reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.02 - Construction and Definitions

Current through Register 1525, July 5, 2024
(a)
Construction
. These rules shall be construed to secure
			 a just and speedy determination of every proceeding.
(b)
Definitions
. The
			 following words when used in the rules, except as otherwise required by the
			 context shall have the following meaning:
1.
			 "Adjudicatory Proceeding". A proceeding before the Division in which the legal
			 rights, duties or privileges of specifically named persons are required by
			 constitutional right, by provision of M.G.L. c. 30A, 110A or by any other
			 provision of the General Laws, to be determined, after opportunity for an
			 agency hearing.
2. "the Division".
			 The Securities Division of the Office of the Secretary of the
			 Commonwealth.
3. "Director". The
			 Director of the Division as defined in
			 950 CMR
			 14.406(a)(1).
4. "Authorized Representative". An attorney,
			 legal guardian or other person authorized by a Party to represent him in an
			 Adjudicatory Proceeding.
5.
			 "Papers". All written communications filed in an Adjudicatory Proceeding,
			 including motions, pleadings, and other documents.
6. "Party". The Division and/or the
			 specifically named Person(s) whose legal rights, duties or privileges are being
			 determined in an Adjudicatory Proceeding; any other Person(s) who as a matter
			 of constitutional right or by any provision of the General Laws is entitled to
			 participate fully in the proceeding; or any Person allowed by the Division to
			 intervene.
7. "Person". An
			 individual or legal entity(ies).
8.
			 "Presiding Officer". The hearing shall be conducted by a Presiding Officer who
			 may be the Director or a hearing officer appointed by the Director to conduct
			 the hearing. The hearing officer may be a member of the Division, a person
			 authorized by law to serve as a hearing officer or administrative law judge, or
			 any other person who is selected by the Director. When serving as Presiding
			 Officer, the hearing officer shall have all the powers of the Presiding Officer
			 conduct of a hearing as contained herein, except that in the the hearing
			 officer shall not be empowered to make any decision which would finally
			 determine the proceedings. At the conclusion of the hearing, the hearing
			 officer shall submit recommended findings of fact and conclusions of law to the
			 Director for his consideration.
9.
			 "Respondent". Party who must make an answer in an Adjudicatory
			 Proceeding.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.03 - Representation

Current through Register 1525, July 5, 2024
(a)
Appearance
. An
			 individual may appear in his own behalf. An authorized officer or employee may
			 represent a corporation, an authorized member may represent a partnership or
			 joint venture, and an authorized trustee may represent a trust. Any Party in an
			 Adjudicatory Proceeding shall have the right to be accompanied, represented and
			 advised by an Authorized Representative, provided, however, no Authorized
			 Representative shall be permitted to engage in the practice of law unless
			 authorized to do so within the Commonwealth.
(b)
Notice of
			 Appearance
. An appearance shall be made in every Adjudicatory
			 Proceeding by filing a written notice with the Division and the Presiding
			 Officer. Such notice shall contain the name, address and telephone number of
			 the Authorized Representative.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.04 - Time

Current through Register 1525, July 5, 2024
(a)
Timely Filing
.
			 Papers required or permitted to be filed under these regulations, or any
			 provision of the applicable law must be filed with the Securities Division,
			 Office of the Secretary of the Commonwealth, John W. McCormack Bldg., 17th
			 Floor, One Ashburton Place, Boston, MA 02108 or such other place as the
			 Division shall designate within the time limits for such filing as are set by
			 regulation, order of the Presiding Officer or other provision of law.
Papers filed in the following manner shall be deemed to be
				filed as set forth herein:
1.
			 Hand-delivery during business hours. Hand-delivery during regular business
			 hours shall be deemed filed on the day delivered.
2. Hand-delivery during non-business hours.
			 Hand-delivery at times other than during regular business hours shall be deemed
			 filed on the next regular business day.
3. Mailing. Placing in U.S. mail shall be
			 deemed filed on the date postmarked.
All Papers shall show the date received by the Division, and
				the Division shall cooperate in giving date receipts to Persons filing Papers
				by hand-delivery during regular business hours.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.05 - Filings Generally

Current through Register 1525, July 5, 2024
(a)
Title
. Papers filed with the Division shall state the
			 docket number, the title of the proceeding and the name of the Person in whose
			 behalf the filing is made.
(b)
Signatures
. Papers filed with the Division shall be
			 signed and dated by the Party on whose behalf the filing is made or by the
			 Party's Authorized Representative and shall state the address and telephone
			 number of such Party or Authorized Representative; except all answers, answers
			 to interrogatories and all responses containing factual representations must be
			 signed by the Party. Signature by a Party constitutes a certification by the
			 signer that he has read the document, knows the content thereof, and that such
			 statements are true, and that it is not interposed for delay. If the document
			 has been signed by an Authorized Representative, where permitted, such
			 signature constitutes a certification that he has full power and authority to
			 sign; that he has read the document; that, after reasonable enquiry, he
			 believes that there is a good ground to support it; and, that it is not
			 interposed for delay.
(c)
Form
. Size and Printing Requirements. All Papers,
			 except those submittals and documents which are kept in a larger format during
			 the ordinary course of a Party's business, shall be hand-printed or typewritten
			 on paper 8 to 8-1/2 inches wide, by 10 to 11 inches long, with left- hand
			 margins not less than 1- 1 /2 inches wide and other margins not less than 1
			 inch. The impression shall be on only one side of the page, unless there are
			 more than four pages, and shall be doubled spaced except that quotations in
			 excess of three lines shall be single-spaced and indented.
(d)
Copies
. The
			 original of all Papers shall be filed in duplicate, one copy filed with the
			 Presiding Officer and one copy filed with the Division.
(e)
Service
. Service
			 of all papers shall be made by delivery by hand (including express courier
			 service), or by United States mail, and shall be deemed complete as of the date
			 of delivery by hand or by date of deposit in an official United States mail
			 facility. All Papers filed with the Division shall be accompanied by a
			 statement signed under the penalty of perjury that copies have been sent,
			 specifying the mode of service, date, the Party to whom sent, the Party's
			 address, and address of service. Failure to comply with this rule shall be
			 grounds for refusal by the Division to accept Papers for filing.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.07 - Motions

Current through Register 1525, July 5, 2024
(a)
General
			 Requirements
.
1.
			 Presentation/Objection to Motion. An application to the Presiding Officer
			 should be made by motion. Motions may be made in writing at any time after the
			 commencement of an Adjudicatory Proceeding, or they may be made or allyduring a
			 hearing. Each motion shall set forth the grounds for the desired order or
			 action and state whether a hearing is desired. Unless otherwise ordered by the
			 Presiding Officer, a party opposing a motion must file its response within 14
			 days after service of the motion. Any party may request a hearing on the
			 motion. The Presiding Officer may, in his discretion, grant or deny a request
			 for hearing. A request for hearing may be denied on any of the following
			 grounds: oral argument or testimony would not substantially advance the
			 Presiding Officer's understanding of the issues, a delay in deciding the motion
			 until hearing would severely prejudice a party, or a hearing would not be in
			 the public interest.
2. Action on
			 Motions. The Presiding Officer shall, if he determines a hearing on the motion
			 is warranted, give at least three days notice of the time and place for
			 hearing. The Presiding Officer may grant requests for continuances or may in
			 the event of unexcused absence of a Party permit the hearing to proceed, and
			 the unexcused Party's motion or objections will be regarded as submitted. The
			 Presiding Officer may act on a motion when all Parties have responded thereto,
			 or the deadline for response has passed, whichever comes first.
3. Factual Basis. The Parties may offer at a
			 hearing on the motion only such evidence as is relevant to the particular
			 motion. This evidence may consist of facts which are presented orally by sworn
			 testimony, supported by affidavit, or which appear in records, files,
			 depositions, or answers to interrogatories.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.08 - Intervention and Participation

Current through Register 1525, July 5, 2024
(a)
Initiation
. Any Person not initially a Party, who with
			 good cause wishes to intervene in, or participate in an Adjudicatory Proceeding
			 shall file a written motion with appropriate pleading for leave to intervene or
			 participate in the proceeding.
(b)
Form and Content
. The motion shall state the name and
			 address of the Person making the motion. It shall describe the manner in which
			 the Person making the motion is affected by the proceeding. It shall state the
			 contention of the Person making the motion as to why intervention or
			 participation should be allowed, the relief sought and the statutory or other
			 law in support thereof.
(c)
Filing the Petition
. Unless an applicable statute
			 requires otherwise, the motion and appropriate pleading may be filed at any
			 time following the commencement of the Adjudicatory Proceeding, but in no
			 event, later than the date fixed by the Presiding Officer. Motions filed may be
			 allowed at the discretion of the Presiding Officer, provided that the Parties
			 are given notice and opportunity to object.
(d)
Rights of
			 Intervenors
. Intervenors shall be Persons substantially and
			 specifically affected by the proceeding. Any Person permitted to intervene
			 shall have all the rights of, and be subject to, all limitations imposed upon a
			 Party, however, the Presiding Officer may exclude repetitive or irrelevant
			 material. Every petition to intervene shall be treated as a petition in the
			 alternative to participate.
(e)
Rights of Participants
. Any Person specifically
			 affected by a proceeding shall be permitted to participate. Permission to
			 participate shall be limited to the right to argue orally at the close of
			 hearing and to file a brief. Permission to participate, unless otherwise
			 stated, shall not be deemed to constitute an expression that the Person allowed
			 to participate is a Party in interest who may be aggrieved by any final
			 decision. A Person who moved to intervene and who was allowed only to
			 participate, may participate without waiving its rights to administrative or
			 judicial review of the denial of said motion to intervene.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.09 - Hearings and Conferences

Current through Register 1525, July 5, 2024
(a)
Pre-hearing Conference
. The Presiding Officer may upon
			 his own initiative or upon the application of any Party, call upon the Parties
			 to appear for a conference to consider:
1.
			 the simplification or clarification of the issues;
2. the possibility of obtaining stipulations,
			 admissions, agreements on documents, understandings on matters already of
			 record, or similar agreement which willavoid unnecessary proof;
3. the limitation of the number of expert
			 witnesses, or avoidance of similar cumulative evidence, if the case is to be
			 heard;
4. the possibility of
			 agreement disposing of all or any of the issues in dispute; and
5. such other matters as may aid in the
			 disposition of the Adjudicatory Proceeding.
Those matters agreed upon by the Parties shall be
				electronically recorded in the presence of the Parties and/or reduced to
				writing and shall be signed by the Parties, and shall thereafter constitute
				part of the record.
The scheduling of a Pre-hearing Conference shall be solely
				within the discretion of the Presiding Officer.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 10.00 - Adjudicatory Proceedings: Securities Division › Section 10.10 - Settlement of Proceeding

Current through Register 1525, July 5, 2024
At any time after the commencement of an investigation by the
				Division, the Division and the respondent or party(ies) subject to
				investigation may agree to settle the investigation or proceeding. The
				settlement must be approved by the Director of the Division who may, in his
				discretion, approve the settlement so long as he finds it is fair, reasonable
				and in the public interest. The settlement may be entered as a Final Order
				under M.G.L. c. 110A §§ 412, 204, 304, 407A. Violations of such a
				Final Order is subject to criminal and civil penalties as provided by
				law.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 12.200 - Registration of Broker-Dealer, Agents, Investment Adviser, Investment Adviser Representatives and Notice of Filing Procedures for Federal Covered Advisers › Section 12.201 - Broker-dealer/Agent Registration Requirements

Current through Register 1525, July 5, 2024
(1)
Registration Expiration Date
. Every registration of a
			 broker-dealer, agent, investment adviser, investment adviser representative, or
			 issuer-agent expires on the last day of the calendar year, unless renewed or
			 terminated at an earlier date.
(2)
Prohibition Against Dual Registration
. No person may
			 be registered concurrently as an agent of more than one broker-dealer or
			 issuer. The Director may waive this requirement if he or she determines that it
			 would not interfere with effective supervision of the agent by the
			 broker-dealer or issuer and it is in the public interest.
(3)
Boston Stock
			 Exchange
.
(Reserved)
(4)
Automatic Registration as
			 Agent for Executive Officers, Directors or Partners
. Each
			 executive officer, director, partner, or a person occupying a similar status
			 performing similar functions is presumed to be acting as an agent and thus
			 registered automatically, pursuant to M.G.L. c. 110A, § 202(a), when the
			 broker-dealer is registered. If any such person does not desire automatic
			 registration because he or she does not meet the definition of an agent, he or
			 she must file with the Division an affidavit stating that he performs no
			 activity for the broker-dealer that would require him or her to register as an
			 agent.
(5)
Scope of
			 Activity Permitted by Registration
. A broker-dealer's registration
			 permits only such activity in types of business indicated on the Form BD,
			 unless such activity constitutes 1% or less of the broker-dealer's revenue from
			 its securities business. An agent's registration permits only activity that is
			 conducted within the scope of the agency relationship, and activity for which
			 the appropriate examination has been passed. Any activity that occurs outside
			 of that permitted by the registration, shall be considered in violation of
			 M.G.L. c. 110A, § 201(a), unless the person is separately registered or
			 appropriately exempt to conduct such activity.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 12.200 - Registration of Broker-Dealer, Agents, Investment Adviser, Investment Adviser Representatives and Notice of Filing Procedures for Federal Covered Advisers › Section 12.202 - Broker-dealer/Agent Registration Procedures

Current through Register 1525, July 5, 2024
(1)
Initial Broker-dealer Registration
.
(a) An application for registration as a
			 broker-dealer in the Commonwealth shall be made by submitting the following
			 items to the Central Registration Depository (CRD):
1. If the applicant is an existing member of
			 FINRA, or has previously filed items with the CRD seeking registration in
			 another state or membership in FINRA:
a. Page
			 1 of Form BD marked "Amendment."
b.
			 Page 2 of Form BD with "MA" checked in Item 2.
c. Page 1 of Form U-4 for each executive
			 officer, director, partner or person occupying a similar status performing
			 similar functions who will be automatically registered with "MA" checked. Any
			 such person who does not seek automatic registration shall submit a duly
			 executed affidavit in a form approved by the Division.
d. A check or money order in the amount of
			 the filing fees for the above ($450 for the broker-dealer and $75 for each
			 agent).
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 12.200 - Registration of Broker-Dealer, Agents, Investment Adviser, Investment Adviser Representatives and Notice of Filing Procedures for Federal Covered Advisers › Section 12.203 - Post-registration Requirements

Current through Register 1525, July 5, 2024
(1)
Minimum Capital Requirements.
(a) broker-dealer shall comply with the net
			 capital requirements for brokers and dealers set forth in SEC Rule 15c3-1 (
			 17 CFR
			 240.15c3-1 ), and the customer
			 protection-reserves and custody of securities requirements set forth in SEC
			 Rule 15c3-3 (
			 17 CFR
			 240.15c3-3 ).
(b) A broker-dealer shall comply with SEC
			 Rule 17a-11 (
			 17 CFR
			 240.17a-11 ), as amended by FOCUS Report. The
			 Director may by order restrict or condition the broker-dealer's right to
			 transact business in the Commonwealth as he finds appropriate for the
			 protection of investors.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 12.200 - Registration of Broker-Dealer, Agents, Investment Adviser, Investment Adviser Representatives and Notice of Filing Procedures for Federal Covered Advisers › Section 12.206 - Funding Portal Notice Filing

Current through Register 1525, July 5, 2024
(1)
Definition
. Funding Portal shall have the same meaning
			 as defined in the Securities Exchange Act of 1934, § 3(a)(80).
(2)
Conditions for Notice Filing
			 by Funding Portals
. Each notice filer shall:
(a) Have a principal place of business in the
			 Commonwealth; and
(b) Be a Funding
			 Portal Member of a national securities association registered under the
			 Securities Exchange Act of 1934, § 15A.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 12.200 - Registration of Broker-Dealer, Agents, Investment Adviser, Investment Adviser Representatives and Notice of Filing Procedures for Federal Covered Advisers › Section 12.207 - Fiduciary Duty of Broker-dealers and Agents

Current through Register 1525, July 5, 2024
(1)
			 The following practices are a non-exclusive list of practices by a
			 broker-dealer or agent which shall be deemed "unethical or dishonest conduct or
			 practices" for purposes of M.G.L. c. 110A, § 204(a)(2)(G):
(a) Failing to act in accordance with a
			 fiduciary duty to a customer when providing investment advice or recommending
			 an investment strategy, the opening of or transferring of assets to any type of
			 account, or the purchase, sale, or exchange of any security.
(b) Failing to act in accordance with a
			 fiduciary duty to a customer during any period in which the broker-dealer or
			 agent:
1. Has or exercises discretion in a
			 customer's account, unless the discretion relates solely to the time and/or
			 price for the execution of the order;
2. Has a contractual fiduciary duty;
			 or
3. Has a contractual obligation
			 to monitor a customer's account on a regular or periodic basis, as such regular
			 or periodic basis is determined by agreement with the customer.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 13.300 - Registration of and notice filings for securities › Section 13.302 - Registration by Coordination

Current through Register 1525, July 5, 2024
(A) A person who
			 seeks to register by coordination a security for which a registration statement
			 has been filed under the Securities Act of 1933 in connection with the same
			 offering shall file Forms U-1 and U-2 (with U-2A, is applicable). A
			 broker-dealer registered pursuant to M.G.L. c. 110A, § 202 may omit Form
			 U-2 (and U-2A).
(B) A person filing
			 Form U-1 pursuant to 950 CMR 13.302(A) shall omit the following:
(1) Second and third copies of the latest
			 form of prospectus filed under the Securities Act of 1933; and
(2) A copy of the articles of incorporation
			 and by-laws, or their substantial equivalents currently in effect, and a
			 spcimen or copy of the security.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 13.300 - Registration of and notice filings for securities › Section 13.303 - Registration by Qualification

Current through Register 1525, July 5, 2024
(A) A person who is
			 registering a security by qualification shall file with the Director Forms U-1
			 and U-2 (with U-2A, if applicable), and any one of the following:
(1) A registration statement containing the
			 information set forth in M.G.L. c. 110A, § 303(b).
(2) An offering statement which meets the
			 requirements set forth in SEC Regulation A, Rule 252(a) (
			 17 CFR
			 230.252(a) ).
(3) A registration statement on Form U-7, the
			 Small Company Offering Registration Form.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 13.300 - Registration of and notice filings for securities › Section 13.304 - Provisions Applicable to Registration Generally

Current through Register 1525, July 5, 2024
(A) (Reserved)
(B) A person filing a registration statement
			 under M.G.L. c.110A, § 302 or M.G.L. c.110A, § 303 shall pay a filing
			 fee in the amount provided by
			 801 CMR
			 4.02, which fee is determined by the
			 Executive Office for Administration and Finance. Such registration statement
			 may cover one or more classes of the issuer's securities, unless the issuer is
			 an investment company. NOTE: As of July 1, 1989, the fee for registering
			 securities is 1/20 of 1% of the aggregate amount of the offering with a minimum
			 of $300 and a maximum of $1500 annually. The fee for registering shares of an
			 open-end investment company is $2500, with an annual reporting fee of
			 $1250.
(C) A request for withdrawal
			 of a registration statement should be made to the Director. The request will be
			 deemed granted unless the person making the request is notified in writing to
			 the contrary within five business days after receipt of the request.
(D)
(1) A
			 person filing a registration statement under M.G.L. c. 110A, § 302 or
			 M.G.L. c. 110A, § 303 or a notification and offering circular under
			 950 CMR 13.303(A)
			  shall file promptly with the Director all
			 amendments to the prospectus (other than amendments which merely delay the
			 effective date of the registration statement) or to the notification and
			 offering circular previously filed, clearly marked so as to indicate the
			 specific amendments.
(2) A person
			 who seeks to register securities under the Act shall promptly provide to the
			 Director or notify the Director of the following information or events:
(a) A change in any of the information or
			 documents filed with the Director;
(b) Any adverse order, judgment, decree,
			 permanent or temporary injunction which a state or federal agency or court
			 entered concerning either the offering or other securities of the issuer or the
			 person seeking the registration;
(c) A request by the issuer or person seeking
			 the registration to withdraw an application pending before a state or federal
			 agency to register the same security he seeks to register pursuant to M.G.L. c.
			 110A;
(d) Final notice from any
			 state or federal administrative agency that the security or any information or
			 document filed with it relating thereto fails to meet the agency's
			 requirements; and
(e) Such
			 additional information and documents concerning the security or the issuer as
			 the Director may request.
If the registration statement is filed under M.G.L. c. 110A,
				§ 302, notice of 950 CMR 13.304(D)(2)(a) through (e) shall be given prior
				to the effective date of the federal registration statement.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 13.300 - Registration of and notice filings for securities › Section 13.305 - Denial, Suspension and Revocation of Registration

Current through Register 1525, July 5, 2024
(A) A registration statement in compliance
			 with all applicable provisions of the statements of policy of the North
			 American Securities Administrators Association listed below, in effect at the
			 time of application, shall be deemed to be in compliance with M.G.L. c. 110A,
			 § 305(a)(2)(E) and (F); provided, however, that any provisions of the
			 registration statement covering aspects of the offering not covered by such
			 statements still must comply with such Sections. Nothing contained herein shall
			 preclude establishing compliance with M.G.L. c. 110A, § 305(a)(2)(E) and
			 (F) in those instances where the registration statement does not comply with
			 the applicable statement of policy.
(1)
			 Affiliated Transactions
(2)
			 Commodity Pool Programs
(3)
			 Corporate Securities Definitions
(4) Debt Securities
(5) Equipment Programs
(6) Escrow Agreements
(7) Impoundment of Proceeds
(8) Mortgage Programs
(9) Oil and Gas Programs
(10) Omnibus Programs
(11) Options and Warrants
(12) Preferred Stock
(13) Promoters' Equity Investment
(14) Promotional Shares
(15) Real Estate Investment Trusts
(16) Real Estate Programs
(17) Selling Expenses and Selling Security
			 Holders
(18) Use of Rankings or
			 Ratings of Direct Participation Programs
(19) Use of Electronic Offering Documents and
			 Electronic Signatures
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 13.300 - Registration of and notice filings for securities › Section 13.306 - Notice Filings for Offerings of Investment Company Securities

Current through Register 1525, July 5, 2024
(A)
Initial Notice Filing
			 Requirements
. An open-end investment company, face amount
			 certificate company or a unit investment trust shall file a notice with the
			 Division in order to offer or sell an indefinite amount of securities. A
			 separate notice shall be filed for each class, series or portfolio of
			 investment company securities.
(1) The
			 initial notice filing for an open-end investment company or face amount
			 certificate company is effective from the date of receipt by the Division or
			 its effective date with the Securities and Exchange Commission, whichever is
			 later, until two months after the end of the issuer's current fiscal year. The
			 notice filing shall include:
(a) Uniform Form
			 NF;
(b) Form U-2 (U-2A, if
			 applicable); and
(c) $2500 filing
			 fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.402 - Exemptions

Current through Register 1525, July 5, 2024
(A)(1) For the purposes of M.G.L. c. 110A,
			 § 402(a)(1) only, the term "other instrumentality" shall include any
			 political subdivision of any state other than the Commonwealth.
(A)(2) through (7): (Reserved)
(A)(8) The Secretary specifies that a
			 security listed or approved for listing upon notice of issuance on the
			 following exchanges or markets qualifies for the exemption provided under
			 M.G.L. c. 110A, § 402(a)(8): the New York Stock Exchange; the NYSE
			 American LLC; National Market System of the Nasdaq Stock Market ("Nasdaq/NGM");
			 Tier I of the NYSE Arca, Inc.; Tier I of the NASDAQ PHLX LLC; the Chicago Board
			 Options Exchange, Incorporated; the Nasdaq Capital Market; Tier I and Tier II
			 of Bats BZX Exchange, Inc.; Investors Exchange LLC.; as well as options listed
			 on Nasdaq ISE, LLC.
(A)(9):
			 (Reserved)
(A)(10) To coordinate
			 the interpretation and administration of M.G.L. c. 110A with related federal
			 regulations, "commercial paper", a5s used in M.G.L. c. 110A, § 402(a)(10),
			 includes prime quality negotiable commercial paper of a type not ordinarily
			 purchased by the general public, that is, paper used to facilitate well
			 recognized types of current operational business requirements and a type
			 eligible for discounting by Federal Reserve Banks, as set forth in SEC Release
			 No. 33-4412.
(A)(11)
(a) No notice pursuant to M.G.L. c. 110A,
			 § 402(a)(11) need be given for the following:
1. an employees' benefit plan qualified under
			 Section 401 of the Internal Revenue Code of 1986, as amended from time to time,
			 or which does not permit voluntary contributions by participating
			 employees;
2. Blue Cross, group
			 life, wage continuation, medical reimbursement, or any other plan whose primary
			 purpose is to insure employees against a specified risk or loss; or,
3. an investment contract otherwise exempt
			 under M.G.L. c. 110A or 950 CMR 14.400.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.403 - Filing of Sales and Advertising Literature

Current through Register 1525, July 5, 2024
(A)
			 Any person, including a broker-dealer, its agent or an issuer's agent, other
			 than an issuer of a security, must file any sales literature used in connection
			 with the offer or sale of a security in the Commonwealth unless such security
			 is exempt from registration under M.G.L. c. 110A, § 402.
(B) No sales literature used in connection
			 with the offer or sale of a federal covered security or of a security which is
			 a revenue or general obligation security issued or guaranteed by The
			 Commonwealth or any political subdivision thereof or any agency or corporate or
			 other instrumentality of one or more of the foregoing need be filed with the
			 Director.
(C) The term "sales
			 literature" includes any prospectus, pamphlet, circular, form letter,
			 advertisement or other literature or advertising communication addressed or
			 intended for distribution to prospective investors. The term also includes all
			 materials, including materials for internal use, distributed to agents of a
			 broker-dealer during the period when such broker-dealer is obligated to deliver
			 a prospectus under state or federal law, if the contents of such materials may
			 be used in any way in connection with the offer of a particular
			 security.
(D) One copy of each item
			 of sales literature shall be filed with the Director either before or
			 simultaneously with its first use.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.407 - Investigations and Subpoenas

Current through Register 1525, July 5, 2024
The Director and the Associate Director of the Securities
				Division are designated as officers who may subpoena witnesses, compel their
				attendance, take evidence and require the production of any books, papers,
				correspondence, memoranda, agreements, or other documents or records which are
				deemed relevant or material to the inquiry.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.407A - Cease and Desist Orders

Current through Register 1525, July 5, 2024
The Director may afford persons an opportunity to enter into
				voluntary agreements to cease and desist from certain acts and practices when
				it appears that such procedure fully safeguards the public interest. All such
				agreements and orders shall be matters of public record.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.412 - Rules, Forms, Orders, and Hearings

Current through Register 1525, July 5, 2024
(A)(1) The forms
			 prescribed for use under M.G.L. c. 110A and 950 CMR 10.00 through 14.413, which
			 are identified and described in
			 950
			 CMR 14.412, are hereby incorporated by
			 reference and made a part of 950 CMR 14.000:
(a) Uniform Application to Register
			 Securities (Form U-1) (used for registration by coordination and for
			 registration by qualification);
(b)
			 Uniform Consent to Service of Process (Form U-2) (used with registration of
			 securities);
(c) Uniform Form of
			 Corporate Resolution (Form U-2A) (used with Form U-2);
(d) Application for Registration as a
			 Broker-Dealer (SEC Form BD) (used to register as broker-dealer);
(e) Uniform Application for Securities and
			 Commodities Industry Representative and/or Agent (Form U-4) (Used to register
			 or transfer agents of Broker-Dealers and representatives of Investment
			 Advisers);
(f) Application for
			 Registration or Transfer of Agent of Issuers (Form U-4)) (used to register or
			 transfer issuer-agents);
(g)
			 Uniform Termination Notice for Securities Industry Representative and/or Agent
			 (Form U-5) (used to terminate employment of agents and
			 representatives);
(h) Termination
			 Notice for Issuer-Agent (Form U-5) (used to terminate employment of
			 issuer-agents);
(i) Renewal Form
			 (Form RF) (used to renew broker-dealer, agent, and issuer-agent
			 registration);
(j) Notice of
			 Withdrawal from Registration as Broker-Dealer (SEC Form BDW) (used to withdraw
			 or terminate registration as broker-dealer);
(k) Small Corporate Offering Registration
			 Form (NASAA Form U-7) (used to register corporate offerings of $1,000,000 or
			 less);
(l) Application for
			 Registration as an Investment Advisor (SEC Form ADV) (used to register as an
			 investment adviser)
(m) Notice of
			 Withdrawal from Registration as an Investment Advisor (SEC Form ADV-W) (used to
			 withdraw or terminate registration as an investment advisor);
(n) Uniform Investment Company Notice Form
			 (Form NF);
(o) Uniform Disciplinary
			 Action Reporting Form (Form U-6);
(p) Uniform Notice of Federal G
(p) Uniform Notice of Federal Crowd funding
			 Offering (Form U-CF);
(q) Uniform
			 Notice of Regulation A - Tier 2 Offering.
(Note: Copies of the NASAa multi-state forms may be obtained
				from the Internet site
www.nasaa.org
.
				Users should click the buttons for "Blue Sky Practitioners" and then "Uniform
				Forms".)
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 14.400 - GENERAL PROVISIONS › Section 14.413 - Nonpublic Records and Information

Current through Register 1525, July 5, 2024
Certain records are nonpublic, but any reasonably segregable
				portion of a record shall be provided to any person requesting such records
				after deletion of the portions which are considered nonpublic under
				950
				CMR 14.413. Except for such reasonably
				segregable portions of records, the Division will generally not publish or make
				available to any person matters that are listed below:
(A) Investigatory materials necessarily
			 received or compiled out of the public view by employees of the Division, the
			 disclosure of which materials would probably so prejudice the possibility of
			 effective law enforcement that such disclosure would not be in the public
			 interest.
			 950 CMR
			 14.413(A)  restricts the
			 production of such materials which would:
(1)
			 interfere with enforcement activities undertaken or likely to be undertaken by
			 the Division or any federal, state, local or foreign governmental authority,
			 any professional association, or any securities industry self-regulatory
			 organization;
(2) deprive a person
			 of a right to a fair trial or an impartial adjudication;
(3) constitute an unwarranted invasion of
			 personal privacy;
(4) disclose the
			 identity of a confidential source and, in the case of a record compiled by a
			 criminal law enforcement authority in the course of a criminal investigation,
			 confidential information furnished only by the confidential source;
(5) disclose investigative techniques and
			 procedures; or
(6) endanger the
			 life or physical safety of law enforcement personnel.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.01 - Scope and Purpose

Current through Register 1525, July 5, 2024
950 CMR 20.00 establishes
				standards for preparing, filing and publishing state agency regulations and is
				applicable to all regulations filed pursuant to M.G.L. c. 30A, §§ 1
				through 6A.
				950 CMR 20.00 establishes the
				organization and numbering system used in the Code of Massachusetts Regulations
				and the requirements that must be met by every agency filing regulations with
				the Secretary. Any change in text would be considered a change in regulations
				so as to require compliance with M.G.L. c. 30A. The purpose of
				950 CMR 20.00 is the
				promotion of uniformity, clarity and coherence in form; timeliness and economy
				in printing and distribution, and public accessibility.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.02 - Definitions

Current through Register 1525, July 5, 2024
As used in
				950 CMR 20.00:
Agency
means every executive office,
				department, board, commission division or authority of the state government or
				sub-division of any of the foregoing, or state official authorized by law to
				make regulations or to conduct adjudicatory proceedings.
Code
or
CMR
means the Code of Massachusetts Regulations which contains the regulations of
				state agencies as published by the Secretary.
Draft Regulation
means the proposed
				regulation pages prepared by the Regulations Division as CMR "draft".
Notice of Compliance
means the notice
				filed when an agency makes an emergency regulation permanent by completion of
				public review requirements. A Notice of Compliance can only be used when there
				are no changes to the emergency regulation.
Notice of Expiration
means the notice
				published by the Secretary when no agency action has been taken on an emergency
				regulation after three months.
Register
means the
Massachusetts Register
which contains the regulations of state
				agencies as filed with the Secretary in accordance with M.G.L. c. 30A,
				§§ 1 through 6A and
				950 CMR 20.00. The
Register
is published bi-weekly on Fridays.
Regulation
means the whole or any part
				of every rule, regulation, standard or other requirement of general application
				and future effect, including the amendment or repeal thereof, adopted by an
				agency to implement or interpret the law enforced or administered by it and
				filed with the Secretary in accordance with M.G.L. c. 30A, §§ 5 and 6
				and
				950 CMR 20.00 for publication
				in the
Register
and Code.
Regulations Manual
means the guide
				containing procedures, policy and instructions for promulgating regulations.
				The
Manual
is available from the State Publications and
				Regulations Division, State House, Room 117, Boston, MA 02133 and at the
				following website:
www.sec.state.ma.us/spr/sprpdf/manual.pdf
.
Secretary
means the Office of the
				Secretary of the Commonwealth.
Small Business Impact Statement
means
				a statement filed with the Secretary in accordance with M.G.L. c. 30A,
				§§ 2 and 3 which considers the impact of a proposed regulation on
				small business.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.03 - Preparing Regulations

Current through Register 1525, July 5, 2024
Except as otherwise allowed by specific exception granted by
				the Secretary under
				950 CMR 20.06,
				agencies shall prepare regulations in a form that permits prompt insertion into
				the Code and meets the following additional requirements as to form:
(1)
Readable
			 Language.
To the extent practical, regulations shall be written in
			 short sentences using language that is readily understandable to the
			 public.
(2)
Organization and Numbering of Code Provisions
.
			 Provisions that will appear in the Code shall be identified by using the agency
			 title numbers assigned by the Secretary and shall be organized and numbered
			 sequentially by chapter, section, subsection, division and subdivision, in the
			 manner of existing agency provisions appearing in the Code.
(3)
Chapter and Section
			 Headings
. Regulations shall include a short subject heading for
			 every chapter and section of the Code and shall include a list of section
			 headings at the beginning of every chapter.
(4)
Regulatory
			 Authority
. Regulations shall include a list of the regulatory
			 authority for every chapter. This list should be unnumbered and appear at the
			 end of each chapter.
(5)
			 Regulations shall be in conformance with the Secretary's policies as stated in
			 the
Regulations Manual
.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.04 - Filing Regulations

Current through Register 1525, July 5, 2024
(1)
Prior to Adoption
. At least 21 days before a public
			 hearing or the close of a public comment period and prior to the adoption of a
			 regulation, an agency shall submit to the Secretary a notice of public hearing
			 or comment period on agency letterhead which shall be accompanied on the same
			 day by a small business impact statement along with the draft of the proposed
			 regulation in both a printed and electronic format. The small business impact
			 statement shall meet the five requirements as set forth in M.G.L. c. 30A,
			 §§ 2 and 3. The Secretary shall prepare the draft regulation as it
			 will appear in the
Register
and Code and return the proposed
			 draft regulation to the agency for verification. It is the agency's
			 responsibility to ensure the accuracy of the returned draft.
(2)
After Public
			 Hearing/Comment
. An agency shall file the following with the
			 Secretary:
(a) Prior to the adoption of a
			 regulation, an agency shall file an amended small business impact statement as
			 required by M.G.L. c. 30A, § 5.
(b) After the amended small business impact
			 statement has been filed, an agency shall file a completed Filing and
			 Publication Form in both a printed and electronic format. The electronic form
			 is to be submitted on the State Publications and Regulations Division website
			 at www.sec.state.ma.us/spr/sprmareg/inforegi.htm. The printed form must include
			 an original signature in black or blue ballpoint pen of an authorized person.
			 The filing form shall include the following information:
1. The chapter number and title;
2. The name of the agency;
3. A concise summary of the regulation
			 written in simple language easily understandable to the public;
4. The name and phone number of the agency
			 person to be contacted for further information;
5. A statement of the fiscal effect of the
			 regulation on both the public and private sector over the first and second
			 years, and the first five years;
6.
			 The date the amended small business impact statement was filed;
7. An attestation; and
8. Any other information required by the
			 Secretary.
(c) A copy of
			 the draft regulation prepared by the State Publications and Regulations
			 Division clearly marked to show any changes.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.05 - Emergency Regulations

Current through Register 1525, July 5, 2024
(1) Emergency
			 regulations are exempt from the provisions of
			 950 CMR 20.04(1)
			  at the time of filing.
(2) If the emergency regulation is intended
			 to become permanent it is the responsibility of the agency to ensure that the
			 requirements of M.G.L. c. 30A, § 2 or 3 and
			 950 CMR 20.04(1)
			  are met within the three months the
			 emergency regulation is in effect.
(a) If the
			 emergency is unchanged after public hearing/comment, the agency files a Notice
			 of Compliance and the regulation continues in effect from the original
			 emergency effective date.
(b) If
			 the emergency regulation is changed after public hearing/comment, a standard
			 filing form is filed. The regulation supersedes the emergency and becomes
			 effective when published in the
Massachusetts
			 Register
.
(c) If the
			 emergency regulation is not complied with or replaced within the three months
			 it is in effect, the Secretary will publish a Notice of Expiration to remove
			 the emergency regulation from the Code.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 20.00 - Preparing And Filing Regulations › Section 20.06 - Exceptions

Current through Register 1525, July 5, 2024
The Secretary may grant agency requests for exception from one
				or more of the format requirements of
				950 CMR 20.03(2) or
				(3) where the Secretary finds that an
				exception would be in the public interest. Requests for an exception must be
				submitted in writing at least one week prior to an agency filing the notice of
				public hearing/comment in compliance with M.G.L. c. 30A, § 2 or 3 and
				950 CMR
				20.04(1). In considering
				whether any exception would be in the public interest the Secretary will
				consider the extent to which:
(1) the
			 exception would impair the uniformity and readability of the Code;
(2) the exception would foster uniformity of
			 regulations nationally;
(3) an
			 exception would contribute to public understanding of the regulation;
			 and
(4) an exception would
			 otherwise contribute to the public interest.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 21.00 - Preparing And Filing Notices For The Central Register › Section 21.01 - Scope and Purpose

Current through Register 1525, July 5, 2024
(1)
								950 CMR 21.00 establishes
			 standards for preparing and filing notices of contract opportunities for
			 capital facility projects that are undertaken by public agencies.
			 950 CMR 21.00 is intended to
			 promote uniformity, clarity and coherence in form and economy, accessibility
			 and timeliness in distributing the information.
(2) The purpose is to make contract
			 opportunities widely available to the public at reasonable cost in a form that
			 is current, understandable and legible.