed As Part of Registration Statements for Registration of Securities by Qualification Notification

Current through Register Vol. 51, No. 14, July 12, 2024
A. All financial statements required to be filed as part of registration statements for registration of securities by qualification or notification shall be certified by independent public accountants.
B. The Commissioner will not recognize any certified public accountant or public accountant as independent who is not in fact independent. For example, an accountant will be considered not independent with respect to any person or any of its parents or subsidiaries:
(1) In whom he has, or had during the period of report, any direct, financial interest or any material indirect financial interest; or
(2) with whom he is, or was during the period, connected as a promoter, underwriter, voting trustee, director, officer, or employee.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.06 - Escrow Requirements

Current through Register Vol. 51, No. 14, July 12, 2024
A. The Commissioner, in his discretion, shall have the right to require an escrow fund to be established and may, by regulation or order, require as a condition of registration by qualification that the proceeds from the sale of the registered securities be impounded until the issuer receives a special amount. The Commissioner may, by regulation or order, determine the conditions of any escrow or impounding required hereunder, but he may not reject a depository solely because of location in another state.
B. Accordingly, in any instance where he determines impounding of the proceeds of the sale of securities to be in the public interest and necessary for the protection of investors, the Commissioner will require, as a condition of registration, that the registrant deposit a specific percentage of the proceeds from the sale of the registrant's securities in an acceptable depository, pursuant to a written agreement between the registrant issuer and the depository, to be retained in it until a specific sum has been accumulated and the terms and conditions of the agreement have been performed.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.07 - Registration by Coordination of Shelf Registrations Pursuant to SEC Rule 415

Current through Register Vol. 51, No. 14, July 12, 2024
A. Initial Registration. Securities which are qualified to be registered on SEC Form S-3 and which are to be offered in series or offered and sold on a continuous or delayed basis pursuant to SEC Rule 415, may be registered by coordination as follows:
(1) Initial Filing. On filing a Shelf Registration Statement with the SEC pursuant to Rule 415, the registrant shall file a Form U- 1 annexing the Shelf Registration Statement containing all of the information required for coordinated registrations pursuant to §11-503 of the Maryland Securities Act with the Maryland Division of Securities (the Division), along with the requisite filing fee based on the maximum amount to be sold.
(2) Pre-effective Amendments. If an amendment to the Shelf Registration Statement is required prior to SEC effectiveness, this amendment shall be filed with the Division.
(3) Effectiveness of Registration. The Shelf Registration Statement automatically becomes effective in Maryland at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(a) A stop order is not in effect and a proceeding is not pending under §§11-511 -11-513 of the Maryland Securities Act;
(b) The registration statement has been on file with the Commissioner for at least 10 days prior to the determination of effectiveness by the SEC; and
(c) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions applicable to the shelf registration has been on file for 2 full business days or any shorter period which the Commissioner permits by rule or otherwise, and the offering is made within those limitations.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.08 - Filing of Sales and Advertising Literature

Current through Register Vol. 51, No. 14, July 12, 2024
A. Definitions.
(1) "Act" means the Maryland Securities Act.
(2) "Commissioner" means the Securities Commissioner of the State.
(3) "Division" means the Division of Securities of the Office of the Attorney General.
(4) "Regulation" means this regulation.
(5) "Sales and advertising literature" includes any pamphlet, circular, form letter, advertisement or printed advertising communication, films, film strips, television and radio presentations, tape and cassette recordings, and any other public lecture addressed or intended for distribution to and/or delivered to prospective investors including clients or prospective clients of an agent or broker/dealer; provided, however, that "sales and advertising literature" may not include:
(a) Any prospectus used in conjunction with an offer or sale, or both, of securities;
(b) Any individual letter sent to a prospective investor where the issuer has filed a registration statement with the Division relating to the offer or sale, or both, of securities to which the letter relates, provided, however, that the letter shall direct the prospective investor to the prospectus or be accompanied by a copy of the prospectus;
(c) Tombstone advertisements;
(d) Dividend notices, proxy statements and reports to shareholders, the content of which does not pertain to a current offering or sale, or both, of securities of the issuer;
(e) Literature disseminated in connection with the distribution of securities of an investment company registered under § 8 of the Investment Company Act of 1940;
(f) Literature relating to any securities, offer or sale, or both of securities, to which is applicable one or more of the exemptions from registration contained within §§11-601 -11-604 of the Act;
(g) Written or printed material relating to an offer or sale, or both, of securities pursuant to a:
(i) Qualified employee stock, or stock-option plan; or
(ii) Merger, consolidation, exchange offer, reclassification of securities or sale of corporate assets in consideration of the issuance of securities of another issuer;
(h) Written or printed material which is otherwise required to be filed under the registration provisions of the Act.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.09 - Procedure for Renewal of Registration Statement

Current through Register Vol. 51, No. 14, July 12, 2024
A. Definitions. As used in this regulation:
(1) "Effective date" means the date that a registration statement is declared effective by the Commissioner.
(2) "Expiration/renewal date" means the date that is 1 year from the effective date.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.10 - Registration of Securities of Investment Companies

Current through Register Vol. 51, No. 14, July 12, 2024
A. Filing Fee.
(1) Subject to the registration provisions of the Maryland Securities Act, Corporations and Associations Article, §§
										11-502,  11-503, and  11-504, Annotated Code of Maryland, a registrant that files pursuant to the Maryland Securities Act, Corporations and Associations Article, §
										11-510.1, Annotated Code of Maryland, shall pay a $100 filing fee with the initial application for registration.
(2) A registrant that renews its registration statement pursuant to the Maryland Securities Act, Corporations and Associations Article, §
										11-510.1(b), Annotated Code of Maryland, shall pay a $100 filing fee in addition to any fee that is required to be paid pursuant to the Maryland Securities Act, Corporations and Associations Article, §
										11-510.1(b)(1)  or (2), Annotated Code of Maryland.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.11 - Initial and Renewal Registration as Issuer Agent

Current through Register Vol. 51, No. 14, July 12, 2024
A. Definitions.
(1) For purposes of this regulation, the following terms have the meanings indicated.
(2) Terms Defined.
(a) "Agent" has the same meaning as set forth in the Maryland Securities Act, Corporations and Associations Article, §
											11-101(b), Annotated Code of Maryland.
(b) "Issuer agent" means an agent, other than a broker-dealer agent, who represents an issuer in effecting or attempting to effect the purchase or sale of securities.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.03 - Registration Regulations › Section 02.02.03.12 - Small Corporate Offering Registration

Current through Register Vol. 51, No. 14, July 12, 2024
A. Registration by Qualification. An issuer may register securities by qualification under the Maryland Securities Act, Corporations and Associations Article, §
									11-504, Annotated Code of Maryland, by using Form U-7 (Small Corporate Offering Registration Form) if the conditions set forth in this regulation and in the instructions to Form U-7 are satisfied.
B. Small Corporate Offering Registration Form.
(1) An application to register securities under this regulation shall be prepared in accordance with the instructions set forth in Form U-7 (Small Corporate Offering Registration Form) adopted by the North American Securities Administrators Association, Inc., on April 29, 1989, which is incorporated by reference.
(2) A completed Form U-7 that has been declared effective by the Commissioner shall serve as the prospectus for an offering registered under this regulation.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.01 - Requirements for Compliance with Not-for-Profit Exemption

Current through Register Vol. 51, No. 14, July 12, 2024
A. Securities offered pursuant to the Maryland Securities Act, Corporations and Associations Article, §
									11-601(9)(i), Annotated Code of Maryland, shall be deemed exempt securities if the nationwide aggregate offering price does not exceed $150,000.
B. Securities offered pursuant to the Maryland Securities Act, Corporations and Associations Article, §
									11-601(9)(ii), Annotated Code of Maryland, shall be deemed exempt securities if the following conditions are satisfied:
(1) Exempt Securities-----General Conditions.
(a) The issuer shall notify the Commissioner in writing at least 10 days before the first sale of the securities in this State.
(b) The notification shall contain the following information:
(i) Name, address, and telephone number of the issuer;
(ii) Name, address, telephone number, and CRD number, if applicable, of the broker-dealer or issuer's agent registered in this State who will offer the securities.
(c) An affirmation that a commission or remuneration for soliciting any prospective buyer may not be paid except to a broker-dealer or issuer's agent registered in this State.
(d) An affirmation that all prospective buyers will receive, before any sale, a disclosure document containing the information required by Form MLOE-2 of Regulation .12 of this chapter. The financial information required by Item 19, Part I of Form MLOE-2, need not be provided.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.02 - Employee Benefit Plans

Current through Register Vol. 51, No. 14, July 12, 2024
A. Securities offered pursuant to a nonqualified benefit plan as described in the Maryland Securities Act, Corporations and Associations Article, §
									11-601(11), Annotated Code of Maryland, shall be deemed exempt securities if the following conditions are satisfied:
(1) The issuer shall notify the Commissioner in writing at least 30 days before any offer or sale in this State. The notification shall include the following information:
(a) Name, address, and telephone number of the issuer;
(b) Name, address, and telephone number of the administrator of the plan; and
(c) A copy of the plan.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.03 - Existing Security Holder Exemption

Current through Register Vol. 51, No. 14, July 12, 2024
A. Transactions involving existing security holders pursuant to the Maryland Securities Act, Corporations and Associations Article, §
									11-602(11)(ii), Annotated Code of Maryland, shall be deemed exempt transactions if the following conditions are satisfied:
(1) The issuer shall notify the Commissioner in writing at least 5 business days before the offer or sale in this State. The notification shall include the following information:
(a) Name, address, and telephone number of the issuer;
(b) Name, address, telephone number, and CRD number, if applicable, of any entity or individual receiving any commission or remuneration in connection with the offer or sale of the securities; and
(c) A description of the terms of the offering.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.04 - Designated Institutional Investor

Current through Register Vol. 51, No. 14, July 12, 2024
A. Definitions.
(1) "Accredited investor" has the same meaning as set forth in Regulation D, 17 CFR §
											230.501(a)(1) -(3), (7), and (8), which is incorporated by reference.
(2) "Qualified institutional buyer" has the same meaning as set forth in Rule 144A, 55 FR 17933 (1990), which is incorporated by reference.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.05 - Recognized Securities Manuals

Current through Register Vol. 51, No. 14, July 12, 2024
A. The following publications are designated recognized securities manuals for purposes of the Maryland Securities Act, Corporations and Associations Article, §
									11-602(2), Annotated Code of Maryland:
(1) Mergent's Industrial Manual;
(2) Mergent's Transportation Manual;
(3) Mergent's Public Utility Manual;
(4) Mergent's Bank and Finance Manual; and
(5) Standard and Poor's Standard Corporation Descriptions.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.06 - Designated Exchange Exemption

Current through Register Vol. 51, No. 14, July 12, 2024
A. Definitions.
(1) "CBOE" means The Chicago Board Options Exchange.
(2) "NASDAQ/NMS" means the National Association of Securities Dealers Automated Quotations/National Market System.
(3) "Release" means Securities Act Release 33-6810 published at 53 FR 52550 (1988), which is incorporated by reference.
(4) "SEC" means the Securities and Exchange Commission.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.07 - Designated Clearing Agency Exemption

Current through Register Vol. 51, No. 14, July 12, 2024
A. The Options Clearing Corporation (OCC) shall be designated as a "clearing agency" for purposes of the Maryland Securities Act, Corporations and Associations Article, §
									11-601(13), Annotated Code of Maryland.
B. This designation may be revoked if the Commissioner finds that this action is advisable for the protection of investors or in the public interest.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.08 - Bank Securities

Current through Register Vol. 51, No. 14, July 12, 2024
A. Federal Savings Banks. For purposes of the Maryland Securities Act, Corporations and Associations Article, §
									11-601(3), Annotated Code of Maryland, the term "bank" includes a savings bank organized under the laws of the United States.
B. Exclusions. For purposes of the Maryland Securities Act, Corporations and Associations Article, §
									11-601(3), Annotated Code of Maryland, the terms "bank", "savings institution", and "trust company" do not include a bank, savings institution, or trust company that:
(1) Has not received its permanent charter or final approval to operate from the governmental agency to which application is made or that regulates the entity;
(2) Has received a conditional approval to operate for the purpose of raising capital or meeting other regulatory requirements;
(3) Has its charter revoked; or
(4) Is on any form of conditional status.
Code of Maryland Regulations › Title 02 - OFFICE OF THE ATTORNEY GENERAL › Subtitle 02 - DIVISION OF SECURITIES › Chapter 02.02.04 - Exemption from Registration Regulations › Section 02.02.04.09 - Maryland Limited Offering Exemption (MLOE): Scope and Definitions

Current through Register Vol. 51, No. 14, July 12, 2024
A. Scope.
(1) The Maryland Limited Offering Exemption (MLOE) creates under the Maryland Securities Act, Corporations and Associations Article, §
										11-602(9), Annotated Code of Maryland, two exemptions from the registration requirements of the Maryland Securities Act, Corporations and Associations Article, §
										11-501, Annotated Code of Maryland.
(2) Regulation .10 sets forth conditions that apply to both a local issuer exemption under Regulation .11 and a general transactional exemption under Regulation .12.
(3) Regulation .11 sets forth additional conditions that apply to the local issuer exemption.
(4) Regulation .12 sets forth additional conditions that apply to the general transactional exemption.
(5) Regulation .13 provides that the MLOE exemption will remain available in the event of certain insignificant deviations from the conditions set forth in Regulations .10-.12.
(6) The MLOE and the Maryland Securities Act, Corporations and Associations Article, §
										11-602(9), Annotated Code of Maryland, do not provide an exemption from the antifraud provisions of the Maryland Securities Act, Corporations and Associations Article, Subtitles 3 and 7, Annotated Code of Maryland.
(7) The MLOE and the Maryland Securities Act, Corporations and Associations Article, §
										11-602(9), Annotated Code of Maryland, do not exempt from registration the offer or sale of securities:
(a) For which a registration statement or Regulation A notification has been filed with the SEC under the Securities Act of 1933; or
(b) Exempt from registration with the SEC under 17 CFR §
												230.505 (SEC Rule 505, Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000) or 17 CFR §
												230.506 (SEC Rule 506, Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering).