reglab/statecodes huggingface dataset:
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 2 - EXEMPTIONS FROM REGISTRATION OF SECURITIES › Section R. 451.2.3 - Bad actor disqualification

Current through Vol. 24-12, July 15, 2024
Rule 2.3.
(1)
					 Exemptions available at section 201(g), MCL 451.2201(g), section 202(1)(k), MCL
					 451.2202(1)(k), section 202(1)(n), MCL 451. 2202(1)(n), section 202(1)(t), MCL
					 451.2202(1)(t), and section 202a, MCL 451.2202a, are not available for an offer
					 or sale of securities if the issuer; any predecessor of the issuer; any
					 affiliated issuer; any director, executive officer, other officer participating
					 in the offering, general partner or managing member of the issuer; any
					 beneficial owner of 20% or more of the issuers outstanding voting equity
					 securities, calculated on the basis of voting power; any promoter connected
					 with the issuer in any capacity at the time of such sale; any investment
					 manager of an issuer that is a pooled investment fund; any person that has been
					 or will be paid, directly or indirectly, remuneration for solicitation of
					 purchasers in connection with such sale of securities; any general partner or
					 managing member of any such investment manager or solicitor; or any director,
					 executive officer or other officer participating in the offering of any such
					 investment manager or solicitor or general partner or managing member of such
					 investment manager or solicitor is subject to either of the following:
(a) Disqualification as described in SEC rule
					 506(d) of SEC regulation D,
					 17
					 C.F.R. §
													230.506(d).
(b) Disqualification as described in SEC rule
					 262 of Regulation A,
					 17 C.F.R. §
													230.262.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 2 - EXEMPTIONS FROM REGISTRATION OF SECURITIES › Section R. 451.2.4 - Intra-industry exemption for persons engaged in oil, gas, and mineral business

Current through Vol. 24-12, July 15, 2024
Rule 2.4
(1)
					 Pursuant to section 203 of the act, MCL 451.2203, sales of certificates of
					 interest; participation in oil, gas, or mining titles or leases; payments out
					 of production under such titles or leases; or of other securities relating to
					 oil, gas, or mining ventures are exempt from registration requirements of
					 section 301 of the act, MCL 451.2301, when the offers or sales are made to any
					 of the following:
(a) Persons who are engaged
					 on a full-time basis in the business of exploring for, or the producing,
					 transporting, or refining of, oil, gas, or other minerals; buying, selling, and
					 trading of oil, gas, or mining titles or leases; payments out of production
					 under such titles or leases; or in any combination of the foregoing businesses
					 and who have at least 3 years of experience in any such business or combination
					 thereof.
(b) Corporations or any
					 subsidiaries of such corporations, any of the stock of which is listed on the
					 New York stock exchange or the American stock exchange, that are engaged in any
					 business specified in subdivision (a) of this subrule, or combination thereof,
					 as a principal line of business.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 2 - EXEMPTIONS FROM REGISTRATION OF SECURITIES › Section R. 451.2.5 - Purchaser

Current through Vol. 24-12, July 15, 2024
Rule 2.5. For purposes of section 202(1)(n) of the act,
						MCL 451. 2202(1)(n), a natural person, spouse, and minor children residing in
						the same household, together with any revocable grantor trusts, individual
						retirement accounts, health savings accounts, or similar accounts for which any
						of them is the grantor, trustee, or sole beneficiary, is considered as 1
						purchaser.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.1 - Notice filing

Current through Vol. 24-12, July 15, 2024
Rule 3.1. A notice filing for a security issued by an
						investment company that is a federal covered security as defined in section
						18(b)(2) of the securities act of 1933,
						15 U.S.C.
						§
												77r, that is not otherwise exempt
						under sections 201 to 203 of the act, MCL 451.2201 to 451.2203, includes the
						following, as applicable:
(a) Before
					 the initial offer of a federal covered security in this state all of the
					 following:
(i) All records that are part of a
					 federal registration statement filed with the SEC under the securities act of
					 1933,
					 15
					 U.S.C. §
													77a et seq.
(ii) NASAA form U-2 consent to service of
					 process signed by the issuer.
(iii)
					 NASAA form NF uniform investment company notice filing form.
(iv) A nonrefundable filing fee of
					 $500.00.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.2 - State securities registrations and notice filings

Current through Vol. 24-12, July 15, 2024
Rule 3.2.
(1)
					 Pursuant to section 302 of the act, MCL 451.2302, the administrator designates
					 the EFD to be authorized pursuant to subrule (2) of this rule to receive and
					 store securities registrations, exemptions, notice filings, and amendments and
					 collect related fees on behalf of the administrator.
(2) Unless otherwise provided, upon notice
					 under subrule (3) of this rule, filings and related fees shall be filed
					 electronically with and transmitted to the EFD. This requirement may be waived
					 by the administrator.
(3)
					 Notwithstanding subrule (2) of this rule, the electronic filing of documents
					 and the collection of related processing fees is not required until such time
					 as the EFD provides for receipt of such filings and fees and 30 days notice is
					 provided by the administrator. Any documents or fees required to be filed with
					 the administrator that are not permitted to be filed with, or cannot be
					 accepted by, the EFD system must be filed directly with the administrator, or
					 the administrators designee.
(4) A
					 duly authorized person of the issuer shall affix his or her electronic
					 signature to the filing by typing his or her name in the appropriate fields and
					 submitting the filing to EDGAR. Submission of a filing in this manner shall
					 constitute irrefutable evidence of legal signature by any individual whose name
					 is typed on the filing.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.3 - Small corporate offering registration, SCOR

Current through Vol. 24-12, July 15, 2024
Rule 3.3.
(1)
					 This rule offers issuers an optional method of registration pursuant to the
					 provisions of section 304 of the act, MCL 451.2304, for corporations or
					 manager-managed limited liability companies issuing securities that are exempt
					 from registration under the federal exemption, regulation D,
					 17
					 C.F.R. §
												230.504, or pursuant to the
					 provisions of section 3(a)(11) of the securities act of 1933,
					 15 U.S.C. §
												77c(a)(11). Issuers eligible
					 for this method of registration shall use Form U-7 as the disclosure document
					 for the offering. This method of registration is known as SCOR, as defined in R
					 451.1.1(z).
(2) Both of the
					 following provisions apply to SCOR applications:
(a) Applications must be in compliance with
					 the provisions of this rule; however, the provisions of this rule may be
					 modified or waived by the administrator.
(b) Where individual characteristics of
					 specific offerings warrant modification from the provisions of this rule, they
					 must be accommodated, insofar as possible, while still being consistent with
					 the intent of this rule.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.4 - Registration by qualification; prospectus

Current through Vol. 24-12, July 15, 2024
Rule 3.4.
(1) As
					 a condition of registration by qualification, a prospectus containing the
					 information and records specified in section 304(2) of the act, MCL
					 451.2304(2), must be sent or given by the issuer to each person to whom an
					 offer is made, before or concurrently, with the earliest of any of the
					 following:
(a) The first offer made in a
					 record to the person other than by means of a public advertisement, by or for
					 the account of the issuer or another person on whose behalf the offering is
					 being made, or by an underwriter or broker-dealer that is offering part of an
					 unsold allotment or subscription taken by the person as a participant in the
					 distribution.
(b) The confirmation
					 of a sale made by or for the account of the person.
(c) Payment pursuant to the sale.
(d) Delivery of the security pursuant to the
					 sale.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.5 - Registration by qualification; reports and investigations

Current through Vol. 24-12, July 15, 2024
Rule 3.5
(1) As
					 a condition of registration by qualification, the administrator may require
					 that a report by an accountant, engineer, appraiser or other professional
					 person be filed, and may require that the estimated cost of such report be
					 deposited in advance by the registrant in an escrow account.
(2) The administrator may designate 1 or more
					 employees to investigate the books, records, and affairs of any applicant for
					 registration by qualification and may require the estimated cost of the
					 investigation to be deposited in advance by the applicant in an escrow
					 account.
(3) Unless waived by the
					 administrator in writing, a registrant by qualification shall submit a complete
					 audit report of the issuer covering the last fiscal year that is certified by
					 an independent or certified public accountants.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.6 - Adoption by reference; statements of policy

Current through Vol. 24-12, July 15, 2024
Rule 3.6
(1)
					 Unless waived by the administrator, the administrator shall apply the
					 applicable statement of policy adopted by NASAA when conducting a merit review
					 to determine whether an offering is fair, just, and equitable.
(a) The following statements of policy are
					 incorporated by reference in these rules and made a part of this rule as
					 published by NASAA, 750 First Street, NE, Suite 1140, Washington, DC 20002, and
					 is available for free online at
http://www.nasaa.org
, or from the Michigan
					 department of licensing and regulatory affairs, corporations, securities, and
					 commercial licensing bureau, P.O. Box 30018, Lansing, MI 48909 for a cost as
					 prescribed in R 451.6.2:
(i) "Corporate
					 Securities Definitions", as amended by NASAA on March 31, 2008.
(ii) "Loans and Other Material Affiliated
					 Transactions", as amended by NASAA on March 31, 2008.
(iii) "Options and Warrants", as amended by
					 NASAA on March 31, 2008.
(iv)
					 "Preferred Stock", as amended by NASAA on March 31, 2008.
(v) "Promoters Equity Investment", as amended
					 by NASAA on March 31, 2008.
(vi)
					 "Promotional Shares", as amended by NASAA on March 31, 2008.
(vii) "Risk Disclosure Guidelines", as
					 adopted by NASAA on September 9, 2001.
(viii) "Specificity in Use of Proceeds", as
					 amended by NASAA on March 31, 2008.
(ix) "Underwriting Expenses, Underwriters
					 Warrants, Selling Expenses and Selling Security Holders", as amended by NASAA
					 on March 31, 2008.
(x) "Unsound
					 Financial Condition", as amended by NASAA on March 31, 2008.
(xi) "Unequal Voting Rights", as amended by
					 NASAA on March 31, 2008.
(xii)
					 "Registration of Asset-Backed Securities", as amended by NASAA on May 6,
					 2012.
(xiii) "Mortgage Program
					 Guidelines", as amended by NASAA on May 7, 2007.
(xiv) "Real Estate Programs", as amended by
					 NASAA on May 7, 2007.
(xv) "Real
					 Estate Investment Trusts", as amended by NASAA on May 7, 2007.
(xvi) "Registration of Oil and Gas Programs",
					 as amended by NASAA on May 6, 2012.
(xvii) "Equipment Programs", as amended by
					 NASAA on May 6, 2012.
(xviii)
					 "Commodity Pool Programs", as amended by NASAA on May 6, 2012.
(xix) "Cattle-Feeding Programs", as adopted
					 by NASAA on September 17, 1980.
(xx) "Omnibus Guidelines", as amended by
					 NASAA on May 7, 2007.
(xxi)
					 "Viatical Investment Guidelines", as adopted by NASAA on October 1,
					 2002.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 3 - REGISTRATION OF SECURITIES AND NOTICE FILINGS OF FEDERAL COVERED SECURITIES › Section R. 451.3.7 - Abandonment of registration statement

Current through Vol. 24-12, July 15, 2024
Rule 3.7. The administrator may begin proceedings to deny
						effectiveness of a registration statement under section 306(1) of the act, MCL
						451.2306(1), if the applicant fails to complete or withdraw the application
						within 7 months after the date the application for registration is
						filed.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.1 - Broker-dealer; Canadian exemption

Current through Vol. 24-12, July 15, 2024
Rule 4.1.
(1) A
					 broker-dealer that is registered as a broker-dealer in 1 or more Canadian
					 provinces and that does not have a place of business in this state may effect
					 transactions in securities with or for, or attempt to effect the purchase or
					 sale of any securities by, any of the following:
(a) A resident of 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.
(b) A resident of Canada who is present in
					 this state and whose transactions are in a self-directed, tax-advantaged
					 retirement plan of which the individual is the holder or contributor in
					 Canada.
(c) An individual who is
					 present in this state, with whom the broker-dealer customer relationship arose
					 while the individual was temporarily or permanently a resident of
					 Canada.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.2 - Merger and acquisition broker exemption

Current through Vol. 24-12, July 15, 2024
Rule 4.2.
(1)
					 The following definitions apply for purposes of this rule:
(a) "Control" means the power to directly or
					 indirectly direct the management or policies of a company, whether through
					 ownership of securities, by contract, or otherwise. There is a presumption of
					 control for a person who meets any of the following:
(i) Is a director, general partner, member,
					 or manager of a limited liability company, or officer exercising executive
					 responsibility, or has similar status or functions.
(ii) Has the right to vote 20% or more of a
					 class of voting securities or the power to sell or direct the sale of 20% or
					 more of a class of voting securities.
(iii) In the case of a partnership or limited
					 liability company, has the right upon dissolution to receive, or has
					 contributed, 20% or more of the capital.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.3 - Electronic filing; designated entities

Current through Vol. 24-12, July 15, 2024
Rule 4.3.
(1)
					 The administrator designates both of the following:
(a) The CRD to receive and store filings and
					 collect fees from broker-dealers and agents representing broker-dealers on
					 behalf of the administrator.
(b)
					 The IARD to receive and store filings and collect fees from investment
					 advisers, investment adviser representatives, and federal covered investment
					 advisers on behalf of the administrator.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.5 - Registration exemption for investment advisers to private funds

Current through Vol. 24-12, July 15, 2024
Rule 4.5.
(1)
					 This rule takes effect 365 days after the rule set has been filed with the
					 secretary of state.
(2) As used in
					 this rule, "venture capital fund" means a private fund that meets the
					 definition of a venture capital fund in SEC rule 203(l)-1, 17 C.F.R. §
					 275.203(l)-1.
(3) Subject to the
					 additional requirements of subrule (4) of this rule, a private fund adviser
					 formed or domiciled in this state, and a private fund adviser not domiciled in
					 this state but offering its fund securities to Michigan residents, is exempt
					 from the registration requirements of section 403 of the act, MCL 451.2403, if
					 the private fund adviser satisfies both of the following conditions:
(a) Neither the private fund adviser nor any
					 of its advisory affiliates are subject to a disqualification as described in
					 SEC rule 506(d)(1) of SEC regulation D,
					 17
					 C.F.R. §
													230.506(d)(1).
(b) The private fund adviser files with the
					 state each report, and amendments to each report if applicable, that an exempt
					 reporting adviser is required to file with the SEC pursuant to SEC rule 204-4,
					 17 C.F.R. §
													275.204-4.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.6 - Notice filing requirements for federal covered investment advisers

Current through Vol. 24-12, July 15, 2024
Rule 4.6.
(1)
					 Pursuant to section 405 of the act, MCL 451.2405, the notice filing for a
					 federal covered investment adviser must be filed electronically with IARD on an
					 executed Form ADV. A notice filing of a federal covered investment adviser is
					 deemed filed when the fee required by section 410(5) of the act, MCL
					 451.2410(5), and the Form ADV are filed electronically with and accepted by
					 IARD on behalf of this state.
(2)
					 Pursuant to section 405 of the act, MCL 451.2405, the annual renewal of the
					 notice filing for a federal covered investment adviser must be filed
					 electronically with IARD. The renewal of the notice filing for a federal
					 covered investment adviser is deemed filed when the fee required by section
					 410(5) of the act, MCL 451.2410(5), is filed with and accepted by IARD on
					 behalf of the state.
(3) A federal
					 covered investment adviser shall file electronically with IARD, pursuant to the
					 instructions in the Form ADV, any amendments to the federal covered investment
					 advisers Form ADV.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.7 - Application for registration by broker-dealers and agents representing broker-dealers

Current through Vol. 24-12, July 15, 2024
Rule 4.7.
(1)
					 The application for initial registration of a broker-dealer pursuant to section
					 406 of the act, MCL 451.2406, must be made by completing Form BD pursuant to
					 the forms instructions and by filing the form electronically with CRD. The
					 application for initial registration must also include both of the following:
(a) Proof of compliance by the broker-dealer
					 with the examination requirements of R 451.4.9.
(b) The fee required by section 410 of the
					 act, MCL 451.2410.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.9 - Broker-dealer and agents representing broker-dealers examination requirements

Current through Vol. 24-12, July 15, 2024
Rule 4.9.
(1)
					 Unless waived by the administrator, a natural person applicant for initial
					 registration as a broker-dealer or agent shall take and pass, within 2 years
					 immediately preceding the filing date of the application, and as reflected on
					 the records of CRD, both of the following:
(a) Either the uniform securities agent state
					 law examination (S63) or the uniform combined state law examination
					 (S66).
(b) The general securities
					 business examination set forth in paragraph (i) of this subdivision, unless the
					 applicants proposed securities activities will be restricted, in which case the
					 applicant shall be required to take and pass each examination in paragraphs
					 (ii) to (viii) of this subdivision that relates to the applicants proposed
					 securities activities:
(i) The general
					 securities representative examination (S7).
(ii) The investment company products/variable
					 contracts representative examination (S6).
(iii) The direct participation programs
					 representative examination (S22).
(iv) The municipal securities representative
					 examination (S52).
(v) The
					 corporate securities limited representative examination (S62).
(vi) The registered options representative
					 examination (S42).
(vii) The
					 government securities representative examination (S72).
(viii) The private placement representative
					 examination (S82).
(ix) Other
					 examinations as may be applicable to an associated person and his or her
					 activities according to FINRA rules.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.10 - Application for investment adviser registration

Current through Vol. 24-12, July 15, 2024
Rule 4.10
(1)
					 The application for initial registration as an investment adviser pursuant to
					 section 406 of the act, MCL 451.2406, must be made by completing Form ADV
					 pursuant to the form instructions and by filing the form electronically with
					 IARD. The application for initial registration must also include all of the
					 following:
(a) Proof of compliance by the
					 investment adviser with the examination requirements of R 451.4.12.
(b) A copy of the balance sheet for the last
					 fiscal year, and if such balance sheet is as of a date more than 45 days from
					 the date of filing of the application, a balance sheet prepared as set forth in
					 R 451.4.18.
(c) A copy of the
					 surety bond required by R 451.4.14, if applicable and requested by the
					 administrator.
(d) The fee required
					 by section 410 of the act, MCL 451.2410.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.11 - Application for investment adviser representative registration

Current through Vol. 24-12, July 15, 2024
Rule 4.11.
(1)
					 Pursuant to section 406 of the act, MCL 451.2406, the application for initial
					 registration as an investment adviser representative must be made by completing
					 Form U4 pursuant to the form instructions and by filing the Form U4
					 electronically with IARD. The application for initial registration must also
					 include both of the following:
(a) Proof of
					 compliance by the investment adviser representative with the examination
					 requirements of R 451.4.12.
(b) The
					 fee required by section 410 of the act, MCL 451.2410.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.12 - Investment adviser and investment adviser representative examination requirements

Current through Vol. 24-12, July 15, 2024
Rule 4.12.
(1)
					 Unless otherwise waived by the administrator, a natural person investment
					 adviser or investment adviser representative shall take and pass within 2 years
					 immediately preceding the date of the application, as reflected on the records
					 of IARD, either of the following:
(a) The
					 uniform investment adviser state law examination (S65).
(b) The uniform combined state law
					 examination (S66) and the general securities representative examination
					 (S7).
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.13 - Custody prohibitions, limits, and conditions

Current through Vol. 24-12, July 15, 2024
Rule 4.13.
(1)
					 For purposes of this rule, the following definitions apply:
(a) "Custody" means holding, directly or
					 indirectly, client funds or securities, or having any authority to obtain
					 possession of them or the ability to appropriate them. "Custody" includes, but
					 is not limited to, the following circumstances:
(i) Possession of client funds or securities
					 unless received inadvertently and returned to the sender promptly, but in any
					 case within 3 business days of receiving the funds or securities.
(ii) Any arrangement, including a general
					 power of attorney, under which an investment adviser is authorized or permitted
					 to withdraw client funds or securities maintained with a custodian upon the
					 investment advisers instruction to the custodian.
(iii) Any arrangement that gives an
					 investment adviser or its supervised person legal ownership of or access to
					 client funds or securities, which may include an arrangement in which the
					 investment adviser or its supervised person is the trustee of a trust, the
					 general partner of a limited partnership, the managing member of a limited
					 liability company, or a comparable position for a pooled investment
					 vehicle.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.14 - Bonding requirement for certain investment advisers

Current through Vol. 24-12, July 15, 2024
Rule 4.14.
(1)
					 For purposes of this rule, "custody" is defined in R 451.4.13(1)(a) and
					 (b).
(2) Any bond required by this
					 rule must be issued by a company qualified to do business in this state in the
					 form determined by the administrator and shall be subject to the claims of all
					 clients of such investment adviser regardless of the clients state of
					 residence. Both of the following apply:
(a)
					 Every investment adviser registered or required to be registered under the act
					 having custody of or discretionary authority over client funds or securities
					 shall be bonded in an amount determined by the administrator based upon the
					 number of clients and the total assets under management of the investment
					 adviser.
(b) Every investment
					 adviser registered or required to be registered under the act who has custody
					 or discretion of client funds or securities who does not meet the minimum net
					 worth standard in R 451.4.17 shall be bonded in the amount of the net worth
					 deficiency rounded up to the nearest $5,000.00.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.15 - Minimum financial requirements for broker-dealers

Current through Vol. 24-12, July 15, 2024
Rule 4.15.
(1) A
					 broker-dealer registered or required to be registered under the act, shall
					 maintain net capital in such minimum amounts as are designated in SEC rule
					 15c3-1, 17 C.F.R. § 240.15c3-1, promulgated under the securities exchange
					 act of 1934,
					 15 U.S.C. §
												78o, for the activities the broker-dealer
					 shall engage in this state.
(2) The
					 aggregate indebtedness of a broker-dealer to all other persons must not exceed
					 the levels prescribed under SEC rule 15c3-1, 17 C.F.R. § 240.15c3-1,
					 promulgated under the securities exchange act of 1934,
					 15 U.S.C. §
												78o.
(3) If a broker-dealer is an individual, the
					 person shall segregate from personal capital an amount sufficient to satisfy
					 the net capital requirement. The amount so segregated must be utilized solely
					 for the business for which the broker-dealer or Michigan investment market is
					 registered.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.16 - Minimum financial requirements for Michigan investment markets. Rule 4.16

Current through Vol. 24-12, July 15, 2024
(1) A Michigan
					 investment market, registered or required to be registered under the act, shall
					 maintain net capital in such minimum amounts as are designated in SEC rule
					 15c3-1, 17 C.F.R. § 240.15c3-1, promulgated under the securities exchange
					 act of 1934,
					 15 U.S.C. §
												78o, for the activities the Michigan
					 investment market shall engage in this state.
(2) The aggregate indebtedness of a Michigan
					 investment market to all other persons must not exceed the levels prescribed
					 under SEC rule 15c3-1, 17 C.F.R. § 240.15c3-1, promulgated under the
					 securities exchange act of 1934,
					 15 U.S.C. §
												78o.
(3) If a Michigan investment market is an
					 individual, the person shall segregate from personal capital, an amount
					 sufficient to satisfy the net capital requirement. The amount so segregated
					 must be utilized solely for the business for which the Michigan investment
					 market is registered.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.17 - Minimum financial requirements for investment advisers

Current through Vol. 24-12, July 15, 2024
Rule 4.17.
(1)
					 For purposes of this rule "net worth" means an excess of assets over
					 liabilities, as determined by generally accepted accounting principles, but
					 does not include as assets any of the following: prepaid expenses, except as to
					 items properly classified assets under generally accepted accounting
					 principles; deferred charges; goodwill; franchise rights; organizational
					 expenses; patents; copyrights; marketing rights; unamortized debt discount and
					 expense; all other assets of intangible nature; home; home furnishings; an
					 automobile or automobiles; any other personal items not readily marketable in
					 the case of an individual; advances or loans to stockholders and officers in
					 the case of a corporation; and, advances or loans to partners in the case of a
					 partnership.
(2) An investment
					 adviser registered, or required to be registered, under the act who has custody
					 of client funds or securities shall maintain at all times a minimum net worth
					 of $35,000.00 except for the following circumstances:
(a) An investment adviser having custody
					 solely due to direct fee deduction and complying with the terms described under
					 R 451.4.13 and related books and records, as described in R 451.4.24, is not
					 required to comply with the net worth or bonding requirements of this
					 rule.
(b) An investment adviser
					 having custody solely due to advising pooled investment vehicles and complying
					 with the terms described under R 451.4.13 and related books and records, as
					 described in R 451.4.24 is not required to comply with the net worth or bonding
					 requirements of this rule.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.18 - Financial statements

Current through Vol. 24-12, July 15, 2024
Rule 4.18.
(1)
					 Subject to subrule (4) of this rule, financial statements, when they are
					 required to be filed with the administrator pursuant to the act, an
					 administrative rule, or order of the administrator, must consist of a balance
					 sheet, a statement of cash flows, an income statement, and a statement of all
					 shareholders or members equity.
(2)
					 Subject to subrule (4) of this rule, any financial statements required to be
					 filed with the administrator pursuant to any provision of the act,
					 administrative rule, or order of the administrator, must be prepared in
					 accordance with generally accepted accounting principles.
(3) Financial statements must be prepared on
					 a consolidated basis unless otherwise required by the administrator or its
					 designee.
(4) A filer of financial
					 statements may request in writing to be exempt from the requirements of
					 subrules (1), (2), and (3) of this rule. The administrator, upon good cause
					 shown in a request made pursuant to this subrule, may issue an order exempting
					 a filer from the requirements of subrules (1), (2), and (3) of this
					 rule.
(5) The administrator may in
					 its discretion require a filer of financial statements to submit financial
					 statements that have been audited by an independent certified public accountant
					 who shall also issue an opinion on the financial statements.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.19 - Investment adviser brochure

Current through Vol. 24-12, July 15, 2024
Rule 4.19.
(1)
					 Unless otherwise provided in this rule, an investment adviser that is
					 registered, or required to be registered, pursuant to section 403 of the act,
					 MCL 451.2403, shall, pursuant to the provisions of this subrule, furnish each
					 advisory client and prospective advisory client with the following:
(a) 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; a copy of its part 2B brochure supplement for each
					 individual providing investment advice and having direct contact with clients
					 in this state, or exercising discretion over assets of clients in this state,
					 even if no direct contact is involved; a copy of its part 2A appendix 1 wrap
					 fee brochure if the investment adviser sponsors or participates in a wrap fee
					 account; a summary of material changes, which may be included in part 2 of Form
					 ADV or given as a separate document; and such other information as the
					 administrator may require. If investment advice for a client is provided by
					 more than 5 supervised persons, a part 2B brochure supplement for only the 5
					 supervised persons with the most significant responsibility day-to-day advice
					 to the client must be provided.
(b)
					 The brochure must comply with the language, organizational format, and filing
					 requirements specified in the instructions to part 2 of Form ADV.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.20 - Proxy voting

Current through Vol. 24-12, July 15, 2024
Rule 4.20. It is a fraudulent, deceptive, or manipulative
						act, for an investment adviser registered, or required to be registered, under
						section 406 of the act, MCL 451.2406, to exercise voting authority with respect
						to client securities, unless the adviser does all of the following:
(a) Adopts and implements written policies
					 and procedures that are reasonably designed to ensure that the investment
					 adviser votes client securities in the best interest of clients, which
					 procedures must include how the investment adviser will address material
					 conflicts that may arise between the investment adviser and its
					 clients.
(b) Discloses to clients
					 how they may obtain information from the investment adviser about how the
					 investment adviser voted with respect to the clients securities.
(c) Describes to clients the investment
					 advisers proxy voting policies and procedures and, upon request, furnishes a
					 copy of the policies and procedures to the requesting client.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.21 - Investment adviser policies and procedures

Current through Vol. 24-12, July 15, 2024
Rule 4.21.
(1)
					 As used in this rule:
(a) "Access person"
					 means a supervised person of an investment adviser who meets any of the
					 following:
(i) Has access to either nonpublic
					 information regarding a client's purchase or sale of securities or nonpublic
					 information regarding the portfolio holdings of a reportable fund.
(ii) Is involved in making securities
					 recommendations to clients, or who has access to nonpublic
					 recommendations.
(iii) Provides
					 investment advice that is an investment adviser's primary business and is a
					 director, officer, or partner of that business.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.22 - Records required to be maintained by broker-dealers

Current through Vol. 24-12, July 15, 2024
Rule 4.22. A broker-dealer registered, or required to be
						registered, under the act, shall make, maintain, and preserve records in
						compliance with SEC rule 17a-3,
						17
						C.F.R. §
												240.17a-3, and SEC rule 17a-4,
						17
						C.F.R. §
												240.17a-4.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.23 - Records required to be maintained by Michigan investment markets

Current through Vol. 24-12, July 15, 2024
Rule 4.23. A Michigan investment market registered or
						required to be registered under the act, shall make, maintain, and preserve
						records in compliance with SEC rule 17a-3,
						17
						C.F.R. §
												240.17a-3, and SEC rule 17a-4,
						17
						C.F.R. §
												240.17a-4.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.25 - Prohibited practices of investment advisers and investment adviser representatives

Current through Vol. 24-12, July 15, 2024
Rule 4.25
(1)
					 For purposes of subrule (2)(l) of this rule, the following definitions apply:
(a) "Publicly distributed written materials"
					 means written materials that are distributed to 35 or more persons who pay for
					 those materials.
(b) "Publicly made
					 oral statements" means oral statements made simultaneously to 35 or more
					 persons who pay for access to those statements.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.26 - Investment adviser contracts

Current through Vol. 24-12, July 15, 2024
Rule 4.26.
(1)
					 For purposes of this rule, the following definitions apply:
(a) "Assignment," as used in subrule (3)(b)
					 of this rule, includes, but is not limited to, a transaction or event that
					 results in a change to the individuals or entities with the power, directly or
					 indirectly, to direct the management or policies of, or to vote more than 50%
					 of any class of voting securities of, the investment adviser as compared to the
					 individuals or entities that had such power as of the date when the contract
					 was first entered into, extended, or renewed.
(b) "Private investment company" means a
					 company that is defined as an investment company under section 3(a) of the
					 investment company act of 1940,
					 15 U.S.C. §
													80a-3(a), but for the
					 exception provided from that definition by section 3(c)(1) of the investment
					 company act of 1940,
					 15 U.S.C. §
													80A-3.
Michigan Administrative Code › Department - Licensing and Regulatory Affairs › Corporations, Securities, and Commercial Licensing › Securities › Securities › Part 4 - BROKER-DEALERS, AGENTS, INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED INVESTMENT ADVISERS › Section R. 451.4.28 - Use of senior-specific certifications and professional designations

Current through Vol. 24-12, July 15, 2024
Rule 4.28.
(1)
					 The use of a senior-specific certification or designation by a person in
					 connection with the offer, sale, or purchase of securities, or the provision of
					 advice as to the value of or the advisability of investing in, purchasing, or
					 selling securities, either directly or indirectly or through publications or
					 writings, or by issuing or promulgating analyses or reports relating to
					 securities, that indicates or implies that the user has special certification
					 or training in advising or servicing senior citizens or retirees, in such a way
					 as to mislead a person is a dishonest and unethical practice in the securities,
					 commodities, investment, franchise, banking, finance, or insurance business
					 within the meaning of the act. The prohibited use of such certifications or
					 professional designation includes, but is not limited to, the following:
(a) Use of a certification or professional
					 designation by a person who has not actually earned or is otherwise ineligible
					 to use such certification or designation.
(b) Use of a nonexistent or self-conferred
					 certification or professional designation.
(c) Use of a certification or professional
					 designation that indicates or implies a level of occupational qualifications
					 obtained through education, training, or experience that the person using the
					 certification or professional designation does not have.
(d) Use of a certification or professional
					 designation that was obtained from a designating or certifying organization
					 that meets any of the following:
(i) Is
					 primarily engaged in the business of instruction in sales or marketing, or
					 both.
(ii) Does not have reasonable
					 standards or procedures for assuring the competency of its designees or
					 certificants.
(iii) Does not have
					 reasonable standards or procedures for monitoring and disciplining its
					 designees or certificants for improper or unethical conduct.
(iv) Does not have reasonable continuing
					 education requirements for its designees or certificants in order to maintain
					 the designation or certificate.