reglab/statecodes huggingface dataset:
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 7 - Private Offering Exemptions › Section XIII-705 - Private Offering Exemption

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  By authority delegated to the commissioner in
				  R.S.
				  51:709(15) to promulgate
				  rules thereunder, a transaction described in Subsection B is determined to be
				  exempt from the registration provisions of
				  R.S.
				  51:705.
B. Any offer or sale of securities, other
				  than an offer or sale described in §703 B, made in compliance with
				  §4(2) of the Securities Act of 1933 and which satisfies the following
				  further conditions and limitations.
1. The
				  transaction meets the requirements of §703. B 1
2. The transaction meets the requirements of
				  §703. B 2
3. Neither the
				  issuer nor any person acting on its behalf shall offer or sell the securities
				  by any form of general solicitation or general advertising, including, but not
				  limited to, the following:
a. any
				  advertisement, article, notice, or other communications published in any
				  newspaper, magazine or similar media or broadcast over television or radio;
				  and
b. any seminar or meeting whose
				  attendees have been invited by any general solicitation or general
				  advertising.
4.
a. Any offer or sale not involving any public
				  offering so long as:
i. the issuer or other
				  seller shall reasonably believe that there are no more than 35 purchasers of
				  securities from the issuer or other seller in any offering during any period of
				  12 consecutive months; and
ii. the
				  buyers represent that they are buying for investment and not for public
				  distribution or resale.
b. For purposes of calculating the number of
				  purchasers under this Paragraph 4, Rule 501(e) promulgated by the Securities
				  and Exchange Commission under the Securities Act of 1933, as amended, as that
				  rule now exists and as it may hereafter be amended from time-to-time, shall
				  apply.
c. For purposes of
				  determining whether a purchaser is a resident of Louisiana within the meaning
				  of this Paragraph 4, Rule 147(d) promulgated by the Securities and Exchange
				  Commission under the Securities Act of 1933, as amended, as that rule now
				  exists and as it may hereafter be amended from time-to-time, shall
				  apply.
5. The
				  transaction meets the requirements of Rule 502(d) promulgated by the Securities
				  and Exchange Commission under the Securities Act of 1933, as amended, as that
				  rule now exists and as it may hereafter be amended from time-to-time.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 7 - Private Offering Exemptions › Section XIII-707 - Effective Date of Chapter 7

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  This Chapter 7 shall become effective upon publication in the
Louisiana
				  Register
§§701-725, both inclusive, of Chapter 7 of Title
				  10, Part XIII of the
Louisiana Administrative Code
, which
				  includes the private offering exemption rules adopted by the commissioner
				  effective October 20, 1984, as supplemented on March 20, 1987, are hereby
				  rescinded in their entirety and shall be null and void on and after the
				  effective date of this Chapter 7.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:709(15).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 8 - Compensatory Benefit Plans › Section XIII-801 - Compensatory Benefit Plan Exemption

Current through Register Vol. 50, No. 6, June 20, 2024
A. By authority delegated to the commissioner
				  in
				  R.S.51:709(15)
				 to promulgate rules thereunder, a security or transaction described in
				  Subsection B is determined to be exempt from the registration requirements of
				  R.S.51:705.
B. Offers or sales of a security by an issuer
				  pursuant to a written compensatory benefit plan or contract, including, without
				  limitation, a purchase, savings, option, bonus, salary appreciation,
				  profit-sharing, thrift, incentive, pension or similar plan, and interests in
				  any such plan, provided that the offers and sales qualify for use of the
				  registration exemption in Rule 230.701 under Section 28 of the Securities Act
				  of 1933.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.51:709(15)
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 9 - Oil and Gas Auction › Section XIII-901 - Oil and Gas Auction Exemption

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Mineral interest definition for purposes of this rule only, "mineral interest"
				  an interest in or under an oil, gas, or mining lease, fee, or title, including
				  real property from which the minerals have not been coveted, or contracts
				  relating thereto. The offer and sale of a mineral interest, at an auction, by
				  the seller itself, or a registered dealer or agent acting on behalf of the
				  seller, is exempt from the securities registration requirements of
				  R.S.
				  51:705, if all of the following conditions
				  are met.
B. Auctioneer. The
				  auctioneer or auction company through which the mineral interest is offered or
				  sold must be licensed as a dealer by the Louisiana Commissioner of Securities
				  in accordance with
				  R.S.
				  51:703.
C. Seller
1. Intent. The seller did not acquire the
				  mineral interest with a view to resale, unless the seller was forced to acquire
				  the mineral interest in a package in order to obtain other properties in the
				  package.
2. No Fractionalization of
				  Mineral Interest
a. The seller has the full
				  right and authority to sell the mineral interest and is selling 100 percent of
				  its mineral interest, except that retention by the seller of a royalty or
				  overriding royalty or the horizontal severance of the property is permissible
				  as indicated in Subparagraph b below.
b. The seller must not be creating undivided
				  interests out of its mineral interest for the purpose of resale. Where all the
				  seller owns is a partial interest (such as a royalty, overriding royalty, or
				  undivided fractional working interest), this requirement is met if the seller
				  sells all of that interest. However, the seller shall not be considered to be
				  fractionalizing its interest in sales where the seller retains only a royalty
				  or overriding royalty, or where the seller horizontally servers the property by
				  retaining all of its existing rights in certain formations or depths under the
				  whole property.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 11 - Stock Exchanges › Section XIII-1101 - Stock Exchanges Exemption

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Securities listed on the Chicago Board Options Exchange, Inc., shall be exempt
				  from the securities registration requirements of
				  R.S.
				  51:705.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:710(D) and
					 708(b).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 11 - Stock Exchanges › Section XIII-1103 - Form A. Schedule A-Outline of Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. Front Cover-Preface. The following is the
				  form of the outline of a prospectus as suggested by the Commissioner of
				  Securities of the State of Louisiana. This form is a suggested guide only and
				  is not intended to limit disclosure in any manner where appropriate or
				  necessary. The Commissioner of Securities of the State of Louisiana reserves
				  the right to require additional disclosure.
1. Description of Securities Being Offered:
PROSPECTUS
THE ______________________ COMPANY
000,000 (Number of Shares) of Capital Stock
Par Value $0.00 per share
$000,000 (Total Principal Amount) of Debt Securities
Face Amount $0.00 per unit
a. When more than one security is offered in
				  units, describe briefly but clearly, the composition of such units.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 12 - Dishonest or Unethical Practices › Section XIII-1201 - General

Current through Register Vol. 50, No. 6, June 20, 2024
A. Any dealer,
				  salesman, investment adviser, or investment adviser representative who engages
				  in one or more of the following practices set out in
				  Section
				  1203 or
				  Section
				  1205 shall be deemed to have
				  engaged in dishonest or unethical practices as provided by
				  R.S.
				  51:704(A)(10), and such
				  conduct may constitute grounds for suspension or revocation of registration or
				  such other action authorized by statute. This Rule is not intended to be all
				  inclusive, and thus, acts or practices not enumerated herein may also be deemed
				  to be dishonest or unethical
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:704(A)(10)
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1301 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
Third-Party Solicitor
-
an
					 investment adviser representative who meets all of the following
					 criteria:
1. investment advisory
				  business consists solely of referring individuals to other investment adviser
				  firm(s);
2. provides no advice to
				  individuals regarding specific investments;
3. fees consist entirely of referral fees
				  received from the investment adviser firms to whom the investment adviser
				  representative makes referrals.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.51:703(D).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1303 - Examination Requirements

Current through Register Vol. 50, No. 6, June 20, 2024
A. Any
				  investment adviser firm applying for registration under
				  R.S.
				  51:703(D), or renewal of any
				  such registration, shall provide the commissioner with proof that each of its
				  investment adviser representatives has met one of the two following examination
				  requirements:
1. successfully passed the
				  uniform investment adviser law examination (series 65 examination) after
				  January 1, 2000; or
2. successfully
				  passed the General Securities Representative Examination (Series 7 examination)
				  and the Uniform Combined State Law Examination (Series 66
				  examination).
3. successfully
				  passed the general securities representative examination (series 7 examination)
				  and uniform registered investment adviser examination (series 65 examination)
				  prior to January 1, 2000.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1305 - Waivers

Current through Register Vol. 50, No. 6, June 20, 2024
A. The examination
				  requirement set out in
				  §1303 above,
				  shall not apply to any individual who holds one of the following professional
				  certifications:
1. Certified Financial Planner
				  (CFP) awarded by the Certified Financial Planner Board of Standards,
				  Inc.;
2. Chartered Financial
				  Consultant (ChFC) awarded by the American College, Bryn Mawr, Pennsylvania
				  ;
3. Personal Financial Specialist
				  (PFS) awarded by the American Institute of Certified Public
				  Accountants;
4. Chartered Financial
				  Analyst (CFA) awarded by the CFA Institute;
5. Chartered Investment Counselor (CIC)
				  awarded by the Investment Adviser Association; or
6. such other professional certifications as
				  the commissioner may approve upon written request from an applicant for
				  registration. Such request shall include sufficient information regarding the
				  certifying organization and its requirements, as determined by the
				  commissioner.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1307 - Continuing Education

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Investment adviser representatives subject to this rule shall complete the
				  continuing education and/or recertification requirements necessary to maintain
				  such examination or professional certification standards.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.51:703(D).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1309 - Grandfather Provision (Repealed)

Current through Register Vol. 50, No. 6, June 20, 2024
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.51:703(D).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 13 - Investment Adviser Registration Procedure › Section XIII-1311 - Exemptions

Current through Register Vol. 50, No. 6, June 20, 2024
A. The requirements
				  of this Chapter shall not apply to third-party solicitors.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.51:703(D).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 17 - Dealer and Investment Adviser Recordkeeping Requirements › Section XIII-1701 - Broker-Dealer Requirements

Current through Register Vol. 50, No. 6, June 20, 2024
A. Unless
				  otherwise provided by order of the Securities and Exchange Commission
				  (hereinafter "SEC"), each broker-dealer registered or required to be registered
				  pursuant to
				  R.S.
				  51:703(A)(1) shall make,
				  maintain and preserve books and records in compliance with SEC Rules 17a-3 (17
				  CFR 240.17a-3), 17a-4 (17
				  CFR 240.17a-4), and 15c2-11 (  17 CFR
				  240.15c2 - 11), which are adopted and incorporated herein by
				  reference.
B. To the extent that
				  the SEC promulgates changes to the above referenced rules, broker-dealers in
				  compliance with such rules as amended shall not be subject to enforcement
				  action by the commissioner for violation of this rule to the extent that the
				  violation results solely from the broker-dealer's compliance with the amended
				  rule.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:703(I).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 17 - Dealer and Investment Adviser Recordkeeping Requirements › Section XIII-1703 - Investment Adviser Requirements

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Except as provided in Subsection C of this Section, unless otherwise provided
				  by order of the SEC, each investment adviser registered or required to be
				  registered pursuant to
				  R.S.
				  51:703(A)(2) or notice filed
				  pursuant to
				  R.S.
				  51:703(D)(2) shall make,
				  maintain and preserve books and records in compliance with SEC rule 204-2 (17
				  CFR 275.204-2), which is adopted and
				  incorporated by reference, notwithstanding the fact that such investment
				  adviser is not registered or required to be registered under section 203 of the
				  Investment Advisers Act of 1940.
B.
				  To the extent that the SEC promulgates changes to the above-referenced rules,
				  investment advisers in compliance with such rules as amended shall not be
				  subject to enforcement action by the commissioner for violation of this rule to
				  the extent that the violation results solely from the investment adviser's
				  compliance with the amended rule.
C. Every investment adviser that has its
				  principal place of business in a state other than this state shall be exempt
				  from the requirements of Subsection A of this Section, provided the investment
				  adviser is licensed or registered in such state and is in compliance with such
				  state's recordkeeping requirements.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:703(I).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 17 - Dealer and Investment Adviser Recordkeeping Requirements › Section XIII-1705 - Cessation of Business

Current through Register Vol. 50, No. 6, June 20, 2024
A. Before
				  ceasing to conduct or discontinuing business, each broker-dealer and investment
				  adviser shall arrange for and be responsible for the preservation of the books
				  and records required to be maintained and preserved by this Rule for the
				  remainder of the period specified.
B. Each broker-dealer and investment adviser
				  shall notify the commissioner in writing of the exact address where such books
				  and records will be maintained during such period. The filing with the Central
				  Registration Depository of a Form BD-W by a broker-dealer or a Form ADV-W by an
				  investment adviser shall satisfy this notice requirement.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:703(I).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 19 - Supervision of Salesmen and Investment Adviser Representatives › Section XIII-1901 - Supervision of Salesmen and Investment Adviser Representatives

Current through Register Vol. 50, No. 6, June 20, 2024
A. Every dealer
				  registered or required to be registered pursuant to
				  R.S.
				  51:703(A)(1), every
				  investment adviser registered or required to be registered pursuant to
				  R.S.
				  51:703(A)(2), every
				  investment adviser notice filed pursuant to
				  R.S.
				  51:703(D)(2), and officers,
				  directors, and partners thereof, shall exercise diligent supervision over all
				  the securities activities of its salesmen and investment adviser
				  representatives.
B. As part of
				  their responsibility under this Rule, every dealer or investment adviser shall
				  establish, maintain, and enforce written supervisory procedures that may be
				  reasonably expected to prevent and detect any violations of the Louisiana
				  Securities Law and rules promulgated thereunder. A copy of these supervisory
				  procedures shall be kept at all times, in each business office. At a minimum,
				  these procedures shall address the following areas:
1. the supervision of every salesman and
				  investment adviser representative by a designated supervisor possessing
				  sufficient training and experience to carry out their assigned supervisory
				  responsibilities;
2. the prior
				  review and written approval by the designated supervisor of the opening of each
				  new customer account;
3. the
				  frequent examination by the designated supervisor of all customer accounts to
				  detect and prevent irregularities or abuses;
4. the prompt review and written approval by
				  the designated supervisor of all securities transactions and all correspondence
				  pertaining to the solicitation or execution of all securities
				  transactions;
5. the prior review
				  and written approval by the designated supervisor of the delegation by any
				  customer of discretionary authority with respect to his account, and the prompt
				  written approval of each discretionary order on behalf of that account;
				  and
6. the prompt review and
				  written approval by the designated supervisor of the handling of all customer
				  complaints.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 1 - Business and Industrial Development Corporations › Section XV-101 - Declaration of Policy

Current through Register Vol. 50, No. 6, June 20, 2024
A. It is the
				declared policy of the Office of Financial Institutions to provide for the
				licensing and regulation of Louisiana corporations as business and industrial
				development corporations authorized by Act 506 of the 1991 Louisiana
				Legislature, which will aid in the increasing of job opportunities in this
				state; promote establishment of growth and expansion of business firms in this
				state; provide a vehicle to offer financing assistance and management
				assistance to business firms through the small business administration and to
				more effectively regulate and supervise Louisiana corporations licensed as
				business and industrial developments corporations to give greater permanence of
				existence and better assurance of uninterrupted service to business firms in
				Louisiana.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  51:2386 et
				  seq.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 1 - Business and Industrial Development Corporations › Section XV-103 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. This Chapter
				contains definitions which supplement the definitions provided for in the
				Louisiana Business and Industrial Development Act,
				R.S.
				51:2386 et seq.
Applicant
- a Louisiana corporation organized
				  under an incorporating statute which applies to the commissioner for a
				  license.
Application
- consist of the necessary forms
				  prescribed by the commissioner, submitted in a completed form to the
				  commissioner with all supporting documents requesting that a license be
				  granted.
Business and Industrial Development Corporation
				  (BIDCO)
- a Louisiana corporation organized to help meet the financing
				  assistance and management assistance needs of business firms in the state of
				  Louisiana.
Business Plan
- a narrative providing a
				  general description of the proposed business and industrial development
				  corporation which should include at a minimum a description of the BlDCO's
				  organizational structure; its location; the types of lending and financing it
				  intends to offer and to whom; whether it intends to provide management
				  assistance and if so, to what extent and to whom; and whether the BIDCO will
				  operate as a profit or nonprofit corporation.
Commissioner
- the Commissioner of the Office
				  of Financial Institutions of the Department of Economic Development.
Incorporating Statute
- the Louisiana
				  Business Corporation Law,
				  R.S. 12:1
				  et seq., or any other provision of law under which a licensee is
				  incorporated.
Institution Affiliated Party
- a director,
				  officer, employee, agent, controlling person, and other person participating in
				  the affairs of the BIDCO.
Person
- a natural person or legal entity
				  qualified to seek a license as a business and industrial development
				  corporation.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  51:2386 et
				  seq.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 1 - Business and Industrial Development Corporations › Section XV-105 - General Provisions

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				Application and Contents. The application shall be in such form and contain
				such information as the commissioner may from time-to-time prescribe. The
				commissioner may refuse to accept an application for filing until the
				applicants have submitted all required information. The application will
				contain a public section and a confidential section. The public portion of the
				application shall consist of the comments and information submitted by
				interested parties in favor of or in opposition to such application, the
				justification for preliminary approval, statement of purpose, description of
				the business, management and convenience and needs of the community. After the
				application is completed to the satisfaction of the commissioner, the
				application may be accepted for filing and for preliminary approval, if so
				requested.
B. Books and Records
1. A licensee shall make and keep its records
				in conformity with generally accepted accounting principles.
2. A licensee shall make and keep all of its
				records at its main office as identified in its application for a license,
				unless otherwise provided by the Louisiana Business and Industrial Development
				Corporation Act or at some other location authorized by prior written approval
				of the commissioner.
3. All books
				and records of a BIDCO shall be retained for the periods of time set in the
				regulation promulgated in Volume 9, Number 10 of the
Louisiana
				Register
, published October 20, 1983, which is incorporated herein by
				reference.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 1 - Business and Industrial Development Corporations › Section XV-109 - Licensing Procedures, Instructions and Guidelines

Current through Register Vol. 50, No. 6, June 20, 2024
A. The application shall contain the
				following specific information:
1. name of
				applicant;
2. date of
				application;
3. address of
				applicant;
4. Louisiana corporate
				certification number and certified copies of the articles of incorporation and
				initial report filed with the Louisiana Secretary of State;
5. a federal tax identification
				number;
6. phone number, address
				and zip code;
7. a copy of any
				bylaws executed by the board of directors;
8. the designation of a correspondent, agent
				or person responsible for responding to questions relating to the
				application;
9. a resolution of the
				board of directors of the applicant corporation authorizing, empowering and
				directing an officer of the applicant corporation to apply for a license as a
				BIDCO, and to sign said application;
10. financial statements for all
				incorporators and initial directors;
11. the justification for preliminary
				approval, if so requested in the application;
12. description of the BlDCO's business plan,
				in a narrative form, which shall include, at a minimum, the following:
a. a description of the BlDCO's statement of
				purpose and organization;
b. types
				of lending and financing it intends to offer and to whom;
c. whether it intends to provide management
				assistance, and if so, to what extent and to whom;
d. will the BIDCO be a profit or nonprofit
				corporation;
e. proforma financial
				statements for the three consecutive years following the filing of the
				application, showing future earnings prospects;
f. a proposed net worth structure as required
				by
				R.S.
				51:2392(B)(2);
13. a list of all of the
				directors, officers and controlling persons;
14. biographical information concerning the
				proposed directors, officers and controlling persons, including personal
				information, resume of each person's education, their employment record and
				prior associations or position with other BlDCO's and in what capacity in or
				out of Louisiana;
15. other
				pertinent information required by the commissioner.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 1 - Business and Industrial Development Corporations › Section XV-111 - Small Business Administration

Current through Register Vol. 50, No. 6, June 20, 2024
A. If
				an applicant desires to participate in a program of the Small Business
				Administration, (SBA), or the commissioner determines that an application
				indicates that an applicants participation in such program will comprise a
				significant portion of the applicants business plan, the commissioner may grant
				conditional licensure to the applicant as a BIDCO subject to conditions
				determined by the commissioner, pending the submission by the applicant of
				evidence, deemed sufficient by the commissioner, of approval granted by the
				SBA, within 90 days of the issuance of the commissioners conditional
				licensure.
B. When a BIDCO
				contemplates having at least one-half of its investments in qualified Small
				Business Administration loans, that shall constitute a significant portion of
				its business plan for purposes of this regulation.
C. If the commissioner determines that
				sufficient evidence of SBA approval has not been provided to him within the
				time frame described in Subsection A. hereinabove, the commissioners
				conditional licensure shall be void, and the applicant shall have no right to
				any judicial, administrative, or other relief. The applicant may request new
				licensure subject to conditions pursuant to Subsection A. at least 10 business
				days prior to the expiration of an existing conditional license without filing
				a new application pursuant to this Chapter.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  49:950 et seq., and
				  R.S.
				  51:2389.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-301 - Description of Program

Current through Register Vol. 50, No. 6, June 20, 2024
A. These rules
				implement the Capital Companies (CAPCOs) Tax Credit Program pursuant to
				R.S.
				51:1921 et seq. and
				R.S.
				22:1068(E). This program was
				created by Act 642 of the 1983 Legislature, amended by Act 891 in 1984, Acts
				695 and 915 in 1986, Act 496 in 1989, Acts 279 and 724 of 1993, and Act 21 of
				1996.
AUTHORITY NOTE:
				  Promulgated in accordance with R.S.
				  51:1921-1933.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-307 - Application Fees; Other Fees

Current through Register Vol. 50, No. 6, June 20, 2024
A. An
				advance notification of intent to seek certification shall be filed by a
				company or entity, the applicant, prior to filing an application. An advance
				notification fee of $100 shall be submitted with the advance notification
				form.
B. An application fee of
				$5,000 shall be submitted with the application. Checks should be payable to the
				Office of Financial Institutions.
C. The office reserves the right to return
				the advance notification or application to the applicant if the estimated
				exemption or the fee submitted is incorrect. The document may be resubmitted
				with the correct fee. The document will not be considered officially received
				and accepted until the appropriate fee is submitted. Processing fees for
				advance notifications and applications which have been accepted will not be
				refundable.
D. The commissioner
				shall conduct an annual review of each CAPCO to determine the company's
				compliance with the rules and statutes. Examiner time shall be billed at a rate
				not less than $50 per hour, per examiner, or $500 per review, whichever is
				greater.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  51:1925, 1927 and
				  1929.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-309 - Application Process

Current through Register Vol. 50, No. 6, June 20, 2024
A. A company
				organized and existing under the laws of Louisiana, created for the purpose of
				making qualified investments, as required in
				R.S.
				51:1921 et seq., shall make written
				application for certification to the commissioner on application forms provided
				by the office.
B. The form for
				applying to become a CAPCO may be obtained from the Office of Financial
				Institutions, Box 94095, Baton Rouge, LA 70804-9095, and shall be filed at the
				same address. The time and date of filings shall be recorded at the time of
				filing in the office and shall not be construed to be the date of
				mailing.
C. Said application and
				all submissions of additional information reported to the office, shall be
				forwarded via United States mail or private or commercial interstate carrier,
				properly addressed and postmarked and signed by a duly authorized officer,
				manager, member or partner and shall be made pursuant to procedures established
				by the commissioner.
D. The
				commissioner shall cause all applications to be reviewed by the office and
				designate those he determines to be complete. In the event that an application
				is deemed to be incomplete in any respect, the applicants will be notified
				within 30 days of receipt. An incomplete application shall be resubmitted,
				either in a partial manner or totally, as deemed necessary by the commissioner.
				A previously incomplete application may be resubmitted, which will establish a
				new time and date received for that application.
E. The submission of any false or misleading
				information in the application documents will be grounds for rejection of the
				application and denial of further consideration, as well as decertification, if
				such information discovered at a subsequent date would have resulted in the
				denial of such license. Whoever knowingly submits a false or misleading
				statement to a CAPCO and/or the department may be subject to civil and criminal
				sanctions.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  51:1925 and
				  1929.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-311 - Conditions of Certification

Current through Register Vol. 50, No. 6, June 20, 2024
A. All
				CAPCOs, through an act under private signature executed by the business, duly
				acknowledged pursuant to Louisiana law, shall certify and acknowledge all of
				the following conditions for certification as a certified Louisiana capital
				company and shall certify and acknowledge that the act statement is true and
				correct.
1. The CAPCO has an initial
				capitalization of not less than $200,000. If any capitalization is repurchased
				or contemplated to be repurchased by the CAPCO within five years after
				certification, the CAPCO will concurrently replace any repurchased capital with
				cash capital, as defined under Generally Accepted Accounting Principles.
				Furthermore, any contemplated repurchases shall be disclosed in all governing
				documents to all prospective investors. The amount repurchased shall not be the
				basis for any income tax credits or premium tax reductions.
2. At least 30 days prior to the sale or
				redemption of stock, partnership interests, other equivalent ownership
				interests or debentures constituting 10 percent or more of the then outstanding
				shares, partnership interests, other equivalent ownership interests or
				debentures, the CAPCO will provide a written notification to the office.
				Information, as determined by the commissioner, shall be submitted with the
				notification. If the commissioner does not object to the notification within 30
				days of the receipt, the notification shall be deemed approved.
3. The board of directors will not elect new
				or replace existing board members or declare dividends without prior written
				consent of the office for the first two years of business.
4. The CAPCO will immediately notify the
				office when its total certified capital under management is not sufficient to
				enable the CAPCO to operate as a viable going concern.
5. The CAPCO will not engage in any activity
				which represents a material difference from the business activity described in
				its application without first obtaining prior written approval by the
				office.
6. The CAPCO will comply
				with the CAPCO Act and all applicable rules, regulations and policies that are
				currently in effect or enacted after the date of certification.
7. The CAPCO will adopt OFI's valuation
				guidelines and record retention policies.
8. Any other conditions deemed relevant to
				the commissioner.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-313 - Requirements for Continuance of Certification and Decertification

Current through Register Vol. 50, No. 6, June 20, 2024
A. In calculating
				the percentage requirements for continued certification of an investment pool
				under Subsection A of
				R.S.
				51:1926, decertification of an investment
				pool under
				R.S.
				51:1927 and voluntary decertification of an
				investment pool under
				R.S.
				51:1928.
1.
				The numerator for the investment pool shall be:
a. 100 percent of the sum of all qualified
				investments made on or after the investment date of the investment pool that
				are held for a minimum of one year; and
b. 50 percent of the sum of all qualified
				investments made on or after the investment date of the investment pool that
				are intended to be held less than one year.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-315 - Information Required from Qualified Louisiana Businesses

Current through Register Vol. 50, No. 6, June 20, 2024
A. Prior to making an investment in a
				business, a CAPCO shall obtain, from an authorized representative of the
				business, a signed affidavit, the original of which shall be maintained by the
				CAPCO in its files. The affidavit shall contain all of the following:
1. full and conclusive legal proof of the
				representative's authority to act on behalf of the business, for example: a
				board resolution;
2. a binding
				waiver of rights and consent agreement sufficient to allow the CAPCO, upon
				request to the business, full access to all information and documentation of
				the business which is in any way related to the investment of the CAPCO in the
				business;
3. completed forms,
				certifications, powers of attorney, and any other documentation, as determined
				by the commissioner, sufficient to allow acquisition by the CAPCO of any of the
				information and/or records of the business in the possession of any other
				business or entity, including but not limited to, financial institutions and
				state and federal governmental entities;
4. a statement certifying the intended use of
				proceeds, and that the business will provide to the CAPCO, documentation of the
				use of proceeds; and
5. an act
				under private signature executed by the business, duly acknowledged pursuant to
				Louisiana law, certifying all of the above and foregoing as being true and
				correct.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-317 - CAPCO Report and Record Requirements

Current through Register Vol. 50, No. 6, June 20, 2024
A. Reporting Requirements. Pursuant to
				R.S.
				51:1926(F)(2), CAPCOs are
				required to submit to the commissioner reports of selected information for each
				qualified investment made in the previous calendar year. Senate Concurrent
				Resolution Number 40 of the 1996 Regular Session also requires that the
				department determine the economic development impact of the CAPCO Program on
				the state. In order to provide such a report to the Senate, economic
				information for each company in which a CAPCO has invested shall be obtained
				and reported to the commissioner by each CAPCO. Such reports shall be submitted
				on forms provided or approved by OFI.
B. Record Requirements. In order for the
				commissioner to properly review and analyze a CAPCO's compliance with this rule
				and all relevant statutes, each CAPCO shall obtain from each business in which
				the CAPCO has invested, and maintain in its possession for review, any and all
				records deemed necessary by the commissioner.
C.
1.
				Except as provided in this Paragraph 2 of this Subsection C, no information
				contained in the report of examination may be disclosed to investors or
				shareholders.
2. The report of
				examination is the property of the Office of Financial Institutions and is
				furnished to the CAPCO for use by management and the board of
				directors/managers of the CAPCO and its parent entities . Therefore, the
				release of any information contained in the report of examination is considered
				a violation of
				R.S.
				51:1934.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-319 - Change of Control

Current through Register Vol. 50, No. 6, June 20, 2024
A. In the event
				of a change of control of a certified Louisiana capital company, at least 30
				days prior to the effective date, the CAPCO shall provide written notification
				to the commissioner of the proposed transaction. Unless additional information
				is required, the commissioner shall review the information submitted and shall
				issue either an approval or denial of the change of control within 30 days of
				the receipt of the notification.
B.
				Information to be included in the notification shall include:
1. a completed biographical and financial
				statement on each new owner;
2. a
				copy of the proposed business plan of the new owners covering a three year
				period;
3. a discussion of the
				previous experience the proposed owner has in the field of venture
				capital;
4. a credit report on each
				new owner;
5. a listing of any
				changes to the board of directors and/or of the CAPCO;
6. a copy of any legal documents or
				agreements relating to the transfer, if applicable.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-320 - Investment in Approved Funds

Current through Register Vol. 50, No. 6, June 20, 2024
A. Any
				certified Louisiana capital company that has capital certified pursuant to
				R.S.
				51:1924 for the calendar years 1999 or 2000,
				and which qualifies for credits pursuant to
				R.S.
				22:1068(E) shall invest an
				amount, as determined by the secretary, into the following investments:
1. 50 percent of the amount determined by the
				secretary shall be invested in one or more capital management funds as approved
				by the secretary whose primary investment objectives include pre-seed, seed,
				and early stage business ventures, and whose investment in any such business
				and its affiliates is limited to $1 million or less. Investments made by such
				funds must give special emphasis to the Targeted Technology Clusters identified
				in Vision 2020-Master Plan For Economic Development as adopted by the Louisiana
				Economic Development Council; and
2. 50 percent of the amount determined by the
				secretary shall be invested in any certified Louisiana capital company whose
				primary investment objectives include investing in the following three
				categories:
a. certified disadvantaged
				businesses;
b. business ventures
				operating in economically distressed areas; or
c. Louisiana businesses and affiliates in an
				amount not exceeding $1 million.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-321 - Severability

Current through Register Vol. 50, No. 6, June 20, 2024
A. If any Section,
				term, or provision of any of the foregoing rules, LAC 10:XV.301-320, is for any
				reason declared or adjudged to be invalid, such invalidity shall not affect,
				impair, or invalidate any of the remaining rules, or any term or provision
				thereof.
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  51:1929.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XV - Other Regulated Entities › Chapter 3 - Capital Companies Tax Credit Program › Section XV-323 - Fees and Assessments

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				Pursuant to the authority granted under
				R.S.
				51:1929(5), the following
				fee and assessment structure is hereby established to cover necessary costs
				associated with the administration of the certified Louisiana Capital Companies
				Tax Credit Program,
				R.S.
				51:1921 et seq.
1. Request for certification of capital
				pursuant to
				R.S.
				51:1924. Each certified Louisiana capital
				company seeking an allocation of certified capital shall submit a
				non-refundable fee with the request for allocation filed on October 1 and
				December 1 of each year.
Requested Amount
Fee
Less than $250,000
$1,000
$250,000 < $3,000,000
$2,500
$3,000,000 or greater
$5,000
2.
				Annual assessment of each certified Louisiana capital company at a floating
				rate to be assessed no later than May 15 of each year, to be based on the total
				certified capital under management, as defined in LAC 10:XV.303, as of the
				previous December 31 audited financial statements. Any amounts collected in
				excess of actual expenditures related to the administration of the certified
				Louisiana capital companies program by the Office of Financial Institutions
				shall be credited or refunded on a pro rata basis. Any shortages in assessments
				to cover actual operating expenses of OFI relating to the administration of the
				certified Louisiana capital companies program shall be added to the next
				variable assessment or billed on a pro rata basis.
Fee
Variable
3.
				Late Fee. For each calendar day that an assessment is late pursuant to the
				requirements of §323. B 2, a late fee shall be assessed.
Fee
$100 per day