reglab/statecodes huggingface dataset:
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.07 - Change of Material Information; Amendments

Current through June 25, 2024
The Division must be notified within thirty (30) days
				  whenever the information contained in any application or amendment for
				  registration as a broker-dealer and/or agent changes in a material way or is or
				  becomes inaccurate or incomplete in any respect. All amendments for
				  FINRA-member broker-dealers and agents shall be filed through the CRD.
				  Amendments for non-FINRA-member broker-dealers and agents shall be submitted
				  directly to the Division. Events requiring notice shall include, but are not
				  limited to, the following:
A. A change
				in ownership, management, form of organization or state of organization, or
				incorporation or control of a broker-dealer;
B. A change in any of the broker-dealer's
				officers, partners, or controlling persons;
C. The establishment or change in location or
				mailing address of any office in this state;
D. A change in the name of a
				broker-dealer;
E. If applicable,
				any necessary modifications to ensure compliance with Subsection (B)(2) of Rule
				5.01;
F. A change in type of entity, general plan,
				character of business, method of operation, or type of securities in which
				dealing or trading is being effected;
G. Termination of business or discontinuance
				of activities as a broker-dealer; and
H. The naming of a broker-dealer, principal,
				officer, and/or agent as a defendant or respondent in one or more of the
				following instances:
1. Criminal allegations
				involving securities or any aspect of the securities business, or any
				felony.
2. Civil allegations
				involving a security, any aspect of the securities business, any activity
				alleging a breach of a fiduciary trust, or fraud.
3. Administrative allegations involving a
				security, any aspect of the securities business, any activity alleging a breach
				of a fiduciary trust, or fraud.
4.
				Arbitration proceedings with allegations involving a security, any aspect of
				the securities business, any activity alleging a breach of a fiduciary trust,
				or fraud.
5. Any proceeding in
				which an adverse decision could result in:
a.
				A denial, suspension, or revocation, or the equivalent of those terms, of a
				license, permit, registration, or charter;
b. The imposition of a fine or other penalty;
				or
c. An expulsion or barring from
				membership in an association or organization.
6. Judgments, liens, and bankruptcy filing
				proceedings.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.09 - Financial Reporting

Current through June 25, 2024
A. Upon request,
				each broker-dealer must file audited financial statements with the Division as
				of the end of the broker-dealer's fiscal year. The statements must meet the
				requirements of Subsection (B) of this Rule.
B. The financial statements filed pursuant to
				this Rule must:
1. Include a balance sheet, a
				statement of income or operations, a statement of shareholder equity, and a
				statement of cash flows, and these should be accompanied by appropriate notes
				stating the accounting principles and practices followed in their preparation,
				the basis on which securities are included, and other notes as may be necessary
				for an understanding of the statements.
2. Be prepared in accordance with generally
				accepted accounting principles.
3.
				Be audited by an independent certified public accountant. The audit must:
a. Be made in accordance with generally
				accepted auditing standards; and
b.
				Include a review of the accounting system, the internal accounting controls,
				and procedures for the safeguarding of securities and funds including
				appropriate tests thereof since the prior examination.
4. Be accompanied by an unqualified opinion
				of the auditor as to the report of financial condition. In addition, the
				auditor shall submit as a supplementary opinion any comments, based upon the
				audit, as to any material inadequacies found to exist in the accounting system,
				the internal accounting controls, and procedures for safeguarding securities
				and funds, and shall indicate any corrective action taken or
				proposed.
5. Be filed with the
				Division within ninety (90) days following the end of the broker-dealer's
				fiscal year.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.11 - Renewal of Registration

Current through June 25, 2024
A. The registration
				of a broker-dealer who is a member of FINRA shall be renewed through the CRD
				according to the CRD administrative rules governing the registration process
				with the CRD system.
B. The
				registration of a broker-dealer who is not a member of FINRA may be renewed by
				submitting the following to the Division:
1. A
				letter requesting renewal, and
2.
				The renewal fee specified in Rule
				4.13.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.13 - Withdrawal of Registration

Current through June 25, 2024
If a registered broker-dealer should withdraw its
				  registration for any reason, written notice on Form BDW shall be submitted by
				  the broker-dealer within thirty (30) days to the Division. FINRA member
				  broker-dealers shall file the Form BDW through the CRD. A non-member
				  broker-dealer shall submit Form BDW directly to the Division.
Miss. Code
				  Ann. §
										75-71-409
				  (2016).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.15 - Record Keeping Requirements of Broker-Dealers

Current through June 25, 2024
A.
				Unless otherwise provided by order of the SEC, each broker-dealer registered or
				required to be registered under this Act shall make, maintain, and preserve
				books and records in compliance with SEC Rules 17a-3 (17 C.F.R. §
										240.17a-3), 17a-4 (17 C.F.R. §
										240.17a-4), 15c2-6 (17 C.F.R. §
										240.15c2-6), and 15c2-11
				(17 C.F.R. §
										240.15c2-11).
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 Division for
				violation of this Rule to the extent that the violation results solely from the
				broker-dealer's compliance with the amended rule.
Miss. Code
				  Ann. §
										75-71-411(c)(1)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.17 - Preservation of Records

Current through June 25, 2024
All records required to be preserved under these Rules shall
				  be kept in such form as to promptly allow examination by the Division. Copies
				  shall be provided to the Division upon request, and the cost of the copies
				  shall be borne by the broker-dealer and/or the agent.
Miss. Code
				  Ann. §
										75-71-411(c)(2)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.19 - Supervision

Current through June 25, 2024
All broker-dealers shall establish, keep current, and
				  enforce a set of written supervisory-compliance procedures and a system for
				  implementing such procedures which may be reasonably expected to prevent and
				  detect any violations of the Act and Rules promulgated thereunder. The
				  procedures shall include the designation by name or title of those persons
				  delegated supervisory responsibility in at least the areas of sales, financial
				  operations, and compliance. A complete set of such procedures and systems shall
				  be kept in all offices located in this state or be immediately
				  accessible.
Miss. Code
				  Ann. §§
										75-71-406(e),
				  -411(c) (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.23 - Agent Registration and Termination (FINRA)

Current through June 25, 2024
Registration, renewal, and termination of agents associated
				  with members of FINRA shall be made to the Division through the CRD according
				  to the CRD administrative rules governing the registration process with the CRD
				  system.
Miss. Code
				  Ann. §§
										75-71-406, -409
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.25 - Agent Registration and Termination (non-FINRA)

Current through June 25, 2024
A. Application for registration as an agent
				not associated with members of FINRA shall be submitted directly to the
				Division on Form U4 along with the registration fee specified in Rule
				4.13.
B. If an agent's relationship with a
				broker-dealer is terminated for any reason, the broker-dealer shall notify the
				Division on Form U5 within fifteen (15) days of such termination.
C. Renewal of the permit of an agent not
				associated with members of FINRA must be requested and the renewal fee must be
				submitted by the broker-dealer prior to December 31 of each year. If the
				renewal request is not received on or before December 31, the registration will
				be considered terminated, and a new application and fee must be
				submitted.
Miss. Code
				  Ann. §§
										75-71-406, -409
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.27 - Dual Registration

Current through June 25, 2024
Registration of any broker-dealer agent with more than one
				  broker-dealer is permitted. However, any agent so registered may not transact
				  business in any particular security on behalf of more than one issuer or
				  broker-dealer with whom he is registered.
Miss. Code
				  Ann. §
										75-71-402(e)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.29 - Written Examinations

Current through June 25, 2024
A. Written
				examinations shall be required to determine an applicant's qualification and
				competency to transact business in this state as a broker-dealer
				agent.
B. Each broker-dealer
				principal and each broker-dealer agent applicant must satisfy two (2)
				examination requirements to obtain a license:
1. An examination on state securities law,
				which will be satisfied by passing either the Uniform Securities Agent State
				Law Examination (USASLE) (S-63) or the Uniform Combined State Law Examination
				(UCSLE) (S-66) administered by FINRA; and
2. An examination of general or limited
				knowledge of securities principles, which will be satisfied by passing the
				appropriate examination required by FINRA for the activity in which applicant
				will be engaged.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.31 - Issuers and Issuer Agents

Current through June 25, 2024
A. Every issuer
				selling its own securities shall make and keep current the following books and
				records:
1. Stockholders' ledgers or other
				records reflecting alphabetically the names and addresses of all stockholders,
				stock certificates issued to each, dates paid, and full details as to transfers
				or cancellations;
2. Copies of all
				promotional and sales materials used in connection with the sales of the
				issuer's securities;
3. Copies of
				all confirmations of sales of securities; and
4. Stock certificate books.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.33 - Registration Exemption - Canadian Cross-Border Trading

Current through June 25, 2024
Pursuant to Sections
				  75-71-401(d),
				  75-71-402(b)(9),
				  and 75-71-605(a) of
				  the Act, the Secretary of State finds that it is consistent with the public
				  interest and with the purpose fairly intended by the policy and provisions of
				  the Act to exempt the following persons from the registration requirements of
				  Sections 75-71-401 and
				  75-71-402 of the Act:
A. A broker-dealer who is registered in
				Canada, has no office or other physical presence in this state, and complies
				with the following conditions
1. Only effects
				or attempts to effect transactions in securities:
a. With or through the issuers of the
				securities involved in the transactions, broker-dealers, banks, savings
				institutions, trust companies, insurance companies, investment companies (as
				defined in the Investment Company Act of 1940), pension or profit-sharing
				trusts, or other financial institutions or institutional buyers, whether acting
				for themselves or as trustees;
b.
				With or for an individual from Canada who is temporarily present in this state
				and with whom the broker-dealer had a bona fide customer relationship before
				the individual entered the United States;
c. With or for an individual from Canada who
				is present in this state and whose transactions are in a self-directed tax
				advantaged retirement plan in Canada of which the individual is the holder or
				contributor; or
d. An individual
				who is present in this state and with whom the broker-dealer customer
				relationship arose while the individual was temporarily or permanently residing
				in Canada; and
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 5 - REGISTRATION OF BROKER-DEALERS AND AGENTS › Rule 1-14-5.35 - Registration Exemption for Merger and Acquisition Brokers

Current through June 25, 2024
A. Except as
				provided in Subsections (B) and (C), a merger and acquisition broker shall be
				exempt from registration under this section. Nothing in this Rule shall be
				construed to limit any other authority the Secretary of State has to exempt any
				person, or any class of persons, from any provision of the Act or from any rule
				thereunder.
B.
Excluded
				activities
. A merger and acquisition broker is not exempt from
				registration under this Rule if such broker does any of the following:
1. Directly or indirectly, in connection with
				the transfer of ownership of an eligible privately held company, receives,
				holds, transmits, or has custody of the funds or securities to be exchanged by
				the parties to the transaction.
2.
				Engages on behalf of an issuer in a public offering of any class of securities
				that is registered, or is required to be registered, with the United States
				Securities and Exchange Commission under Section 12 of the Securities Exchange
				Act of 1934, 15 U.S.C.
				§
											78
l
, or with respect
				to which the issuer files, or is required to file, periodic information,
				documents, and reports under the Securities Exchange Act of 1934 Section 15
				Subsection (d), 15 U.S.C.
				§
											78o(d).
3. Engages on behalf of any party in a
				transaction involving a public shell company.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.01 - Definitions

Current through June 25, 2024
A.
Custody
means holding directly or indirectly, client funds or
				securities, or having any authority to obtain possession of them (or having the
				ability to appropriate them). The investment adviser has custody if a related
				person holds, directly or indirectly, client funds or securities, or has any
				authority to obtain possession of them, in connection with advisory services
				the investment adviser provides to clients.
B.
Cybersecurity
means the
				protection of investor and firm information from compromise through the use, in
				whole or in part, of electronic digital media, (e.g., computers, mobile
				devices, or internet protocol-based telephony systems). "Compromise" refers to
				a loss of data confidentiality, integrity, or availability.
C.
Investment Adviser
: In order
				to provide uniform interpretation of the application of federal and state
				adviser laws to financial planners and other persons, the Division hereby
				expressly adopts Investment Advisers Act of 1940 Release No. 1092, 52 Fed. Reg.
				38400 (October 8, 1987) (to be codified at 17 C.F.R pt. 276), as it relates to
				the definition of investment adviser set forth in Section
				75-71-102(15) of
				the Act.
D.
Investment
				Adviser Representative
: Notwithstanding Section
				75-71-102(16) of
				the Act, the term investment adviser representative as it applies to a person
				who is employed by or associated with a federal covered investment adviser only
				includes an individual who has a place of business in this jurisdiction, as
				that term is defined in Subsection (E) below, and who either:
1. Is a supervised person of a federal
				covered adviser, as defined in Subsection (F) below; or
2. Is not a supervised person as defined in
				Subsection (F) below, but solicits, offers, or negotiates for the sale of or
				sells investment advisory services on behalf of a federal covered investment
				adviser.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.03 - Electronic Filing with Designated Entity

Current through June 25, 2024
A. Pursuant to the Act, the Division
				designates the web-based IARD operated by FINRA to receive and store filings
				and collect related fees from investment advisers and investment adviser
				representatives on behalf of the Division.
B. Unless otherwise provided, all investment
				adviser and investment adviser representative applications, amendments,
				notices, related filings, and fees required to be filed with the Division
				pursuant to the Rules promulgated under this Act shall be filed electronically
				with and transmitted to IARD. The following additional conditions relate to
				such electronic filings:
1. When a signature
				or signatures are required by the particular instructions of any filing to be
				made through IARD, a duly authorized officer of the applicant or the applicant
				himself, as required, shall affix his electronic signature to the filing by
				typing his name in the appropriate fields and submitting the filing to IARD.
				Submission of a filing in this manner shall constitute irrefutable evidence of
				legal signature by any individuals whose names are typed on the
				filing.
2. Solely for purposes of a
				filing made through IARD, a document is considered filed with the Division when
				all fees are received, and the filing is accepted by IARD on behalf of the
				Division.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.05 - Application for Investment Adviser Registration

Current through June 25, 2024
A.
Initial
				Application
. The application for initial registration as an investment
				adviser pursuant to Section
				75-71-406 of the Act shall be made
				by filing Form ADV Parts 1 and 2 (Uniform Application for Investment Adviser
				Registration) electronically with IARD and paying the applicable fee. The
				application for initial registration shall also include the following, which
				shall be filed directly with the Division:
1.
				A copy of the entity's formation documents currently in effect, certified by
				the governmental agency where filed.
2. Where the adviser does not have custody of
				client funds or securities or does not require payment of advisory fees six (6)
				months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00),
				a balance sheet as of the end of the investment adviser's most recent fiscal
				year. Each balance sheet filed pursuant to this Rule must be:
a. Prepared in conformity with generally
				accepted accounting principles;
b.
				Certified with an original notarized signature by an officer of the adviser as
				true, accurate, and prepared in conformity with generally accepted accounting
				principles; and
c. Dated not more
				than forty-five (45) days prior to submission of Form ADV.
3. Where the adviser has custody of client
				funds or securities or requires payment of advisory fees six (6) months or more
				in advance and in excess of Twelve Hundred Dollars ($1,200.00), each balance
				sheet filed pursuant to this Rule must be:
a.
				Audited in accordance with Rule
				6.11(C)(1)-(3);
				and
b. Dated no more than
				forty-five (45) days prior to submission of Form ADV.
c. If the audited balance sheet is dated more
				than forty-five (45) days prior to submission of Form ADV, a current certified
				unaudited balance sheet must also be submitted.
d. An adviser in existence less than a year
				at the time of initial filing must submit a current certified unaudited balance
				sheet accompanied by a designation of the accountant who will perform the
				applicant's first annual audit.
4. A copy of the surety bond required by Rule
				6.07, if applicable.
5. Copies of all standard advisory
				contracts.
6. A list of persons,
				including their CRD numbers, whom the adviser intends to register as investment
				adviser representatives in this state.
7. Any other information the Division may
				reasonably require.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.07 - Bonding Requirements for Investment Advisers

Current through June 25, 2024
A.
				Every investment adviser registered or required to be registered under the Act
				who has custody of or discretionary authority over client funds or securities
				shall be bonded in an amount determined by the Division based upon the number
				of clients and the total assets under management of the investment adviser.
				Such bond shall be at a minimum of Thirty Thousand Dollars ($30,000.00) for
				investment advisers having custody of client funds or requiring payment of
				advisory fees six (6) months or more in advance and in excess of Twelve Hundred
				Dollars ($1,200.00), and Ten Thousand Dollars ($10,000.00) for investment
				advisers with discretionary authority over client funds.
B. Any bond required by this Rule shall be
				issued by a company qualified to do business in this state in the form
				determined by the Division and shall be subject to the claims of all clients of
				such investment adviser regardless of the client's state of
				residence.
C. The requirements of
				this Rule shall not apply to those applicants or registrants who comply with
				the minimum financial requirements of Rule
				6.09.
D. An 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 Rule, provided that the
				investment adviser is registered or licensed as an investment adviser in the
				state where it has its principal place of business and is in compliance with
				such state's requirements relating to bonding and/or minimum financial
				requirements.
Miss. Code
				  Ann. §
										75-71-411(e)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.09 - Minimum Financial Requirements for Investment Advisers

Current through June 25, 2024
A. An investment adviser registered or
				required to be registered under the Act who has custody of client funds or
				securities or requires payment of advisory fees six (6) months or more in
				advance and in excess of Twelve Hundred Dollars ($1,200.00) shall maintain at
				all times a minimum net worth of Thirty-Five Thousand Dollars ($35,000.00)
				except:
1. An investment adviser posts a bond
				pursuant to Rule
				6.07.
2. Pursuant to these Rules, an investment
				adviser is otherwise exempted from complying with the bonding and net worth
				requirements.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.11 - Financial Reporting for Investment Advisers

Current through June 25, 2024
A.
				Every investment adviser that has its principal place of business in a state
				other than this state shall file only such reports as required by the state in
				which the investment adviser maintains its principal place of business,
				provided the investment adviser is registered or licensed in such state and is
				in compliance with such state's financial reporting requirement.
B. Unless an investment adviser is otherwise
				exempted from complying with the financial reporting requirements of this Rule,
				every registered investment adviser who has custody of client funds or
				securities or requires payment of advisory fees six (6) months or more in
				advance and in excess of Twelve Hundred Dollars ($1,200.00) for any client
				shall annually file with the Division an audited balance sheet as of the end of
				the investment adviser's most recent fiscal year.
C. The audited balance sheet filed pursuant
				to this Rule must be:
1. Examined and prepared
				in conformity with generally accepted accounting principles;
2. Audited by an independent certified public
				accountant;
3. Accompanied by an
				opinion of the accountant as to the report of financial position, and by a note
				stating the principles used to prepare it, the basis of included securities,
				and any other explanations required for clarity; and
4. Filed with the Division within ninety (90)
				days following the end of the investment adviser's fiscal year.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.13 - Investment Adviser Representative: Registration, Renewal, and Withdrawal Requirements

Current through June 25, 2024
A.
Examination Requirements
.
1.
				An investment adviser representative shall take and pass within the two (2)
				year period immediately preceding the date of the application:
a. The Uniform Investment Adviser State Law
				Examination (S65); or
b. The
				Uniform Combined State Law Examination (S66) and the General Securities
				Representative Examination (S7), and
c. The Securities Industry Essential
				Examination within four (4) years of the date of application.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.14 - Investment Adviser Representative Continuing Education

Current through June 25, 2024
A.
Investment Adviser Representative Continuing Education
. Every
				investment adviser representative registered under Section
				75-71-404 of the Act must complete
				the following continuing education requirements each reporting period:
1.
IAR Ethics and Professional
				Responsibility Requirement
. An investment adviser representative must
				complete six (6) credits of IAR Ethics and Professional Responsibility Content
				offered by an authorized provider, with at least three (3) credits covering the
				topic of ethics; and
2.
IAR
				Products and Practice Requirement
. An investment adviser
				representative must complete six (6) credits of IAR Products and Practice
				Content offered by an authorized provider.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.15 - Notice Filing Requirements for Federal Covered Advisers

Current through June 25, 2024
A.
Notice Filing
. The notice
				filing for a federal covered investment adviser pursuant to Section
				75-71-405(a) of
				the Act shall be filed electronically with IARD on an executed Form ADV
				(Uniform Application for Investment Adviser Registration). A notice filing of a
				federal covered investment adviser shall be deemed filed when the fee required
				by Rule 4.15 and the Form
				ADV are filed electronically with and accepted by IARD on behalf of the
				Division.
B.
Form ADV Part
				2
. The Division may:
1. Accept a copy
				of Part 2 of Form ADV as filed electronically with IARD; or
2. Deem Part 2 of Form ADV filed if a federal
				covered investment adviser provides, within five (5) days of a request, Part 2
				of Form ADV to the Division. Because the Division deems Part 2 of Form ADV to
				be filed, a federal covered investment adviser is not required to submit Part 2
				of Form ADV to the Division unless requested.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.17 - Change of Material Information; Amendment

Current through June 25, 2024
The Division shall be notified within thirty (30) days
				  whenever the information contained in any application or amendment for
				  registration as an investment adviser or representative changes in a material
				  way or is or becomes inaccurate or incomplete in any respect. Events requiring
				  notification shall include, but are not limited to, the following:
A. Change in firm name, ownership,
				management, or control of an investment adviser, or a change in any of its
				partners, officers, or persons in similar positions, or its business address,
				or the creation or termination of a branch office in this state. Notice of such
				change shall be filed with IARD, in accordance with the instructions in Form
				ADV along with a satisfactory rider or endorsement to the required surety
				bond.
B. Change in type of entity,
				general plan, or character of an investment adviser's business or method of
				operation.
C. Insolvency,
				dissolution, liquidation, or a material adverse change or impairment of working
				capital, or noncompliance with the minimum capital or bond
				requirements.
D. Termination of
				business or discontinuance of activities as an investment adviser.
E. The naming of an investment adviser,
				investment adviser representative, principal, officer, and/or employee as a
				defendant or respondent in one or more of the following instances:
1. Criminal allegations involving any aspect
				of the securities or any aspect of the securities business, or any
				felony.
2. Civil allegations
				involving a security or any aspect of the securities business, or any activity
				alleging a breach of a fiduciary trust, or fraud.
3. Administrative allegations involving a
				security or any aspect of the securities business, or any activity alleging a
				breach of a fiduciary trust, or fraud.
4. Arbitration proceedings with allegations
				involving a security or any aspect of the securities business, or any activity
				alleging a breach of a fiduciary trust, or fraud.
5. Any proceeding in which an adverse
				decision could result in:
a. A denial,
				suspension, or revocation, or the equivalent of those terms, of a license,
				permit, certification, registration, or charter;
b. The imposition of a fine or other penalty;
				or
c. An expulsion or barring from
				membership in a self-regulatory association or organization.
6. Judgments, liens, and
				bankruptcy filing proceedings.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.21 - Segregated Accounts

Current through June 25, 2024
An investment adviser shall at all times keep its customers'
				  securities and funds in trust and segregated from its own securities and
				  funds.
A. All financial transactions
				between the investment adviser and its clients are to be effected through one
				(1) or more bank accounts, each to be designated "special account for the
				exclusive benefit of clients of [name of investment adviser];" each shall be
				separate from any other bank accounts of the investment adviser and shall at no
				time be used directly or indirectly as security for a loan to the investment
				adviser by the bank and shall be subject to no right, lien, or claim of any
				kind in favor of the bank or any persons claiming through the bank; and each
				shall be separate from any other bank account used by the investment adviser to
				pay operating and administrative expenses.
B. Immediately after accepting custody or
				possession of funds or securities from any client, an investment adviser must
				notify such client in writing of the place and manner in which such funds and
				securities will be maintained, and thereafter, if and when there is any change
				in the place or manner in which such funds or securities are being maintained,
				must give such client written notice thereof.
Miss. Code
				  Ann. §§
										75-71-411(c)(1),
				  -411(f) (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.27 - Commingling of Accounts Prohibited

Current through June 25, 2024
An investment adviser engaged in more than one (1) enterprise
				  or activity shall maintain separate books of account and records relating to
				  its advisory business. The assets of the advisory business shall not be
				  commingled with those of such other businesses, and there shall be a clearly
				  defined division with respect to income and expenses.
Miss. Code
				  Ann. §
										75-71-411(c)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.29 - Brochure Rule

Current through June 25, 2024
A.
General
				Requirements
.
Unless otherwise provided in this Rule, an investment adviser
				  registered or required to be registered pursuant to Section
				  75-71-403 of the Act shall, in
				  accordance with the provisions of this section, furnish each advisory client
				  and prospective advisory client with:
1. A brochure, which may be a copy of Part 2A
				of its Form ADV or written documents containing the information required by
				Part 2A of Form ADV.
2. A copy of
				its Part 2B brochure supplement for each individual:
a. Providing investment advice and having
				direct contact with clients in this state; or
b. Exercising discretion over assets of
				clients in this state, even if no direct contact is involved.
3. A copy of its Part 2A Appendix
				1 wrap fee brochure if the investment adviser sponsors or participates in a
				wrap fee account.
4. A summary of
				material changes, which may be included in Form ADV Part 2 or given as a
				separate document.
5. Such other
				information as the Division may require.
6. The brochure must comply with the
				language, organizational format, and filing requirements specified in the
				Instructions to Form ADV Part 2.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.31 - Solicitor Rule

Current through June 25, 2024
A. The following
				definitions apply for purposes of this Rule:
1.
Solicitor
means any
				individual, person, or entity with a place of business in this state who
				directly or indirectly receives a cash fee or any other economic benefit for
				soliciting, referring, offering, or otherwise negotiating for the sale or
				selling of investment advisory services to clients on behalf of an investment
				adviser.
2.
Client
includes any prospective client.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 6 - INVESTMENT ADVISERS › Rule 1-14-6.12 - Investment Adviser Representative: Examination Validity Extension Program

Current through June 25, 2024
A. Notwithstanding
				Rule 6.13, an individual
				who terminates their registration as an investment adviser representative may
				maintain the validity of their Uniform Investment Adviser Law Examination (S65)
				or the investment adviser representative portion of the Uniform Combined State
				Law Examination (S66), as applicable, without being employed by or associated
				with an investment adviser or federal covered investment adviser for a maximum
				of five (5) years following the termination of the effectiveness of the
				investment adviser representative registration if the individual meets all of
				the following:
1. The individual previously
				took and passed the examination for which they seek to maintain validity under
				this rule;
2. The individual was
				registered as an investment adviser representative for at least one (1) year
				immediately preceding the termination of the investment adviser representative
				registration;
3. The individual was
				not subject to a statutory disqualification as defined in Section 3(a)(39) of
				the Exchange Act while registered as an investment adviser representative or at
				any period after termination of the registration;
4. The person elects to participate in the
				Exam Validity Extension Program ("EVEP") under this paragraph within two (2)
				years from the effective date of the termination of the investment adviser
				representative registration;
5. The
				individual does not have a deficiency under the investment adviser
				representative continuing education program at the time the investment adviser
				representative registration becomes ineffective;
6. The person completes annually on or before
				December 31 of each calendar year in which the person participates in the IAR
				EVEP:
a. six (6) Credits of IAR CE Ethics and
				Professional Responsibility Content offered by an Authorized Provider,
				including at least three (3) hours covering the topic of ethics, and
b. six (6) Credits of IAR CE Products and
				Practice Content offered by an Authorized Provider;
7. An individual who elects to participate in
				EVEP is required to complete credits required by subsection (6) of this rule
				for each calendar year that elapses after the individual's investment adviser
				representative registration became ineffective regardless of when the
				individual elects to participate in EVEP; and
8. An individual who complies with the FINRA
				Maintaining Qualification Program under FINRA Rule 1240(c) shall be considered
				in compliance with Section (6)(b) of this rule.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.03 - Exemption from Registration for Certain Offerings by Domestic Issuers

Current through June 25, 2024
By authority delegated to the Secretary of State in Section
				  75-71-203 of the Act, transactions
				  pursuant to the following requirements are determined to be exempt from the
				  registration requirements of the Act:
A. The sale of its securities by an issuer
				organized in this state to not more than thirty-five (35) persons within a
				twelve (12) month period beginning with the date of filing for exemption under
				this Rule, whether residents or nonresidents, provided that the issuer
				reasonably believes that the purchasers are acquiring the securities for
				investment purposes only and not for the purpose of resale. Purchasers of the
				issuer's securities which are registered pursuant to Section
				75-71-303 or Section
				75-71-304 of the Act shall not be
				considered in computing the number of purchasers during the twelve (12) month
				period.
B. Prior to the receipt of
				consideration or the delivery of a subscription agreement by an investor which
				results from an offer being made in reliance upon this exemption, the issuer
				shall file with the Division:
1. A notice on a
				form prescribed by the Division.
2.
				The prospectus, private placement memorandum, offering circular, or similar
				document, which shall contain a full disclosure of material information to be
				furnished by the issuer to offerees. The use of the Small Corporate Offering
				Registration Form (SCOR), a copy of which is available upon request, may be
				acceptable for compliance with this Subsection.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.05 - Securities Markets Exemption

Current through June 25, 2024
Only Tier I (or the equivalent thereof) securities listed on
				  the following securities markets are entitled to exemption from registration
				  pursuant to Section
				  75-71-201(6) of
				  the Act:
A. American Stock Exchange
				(excluding Emerging Company Marketplace (ECM) listings);
B. Boston Stock Exchange;
C. Chicago Board Options Exchange;
D. Chicago Stock Exchange;
E. New York Stock Exchange;
F. Philadelphia Stock Exchange;
G. NASDAQ/National Market System.
Miss. Code
				  Ann. §§
										75-71-201(6)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.07 - Recognized Securities Manuals

Current through June 25, 2024
A recognized securities manual shall be deemed to include the
				  following:
A. Mergent's Industrial
				Manual;
B. Mergent's Municipal and
				Government Manual;
C. Mergent's
				Transportation Manual;
D. Mergent's
				Public Utility Manual;
E. Mergent's
				Bank and Finance Manual;
F.
				Mergent's OTC Industrial Manual;
G.
				Mergent's International Manual;
H.
				OTCQX Market and OTCQB Market; and
I. Periodic supplements to each recognized
				securities manual.
Miss. Code
				  Ann. §
										75-71-202(2)(D)
				  (2020)
Authority §
											75-71-202(2)(D)
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.09 - NASDAQ/NMS Exemption

Current through June 25, 2024
By authority delegated to the Secretary of State in Section
				  75-71-203 of the Act to promulgate
				  rules exempting certain transactions from the registration requirements of the
				  Act, the following shall be exempt from Section
				  75-71-301 of the Act: An offer or
				  sale of a security designated or approved for designation upon notice of
				  issuance on the National Association of Securities Dealers Automated Quotation
				  National Market System, or any other security of the same issuer which is of
				  senior or substantially equal rank, any security called for by subscription
				  rights or warrants so designated or approved, or any warrant or right to
				  purchase or subscribe to any of the foregoing.
Miss. Code
				  Ann. §
										75-71-202(2)(E)(i)
				  (2020).
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.11 - Internet Solicitations Exemption

Current through June 25, 2024
A.
Internet
means the global information system comprised of
				independent computer networks which are interconnected and share information
				without the use of a central processing center by use of the Transmission
				Control Protocol/internet Protocol (TCP/IP) suite, to include without
				limitation, the World Wide Web, proprietary or "common carrier" electronic
				delivery systems, or similar medium.
B.
Internet Offer
means a
				communication regarding the offering of securities within the meaning of
				Sections 75-71-102(19),
				-102(26), and -105 of the Act, made on the internet and directed generally to
				anyone who has access to the internet, including persons in this
				state.
C.
Exemption
. The Division finds that registration is not
				necessary or appropriate for the protection of investors in connection with
				internet offers, provided:
1. The internet
				offer indicates, directly or indirectly, that the securities are not being
				offered to residents of this state;
2. The internet offer is not specifically
				directed to any person in this state by or on behalf of the issuer of the
				securities; and
3. No sales of the
				issuer's securities are made in this state as a result of the internet
				offering.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.13 - Exemption of Certain Cooperative Securities

Current through June 25, 2024
By authority delegated to the Secretary of State in Section
				  75-71-203 of the Act to promulgate
				  rules, the Secretary of State finds that it is not in the public interest or
				  necessary for the protection of investors to require registration under Section
				  75-71-301 of the Act of the
				  following securities transactions:
A.
				Any transaction in a membership, equity interest, or retention certificate,
				issued by a cooperative, corporation, or nonprofit corporation organized under
				the cooperative, business corporation, or nonprofit corporation laws,
				respectively, of any state, and operated as a nonprofit membership cooperative
				(collectively a "cooperative"), if:
1. Not
				traded to the public;
2. Each
				member of the cooperative has one vote with respect to matters that must be
				approved by the members of the cooperative or has a number of votes that are in
				proportion to the amount of business transacted (patronage) with the
				cooperative and not in proportion to the number of shares of ownership
				interests held by the member in the cooperative;
3. The governing documents of the cooperative
				provide that the shares or other ownership interests can be held only by
				persons or parties who patronize the cooperative;
4. The governing documents of the cooperative
				provide that no dividends shall be paid and no distributions shall be made
				except for cash patronage dividends or non-cash patronage dividends;
				and
5. No person receives any
				commission or other compensation directly or indirectly as a result of or based
				upon the sale of such securities.
Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.15 - Exemption of Certain Securities of Cross-Border Transactions

Current through June 25, 2024
Pursuant to Section
				  75-71-203 of the Act, the
				  Secretary of State finds that it is not in the public interest or necessary for
				  the protection of investors to require registration under Section
				  75-71-301 of the Act of an offer
				  or sale of a security effected by a person exempted from the broker-dealer
				  registration requirements under Rule
				  5.33.
Miss. Code
				  Ann. §
										75-71-203
				  (2020).