Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 1 - GENERAL PROVISIONS › Rule 1-14-1.03 - Definitions

Current through June 25, 2024
The following terms, as used in the Mississippi Securities
				  Act or in these Rules, shall have the meaning ascribed to them below unless the
				  context requires otherwise.
A.
Act
means the Mississippi Securities Act as codified at Sections
				75-71-101 to -701, Mississippi
				Code of 1972, as amended.
B.
Affiliate
of, or a person
affiliated
with, a
				specified person is a person that directly, indirectly, or through one or more
				intermediaries controls, is controlled by, or is under common control with the
				person specified.
C.
Applicant
means a person, natural or otherwise, executing or
				submitting a notice filing or an application for registration or
				exemption.
D.
Application
includes any notice filing, application of
				registration, or application for exemption
.
E.
Associated Person
means any
				partner, officer, director (or any person occupying a similar status or
				performing similar functions), or any natural person directly or indirectly
				controlling or controlled by an applicant (other than employees whose functions
				are only clerical or ministerial).
F.
Commission
or
Remuneration
means any compensation or financial benefit, direct
				or indirect, fixed or contingent, paid to or received from any person in
				connection with a solicitation of any client or prospective client.
G.
Controlling Person
or
Control
(including the terms
controlling
,
controlled by
, and
under common control with
) means
				the possession, directly or indirectly, of the power to direct or cause the
				direction of the management or policies of a person, whether through the
				ownership of voting securities, by contract, or otherwise.
H.
CRD
means Central
				Registration Depository.
I.
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) in connection with services provided to
				clients.
J.
Division
means the Securities Division of the Secretary of State's
				Office.
K.
FINRA
means
				the Financial Industry Regulatory Authority, formerly the National Association
				of Securities Dealers (NASD).
L.
IARD
means Investment Adviser Registration Depository.
M.
Material Information
or
Material
(when used to qualify a requirement for the furnishing of
				information as to any subject) means such information about the company and/or
				its securities that would enable a prudent individual to make an informed
				investment decision.
N.
NASAA
means the North American Securities Administrators
				Association.
O.
Officer
means a president, vice president, secretary, treasurer or
				principal financial officer, comptroller or principal accounting officer, and
				any other persons performing similar functions with respect to any
				organization, whether incorporated or unincorporated. A person shall not be
				deemed an officer merely because he is titled as such if he does not perform
				the legal function of an officer.
P.
Principal
means any person
				actively engaged in the management of the securities business, including
				supervision, solicitation, conduct of business, or the training of persons for
				any of these functions. Such persons shall include sole proprietors, partners,
				officers, directors, and branch managers.
Q.
Promoter
means a person who,
				acting alone or in conjunction with others, takes the initiative in founding,
				organizing, or incorporating a business, enterprise, transaction, scheme, or
				profit-seeking venture. A promoter does not include a lawyer or accountant
				acting as an independent contractor.
R.
Registrant
means any person,
				natural or otherwise, holding a certification of registration or acknowledgment
				of exemption or notice filing issued by the Division. This also includes any
				person, natural or otherwise, whose registration through CRD or IARD has been
				approved by the Division.
S.
Rules
refer to the Rules of the Secretary of State adopted
				pursuant to the Act, currently in effect, including forms for registration and
				reports and accompanying instructions.
T.
SEC
means the United States
				Securities and Exchange Commission.
U.
SEC Form D
means the
				document, as adopted by the United States Securities and Exchange Commission
				and in effect on January 1, 2010, as may be amended by the SEC from time to
				time, entitled "Form D."
V.
Secretary of State
means the Secretary of State of
				Mississippi.
Miss. Code
				  Ann. §
										75-71-605(a)(2)
				  (2020).