reglab/statecodes huggingface dataset:
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.50 - Internet Advertising by Broker-dealers, Investment Advisers, Broker-dealer Agents, Investment Adviser Representatives, and Federal Covered Investment Advisers

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
				Broker-dealers, investment advisers, broker-dealer agents, investment adviser
				representatives, and federal covered investment advisers who use the Internet,
				the World Wide Web, or similar proprietary or common carrier electronic systems
				(collectively described as the "Internet") to disseminate information regarding
				products and services through communications directed generally to anyone
				having access to the Internet and transmitted through posting on bulletin
				boards, displays on home pages or similar methods (hereinafter "Internet
				communications") will not be considered to be transacting business in Iowa
				pursuant to Iowa Code section
				502401.,
				502402.,
				502403.,
				502404.,
				or
				502405.
				based solely on that communication, if:
a. The
				Internet communication contains a legend clearly stating that:
(1) The broker-dealer, investment adviser,
				broker-dealer agent, investment adviser representative, or federal covered
				investment adviser may only transact business in a state if first registered
				pursuant to or excluded or exempt from the state broker-dealer, investment
				adviser, broker-dealer agent, or investment adviser representative registration
				requirements, or federal covered investment adviser notice requirement;
				and
(2) The broker-dealer,
				investment adviser, broker-dealer agent, investment adviser representative, or
				federal covered investment adviser will not effect or attempt to effect
				transactions in securities or render personalized investment advice for
				compensation absent compliance with applicable state broker-dealer, investment
				adviser, broker-dealer agent, or investment adviser representative registration
				requirements, or federal covered investment adviser notice requirement or
				applicable exemption or exclusion;
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.51 - Consent to Service

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Every
				consent appointing the administrator or successor to be an attorney to receive
				service of any lawful process as required by Iowa Code section
				502611.
				shall be properly notarized and shall contain, at a minimum, the following
				information:
a. Name of the
				applicant;
b. Address of the
				applicant;
c. A statement that the
				consent is irrevocable;
d. A
				statement that the consent is valid as to any noncriminal suit, action or
				proceeding against the applicant or the successor, executor or administrator of
				the applicant which arises out of the Act; and
e. A statement that the applicant stipulates
				and agrees that service upon the administrator shall have the same validity as
				if served personally upon the applicant.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.52 - Denial, Suspension or Revocation of Agent or Investment Adviser Representative Registration for Failure to Pay Child Support

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Upon receipt of a certificate of
				noncompliance from the CSRU for default on debts owed to or collected by the
				CSRU, the administrator shall issue a notice to a securities agent or
				investment adviser representative applicant or registrant that any pending
				application for registration will be denied or any current registration will be
				suspended or revoked 30 days after the date of the notice. The notice shall be
				served by restricted certified mail, return receipt requested, or by personal
				service as provided by the Iowa Rules of Civil Procedure, unless the applicant
				or registrant accepts service personally or through authorized
				counsel.
(2) The administrator
				shall provide the applicant or registrant with a copy of the certificate of
				noncompliance and shall provide a notice advising the applicant that:
a. The administrator intends to deny an
				application or to suspend or revoke a registration due to receipt of a
				certificate of noncompliance from the CSRU;
b. The applicant or registrant must contact
				the CSRU to schedule a conference or to otherwise obtain a withdrawal of a
				certificate of noncompliance;
c.
				Unless the CSRU furnishes a withdrawal of a certificate of noncompliance to the
				administrator within 30 days of issuance of the notice, the application shall
				be denied or the registration shall be suspended or revoked;
d. The applicant or registrant does not have
				a right to a hearing before the administrator, but may, pursuant to Iowa Code
				section
				252J9.,
				request a court hearing within 30 days of provision of notice by the
				administrator; and
e. The filing of
				an application for hearing with the district court will stay the proceedings of
				the administrator.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.54 - Denial, Suspension or Revocation of Agent or Investment Adviser Representative Registration for Failure to Pay State Debt

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Upon receipt of a certificate of
				noncompliance from the centralized collection unit of the department of revenue
				(CCU), the administrator shall issue a notice to a securities agent or
				investment adviser representative applicant or registrant that any pending
				application for registration will be denied or any current registration will be
				suspended or revoked 60 days after the date of the notice. The notice shall be
				served by restricted certified mail, return receipt requested, or by personal
				service as provided by the Iowa Rules of Civil Procedure, unless the applicant
				or registrant accepts service personally or through authorized
				counsel.
(2) The administrator
				shall provide the applicant or registrant with a copy of the certificate of
				noncompliance and shall provide a notice advising the applicant that:
a. The administrator intends to deny an
				application or to suspend or revoke a registration due to receipt of a
				certificate of noncompliance from the CCU;
b. The applicant or registrant must contact
				the CCU to schedule a conference or to otherwise obtain a withdrawal of a
				certificate of noncompliance;
c.
				Unless the CCU furnishes a withdrawal of a certificate of noncompliance to the
				administrator within 60 days of issuance of the notice, the application shall
				be denied or the registration shall be suspended or revoked;
d. The applicant or registrant does not have
				a right to a hearing before the administrator, but may file an application for
				hearing in district court pursuant to Iowa Code section
				272D9.;
				and
e. The filing of an application
				for hearing with the district court will stay the proceedings of the
				administrator.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.60 - Notice Filings for Investment Company Securities Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Except as provided in subrule 50.60(5),
				no investment company that is registered under the Investment Company Act of
				1940 or that has a currently filed registration statement under the Securities
				Act of 1933 is required to file with the administrator, either prior to the
				initial offer or after the initial offer in Iowa of a security which is a
				covered security under Section 18(b)(2) of the Securities Act of 1933, a copy
				of any document which is part of a federal registration statement filed with
				the SEC or is part of an amendment to such federal registration
				statement.
(2) Prior to the initial
				offer of a federal covered security in Iowa, an investment company that is
				registered under the Investment Company Act of 1940 or that has filed a
				registration statement under the Securities Act of 1933 shall file with the
				administrator:
a. A notice of filing on Form
				NF;
b. A filing fee; and
c. A consent to service of process.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.61 - Registration of Small Corporate Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Form U-7 may be obtained from the NASAA
				Web site at www.nasaa.org . Form U-7 has been developed under the Small
				Business Investment Incentive Act of 1980 which prescribes state and federal
				cooperation in furthering the policies of the Act: diminishing the burden of
				raising investment capital and minimizing interference with the business of
				capital formation.
(2) To be
				eligible to use Form U-7, the issuer shall comply with each of the following
				requirements:
a. The issuer shall:
(1) Be a corporation or limited liability
				company organized under the laws of the United States or Canada, or any state,
				province, or territory or possession thereof, or the District of Columbia and
				have its principal place of business in one of the foregoing;
(2) Not be subject to the reporting
				requirements of Section 13 or 15(d) of the Securities Exchange Act of
				1934;
(3) Not be an investment
				company registered or required to be registered under the Investment Company
				Act of 1940;
(4) Not be engaged in
				or propose to be engaged in petroleum exploration and production, mining, or
				other extractive industries;
(5)
				Not be a development stage company that either has no specific business plan or
				purpose or has indicated that its business plan is to engage in a merger or
				acquisition with an unidentified company or companies or other entity or
				person; and
(6) Not be disqualified
				under subrule 50.61(3).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.62 - Streamlined Registration for Certain Equity Securities

Current through Register Vol. 47, No. 3, July 24, 2024
(1) An equity security meeting the conditions
				of this rule may be registered pursuant to Iowa Code section
				502303.
				if all of the following conditions are satisfied, unless waived by the
				administrator, and except as provided by subrule 50.62(2):
a. The issuer must be a corporation organized
				under the laws of one of the states or possessions of the United
				States;
b. The offering price for
				common stock, the exercise price if the securities are options, warrants, or
				rights for common stock, or the conversion price if the securities are
				convertible into common stock must be equal to or greater than $5 per
				share;
c. The issuer of the
				security has (or will have upon completion of the offering) total assets
				exceeding $10 million;
d. The
				security will be offered under a firm underwriting;
e. The security is the subject of a
				registration statement filed on Form S-1 or Form SB-2 with the SEC;
				and
f. The registration statement
				filed with the administrator contains audited financial statements for each of
				the two most recently concluded fiscal years of its operations, and the audit
				for the most recent fiscal year does not include an auditor's report expressing
				substantial doubt about the issuer's ability to continue as a going
				concern.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.63 - Registration of Multijurisdictional Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Pursuant to Iowa Code section
				502303(2).,
				oiTerings filed on SEC Form F-7, Form F-8, Form F-9 or Form F-10 sliall become
				effective the later of three days after filing, or the effective date with the
				SEC.
(2) Pursuant to Iowa Code
				section
				502605(3).,
				financial statements and financial information for offerings filed under
				subrule 50.63(1) shall comply with instructions provided with SEC Form F-7,
				Form F-8, Form F-9 or Form F-10.
(3) In a Rights Offering, SEC Form F-7 will
				be accepted in lieu of any state form required to claim an exemption for any
				transaction pursuant to an offer to existing securities holders.
(4) After the SEC has declared effective an
				issuer's Form F-8, Form F-9 or Form F-10 registration statement, a nonissuer
				transaction in any class of the issuer's securities is exempt from
				registration, whether or not the transaction is effected through a
				broker-dealer
This rule is intended to implement Iowa Code sections
				  502.303(2) and 502.605(3).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.64 - Form of Financial Statements

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
				Except as otherwise provided by this rule, the balance sheet, statement of cash
				flows, and statement of income required by Iowa Code section
				502304(2).
"q"
shall be certified by an independent certified public
				accountant who shall also issue an opinion on the financial statements. The
				audit and opinion requirements may be waived by the administrator upon written
				application and for good cause shown.
(2) The balance sheet, statement of cash
				flows, and statement of income provided for compliance with the four-month
				requirement of Iowa Code section
				502304(2).
"q"
need not be certified in accordance with subrule 50.64(1)
				if such certification was submitted for the last fiscal year prior to the
				application and the date of the financial statements subject to certification
				is not more than 12 months prior to the registration date.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.65 - Reports Contingent to Registration by Qualification

Current through Register Vol. 47, No. 3, July 24, 2024
In the administrator's discretion, a registration by
				  qualification statement filed pursuant to Iowa Code section
				  502304.
				  may not become effective until one or both of the following are filed:
1. When the value, after its purchase, of
				certain property does or will constitute a material portion of the assets of
				the issuer or any other person whose financial condition is significant to the
				registration, the report of any appraiser or engineer; and
2. When the ownership of any such property is
				material to the registration, a signed opinion of legal counsel regarding
				ownership of any property.
This rule is intended to implement Iowa Code section
				  502.304(2A).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.67 - Amendments to Registration by Qualification

Current through Register Vol. 47, No. 3, July 24, 2024
A registration statement registered by qualification pursuant
				  to Iowa Code section
				  502304.
				  is presumed to be reasonably current for purposes of Iowa Code section
				  502305(9).
				  if:
1. The issuer notifies the
				administrator in writing of any change in a material fact contained in the
				registration statement no later than 7 days after the issuer learns of the
				change; and
2. The issuer notifies
				the administrator in writing of the results of an annual audit or semiannual
				report no later than 14 days after receiving such audit results or semiannual
				report unless the results constitute a change in material fact subject to the
				provisions of paragraph "I."
This rule is intended to implement Iowa Code section
				  502.305(9).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.68 - Delivery of Prospectus

Current through Register Vol. 47, No. 3, July 24, 2024
As a condition to registration by qualification pursuant to
				  Iowa Code section 502.304, a prospectus containing the information required by
				  Iowa Code section
				  502304(2).
				  shall be delivered to each person to which an offer is made, before or
				  concurrently with the earliest of the following events:
1. The first offer made in a record to each
				person otherwise than by means of a public advertisement, by or for the account
				of the issuer or any other person on whose behalf the offering is made, or by
				any underwriter or broker-dealer offering part of an unsold allotment or
				subscription taken as a participant in the distribution;
2. The confirmation of any sale made by or
				for the account of the person;
3.
				The payment pursuant to any such sale; or
4. The delivery of the security pursuant to
				any such sale.
This rule is intended to implement Iowa Code section
				  502.304(5).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.69 - Advertisements

Current through Register Vol. 47, No. 3, July 24, 2024
(1) The following
				advertising regarding the offer, sale or purchase of any security in Iowa is
				exempt from the filing requirements of Iowa Code section
				502504.:
a. A prospectus published or circulated
				regarding an offering of a security registered pursuant to Iowa Code section
				502303.
				or
				502304.
				that is not yet effective, or an offering of a security for which a notice or
				application for exemption, including the prospectus, has been filed pursuant to
				Iowa Code section
				502201. or
				502202.;
b. Advertising which provides information
				regarding only from whom a prospectus may be obtained, a description of the
				security offered for sale, the price of the security, or the names of
				broker-dealers having an interest in its sale;
c. Advertising published by a registered
				broker-dealer or investment adviser concerning the qualifications or business
				of the registrant, the general advisability of investing in securities or
				market quotations or other factual information relating to particular
				securities or issuers, provided the advertising contains no recommendation
				concerning the purchase or sale of a particular security;
d. Unless specifically requested by the
				administrator, advertising filed with FINRA or that satisfies the requirements
				of Securities Act of 1933 Rules 230.135a, 230.156, or 230.482; and
e. Any other advertising the administrator
				may specify by order
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.70 - Fee for Securities Registration Filings Under Iowa Code Section 502.305

Current through Register Vol. 47, No. 3, July 24, 2024
Except as provided in Iowa Code sections
				  502302(3). and
				  502.304A(3)
"g,"
a person who files a registration statement or
				  a notice filing pursuant to Iowa Code section
				  502305.
				  as amended by 2016 Iowa Acts, House File 2394, section 2, shall pay the
				  following fees:
(1) For the initial
				filing, $400 for one year; and
(2)
				On each anniversary date of the initial filing, an annual renewal fee of $400.
This rule is intended to implement Iowa Code section
				  502.305.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.81 - Notice Filings for Rule 506 Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
An issuer offering a security that is a covered security
				  pursuant to Section 18(b)(4)(F) of the Securities Act of 1933 shall submit no
				  later than 15 days after the first sale of such federal covered security in
				  Iowa an electronic filing and fees through www.efdnasaa.org, under "filers and
				  issuers."
This rule is intended to implement Iowa Code section
				  502.302(3).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.82 - Notice Filings for Agricultural Cooperative Associations

Current through Register Vol. 47, No. 3, July 24, 2024
(1) An agricultural cooperative association
				issuing notes or other evidence of indebtedness shall notify the administrator
				in writing 30 days before the security is initially sold. Notification shall
				include:
a. The name of the issuer, the date
				of organization of the issuer, and the name of a contact person.
b. A description of the class of persons to
				whom the offer of securities will be made. If the offering is being made to
				certain persons or within a specified area, a description of such offerees or
				area shall be included.
c. A
				description of the type of security to be offered which includes information
				regarding interest and interest payment schedules, default, redemption,
				reinvestment, and other facts regarding the rights of holders that the issuer
				deems material to the offering.
d.
				Financial statements of the agricultural cooperative association including a
				balance sheet as of the end of its most recent fiscal year, prepared under
				generally accepted accounting principles and accompanied by an independent
				auditor's report and any other audited financial statements of the association
				that are available. However, if the filing by the agricultural cooperative
				association is made within 90 days of the end of its most recent fiscal year
				and current audited financial statements are not yet available, the filing may
				consist of an audited balance sheet and other available audited financial
				statements for the previous fiscal year, prepared under generally accepted
				accounting principles and accompanied by an independent auditor's report. The
				agricultural cooperative association shall file an audited balance sheet and
				any other available audited financial statements for the most recent fiscal
				year end as soon as they become available, but in no event later than 90 days
				after the end of its fiscal year.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.83 - Unsolicited Order Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Any
				unregistered broker-dealer effecting a transaction under an unsolicited order
				or offer to buy and claiming an exemption from registration based solely upon
				Iowa Code section
				502202(6).
				shall obtain acknowledgment from the customer on or before the settlement date
				of the transaction that the transaction is unsolicited.
(2) The acknowledgment shall take one of the
				following forms:
a. A confirmation statement,
				as required pursuant to subrule 50.83(1), displaying in bold print on the face
				of the statement the words "Unsolicited Order, Notify Immediately if
				Otherwise"; or
b. A signed
				statement from the customer acknowledging that the order was unsolicited and
				containing the name of the customer, the name of the securities involved, the
				number of securities involved in the transaction, the purchase price of the
				securities, the transaction date, and the total dollar amount, including
				commissions paid, of the transaction.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.84 - Solicitation of Interest Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
				An offer, but not a sale, of a security made by or on behalf of an issuer for
				the sole purpose of soliciting an indication of interest in receiving a
				prospectus (or its equivalent) for such security is exempt from registration
				pursuant to Iowa Code section
				502301.
				if:
a. The issuer is or will be a business
				entity organized under the laws of one of the states or possessions of the
				United States or one of the provinces or territories of Canada, is engaged in
				or proposes to engage in a business other than petroleum exploration or
				production or mining or other extractive industries, and is not a blind pool
				offering or other offering for which the specific business or properties cannot
				now be described.
b. The offerer
				intends to register the security in Iowa and conduct its offering pursuant to
				either Regulation A or Rule 504 of Regulation D, as promulgated by the
				SEC.
c. The offerer files with the
				administrator a SOIF along with any other materials to be used to conduct
				solicitations of interest including, but not limited to, the script of any
				broadcast to be made and a copy of any notice to be published no less than ten
				business days prior to the initial solicitation of interest.
d. The issuer files with the administrator
				all amendments to any materials filed pursuant to paragraph
"c
				"
or additional materials it proposes to use in conducting
				solicitations of interest, except for materials provided to a particular
				investor solely pursuant to a request by that investor, no less than five
				business days prior to use.
e. The
				offerer does not use any SOIF, script, advertisement, or other material which
				the administrator has ordered or notified the offerer may not be used for the
				purpose of solicitations of interest.
f. Except for scripted broadcasts and except
				to the extent necessary to obtain information needed to provide a SOIF, the
				offerer does not orally communicate with any prospective investor about the
				contemplated offering unless the investor is provided with the most current
				SOIF at or before the time of the communication or within five days after the
				communication.
g. The offerer does
				not solicit or accept money or a commitment to purchase securities during the
				solicitation of interest period.
h.
				The offerer does not make a sale until at least seven days after delivery to
				the purchaser of a final prospectus or delivery of a preliminary prospectus as
				provided by Iowa Code section
				502202(17)..
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.85 - Internet Offers Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
Offers of securities made by, or on behalf of, issuers on or
				  through the Internet are exempt from registration pursuant to Iowa Code
				  sections
				  502301.
				  and
				  502504.
				  if:
1. The Internet offer states,
				directly or indirectly, that the securities are not being offered to state
				residents; and
2. The Internet
				offer is not specifically directed to any person in Iowa by, or on behalf of,
				the issuer of the securities; and
3. No sales of the issuer's securities are
				made in Iowa as a result of the Internet offering until such time as the
				securities being offered have been registered under Iowa Code sections
				502301.
				and
				502504.,
				and a final prospectus or Form U-7 is delivered to Iowa investors prior to such
				sales, or the issuer qualifies for the exemption provided in Iowa Code section
				502202(13)..
This rule is intended to implement Iowa Code section
				  502.203.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.86 - Denial, Suspension, Revocation, Condition, or Limitation of Limited Offering Transaction Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
The administrator shall view the following as reasons for
				  entering an order under Iowa Code section
				  502204.
				  to deny or revoke an exemption provided under Iowa Code section
				  502202(14).:
1. A public advertisement is used to promote
				the sale of securities for which such exemption is claimed; or
2. The offering is part of a registered
				offering under the Securities Act of 1933. This rule is intended to implement
				Iowa Code section
				502204..
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.87 - Nonprofit Securities Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Church extension funds or similar
				organizations making continuous offerings shall be exempt pursuant to Iowa Code
				section
				502201(7).
"b "
provided the issuer:
a.
				Applies for the exemption;
b. Files
				an offering circular and otherwise substantially complies with the NASAA
				Statement of Policy Regarding Church Extension Funds as adopted by the NASAA
				membership on April 17, 1994, and amended by the NASAA membership on April 18,
				2004, and published in CCH NASAA Reports at paragraph 1951;
c. Files all sales and advertising
				literature;
d. Files a consent to
				service of process;
e. Unless
				disallowed by the administrator within 15 days after the applicant has filed
				the items required by paragraphs 50.87(1)
"a"
to
"d,
				"
is authorized beginning 15 days after the filing is received to sell
				pursuant to the exemption;
f.
				After authorization, may sell securities for a period of 12 months;
				and
g. Upon the expiration of the
				12-month period in paragraph 50.87(1)
'f"
files a renewal
				application that complies with the requirements of this subrule.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.88 - Transactions With Specified Investors

Current through Register Vol. 47, No. 3, July 24, 2024
The administrator grants the exemption for transactions with
				  specified investors to the following persons:
(1) Any director, executive officer, or
				general partner of the issuer of the securities being offered or sold, or any
				director, executive officer, or general partner of a general partner of that
				issuer.
(2) Any natural person
				whose individual net worth, or joint net worth with that person's spouse, at
				the time of the purchase exceeds $1 million, excluding the value of the primary
				residence of the natural person.
(3) Any natural person who had an individual
				income in excess of $200,000 in each of the two most recent years or joint
				income with that person's spouse in excess of $300,000 in each of those years
				and has a reasonable expectation of reaching the same income level in the
				current year.
(4) Any venture or
				seed capital company. For purposes of this subrule, a venture or seed capital
				company is a corporation, partnership or association that has been in existence
				for five years or whose net assets exceed $250,000 and whose primary business
				is investing in developmental stage companies or "eligible small business
				companies" as that term is defined in the regulations of the Small Business
				Administration.
This rule is intended to implement Iowa Code section
				  502.202(13).
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.89 - Designated Securities Manuals

Current through Register Vol. 47, No. 3, July 24, 2024
Nationally recognized securities manuals for purposes of Iowa
				  Code section
				  502202(2).
"d"
include Mergent's Manuals, S & P Capital IQ Standard
				  Corporation Descriptions, Fitch Investment Services, and Best's Insurance
				  Reports, Life-Health.
This rule is intended to implement Iowa Code section
				  502202(2).
"d. "
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.91 - Notice Filing Requirement for Federal Crowdfunding Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
This rule applies to offerings made under 17 CFR Section
				  227, federal Regulation Crowdfunding, General Rules and Regulations, and
				  Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933 (referred to
				  collectively as "federal Regulation Crowdfunding").
(1)
Initial filing.
a. An issuer that offers and sells securities
				in this state in an offering that is exempt under federal Regulation
				Crowdfunding and that either (1) has its principal place of business in this
				state or (2) sells 50 percent or greater of the aggregate amount of the
				offering to residents of this state shall file with the administrator the
				following related to that exempt offering:
(1)
				A completed Uniform Notice of Federal Crowdfunding Offering form (Form U-CF,
				accessible through
http://www.nasaa.org/industry-resources/uniform-forms/
)
				or copies of all documents the issuer filed with the Securities and Exchange
				Commission related to that exempt offering;
(2) If the issuer is not filing on the
				Uniform Notice of Federal Crowdfunding Offering form, a completed consent to
				service of process form (Form U2, accessible through
http://www.nasaa.org/industry-resources/uniform-forms/
);
				and
(3) A filing fee of
				$100.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.92 - Notice Filing Requirement for Regulation a - Tier 2 Offerings

Current through Register Vol. 47, No. 3, July 24, 2024
This rule applies to an issuer offering and selling
				  securities in this state in an offering exempt under Tier 2 of
				  17 CFR Section
				  230251. et seq. ("federal Regulation A") and
				  Sections 18(b)(3) and 18(b)(4) of the Securities Act of 1933:
(1)
Initial filing.
a. An issuer planning to offer and sell
				securities in this state in an offering exempt under Tier 2 of federal
				Regulation A shall submit the following to the administrator at least 21
				calendar days prior to the initial sale in this state:
(1) Either a completed Uniform Notice Filing
				of Regulation A - Tier 2 Offering form (accessible through
http://www.nasaa.org/industry-resources/uniform-forms/
)
				or copies of all documents the issuer filed with the Securities and Exchange
				Commission related to that Tier 2 offering;
(2) If the issuer is not filing on the
				Uniform Notice Filing of Regulation A - Tier 2 Offering form, a completed
				consent to service of process form (Form U2, accessible through
http://www.nasaa.org/industry-resources/uniform-forms/
);
				and
(3) A filing fee of
				$400.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.100 - Fraudulent Practices

Current through Register Vol. 47, No. 3, July 24, 2024
(1) An
				issuer of securities registered under the Act, or any person who is an officer,
				director or controlling person of such issuer, is presumed to employ a "device,
				scheme or artifice to defraud" the purchasers of such securities under Iowa
				Code section
				502501(1). if such
				person applies, authorizes or causes to be applied any material part of the
				proceeds from the sale of such securities in any material way contrary to the
				purposes specified in the prospectus used in offering such securities and not
				reasonably related to the business of the issuer as described in the
				prospectus.
(2) A broker-dealer or
				agent employing one or more of the following practices engages in an "act,
				practice, or course of business which operates or would operate as a fraud"
				under Iowa Code section
				502501(3).:
a. Entering into any security transaction
				with a customer at an unreasonable price or at a price not reasonably related
				to the current market price of the security or receiving an unreasonable
				commission or profit.
b.
				Contradicting or negating the importance of any information contained in a
				prospectus or other offering materials with intent to deceive or mislead or
				using any advertising or sales presentation in a deceptive or misleading
				manner
c. In connection with the
				offer, sale, or purchase of a security, falsely leading a customer to believe
				that the broker-dealer or agent possesses material, nonpublic information
				impacting the value of the security.
d. In connection with the solicitation of a
				sale or purchase of a security, engaging in a pattern or practice of making
				contradictory recommendations to different investors of similar investment
				objectives for some to sell and others to purchase the same security, at or
				about the same time, when the recommendation is not justified by the particular
				circumstances of each investor
e.
				Failing to make a bona fide public offering of all the securities allotted to a
				broker-dealer for distribution by, among other things, (I) transferring
				securities to a customer, another broker-dealer or a fictitious account with
				the understanding that those securities will be returned to the broker-dealer
				or its nominees, or (2) parking or withholding securities.
f. Effecting any transaction in, or inducing
				the purchase or sale of, any security by means of any manipulative, deceptive
				or other fraudulent device or contrivance including, but not limited to, the
				use of "boiler-room" tactics such as repeated or harassing unsolicited
				telephone calls or the use of fictitious or nominee accounts.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.101 - Rescission Offers

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Rescission
				offers made pursuant to Iowa Code section
				502510. shall be
				typed or printed and shall be captioned "RESCISSION OFFER" in boldface print or
				type. The rescission offer shall be delivered to each offeree personally or
				shall be sent by certified mail to the offeree's last-known address and shall
				contain the following information:
a. The name
				of the security which is the subject of the offer
b. A reasonably detailed statement indicating
				why liability under Iowa Code section
				502509. may have
				arisen and fairly and adequately advising the offeree of the offeree's rights
				pursuant to the Act.
c. An offer to
				repurchase the security pursuant to Iowa Code section
				502510(1).
"b "
to
"f, "
as applicable.
d. A statement that the offeree's right to
				bring an action under the Act may be lost unless the offeree accepts the offer
				within 30 days after receiving the offer, or any shorter period, of not less
				than three days, that the administrator, by order, specifies.
e. Sufficient information about the issuer
				and the security offered to permit the offeree to make an informed decision
				regarding acceptance of the rescission offer including, but not limited to,
				information about the issuer's organization and management, its operations and
				plan of business, and its financial condition as shown by a current financial
				statement prepared under generally accepted accounting principles.
f. A form by which the offeree may accept the
				offer and a statement explaining that the offeree may accept the offer by
				returning the form to the offerer at the provided address by first-class mail,
				or any other type of mail.
g. If
				the basis for relief under Iowa Code section
				502510. alleges a
				violation of Iowa Code section
				502509. which
				employed a device, scheme, or artifice to defraud, made an untrue statement of
				material fact necessary in order to make the statement made, in light of the
				circumstances under which it was made, not misleading, or engaged in an act,
				practice, or course of business that operated or would operate as a fraud or
				deceit on another person, in capital letters and boldface type at least as
				large as that used in the body of the printed materials, and placed immediately
				before the signature of the offerer, the following statement:
THIS IS A RESCISSION OFFER MADE PURSUANT TO IOWA CODE SECTION
				  502.510, A COPY OF WHICH IS ON FILE WITH THE IOWA SECURITIES AND REGULATED
				  INDUSTRIES BUREAU. THE BUREAU MAKES NO RECOMMENDATION AS TO WHETHER THE OFFER
				  SHOULD BE ACCEPTED OR REJECTED NOR HAS THE BUREAU PASSED UPON THE ADEQUACY OR
				  ACCURACY OF THIS OFFER.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.102 - Fraudulent, Deceptive or Manipulative Act, Practice, or Course of Business in Providing Investment Advice

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
				It shall constitute a fraudulent, deceptive or manipulative act, practice, or
				course of business for an investment adviser or an investment adviser
				representative acting as principal for such person's own account, knowingly to
				sell any security to or purchase any security from a client or, acting as
				broker for a person other than such client, knowingly to effect any sale or
				purchase of any security for the account of such client, without disclosing to
				such client in writing before the completion of such transaction the capacity
				in which the investment adviser is acting and obtaining the consent of the
				client to such transaction. The prohibitions of this subrule shall not apply to
				any transaction with a customer of a broker-dealer if such broker-dealer is not
				acting as an investment adviser in relation to such transaction.
(2) It shall constitute a fraudulent,
				deceptive or manipulative act, practice, or course of business for an
				investment adviser or an investment adviser representative to fail to disclose
				to any client or prospective client all material facts regarding financial and
				disciplinary information as provided in 17 CFR Section 275.206(4) -4.
(3) Pooled investment vehicles.
a. It shall constitute a fraudulent,
				deceptive, or manipulative act, practice, or course of business within the
				meaning of Iowa Code section
				502502(2).
				for any investment adviser to a pooled investment vehicle to:
(1) Make any untrue statement of a material
				fact or to omit to state a material fact necessary to make the statements made,
				in the light of the circumstances under which they were made, not misleading,
				to any investor or prospective investor in the pooled investment vehicle; or
(2) Otherwise engage in any act,
				practice, or course of business that is fraudulent, deceptive, or manipulative
				with respect to any investor or prospective investor in the pooled investment
				vehicle.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.103 - Investment Advisory Contracts

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
				It is unlawful for any investment adviser to enter into, extend, or renew any
				investment advisory contract unless the contract provides in writing all of the
				following:
a. That the investment adviser
				shall not be compensated on the basis of a share of capital gains or capital
				appreciation of the funds or any portion of the funds of the client.
b. That no assignment of the contract may be
				made by the investment adviser without the consent of the other party to the
				contract.
c. That the investment
				adviser, if a partnership, shall notify the other party to the contract of any
				change in the membership of the partnership within a reasonable time after the
				change.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.110 - Application by Viatical Settlement Investment Contract Issuers and Registration of Agents to Sell Viatical Settlement Investment Contracts

Current through Register Vol. 47, No. 3, July 24, 2024
(1) Under this rule, the term "viatical
				settlement investment contract issuer" includes, but is not limited to, any
				individual, company, corporation or other entity that offers or sells, directly
				or indirectly, viatical settlement investment contracts to investors.
(2) A viatical settlement investment contract
				issuer employing agents in Iowa must make prior application to the
				administrator for this authority. The application shall be made by letter and
				shall include:
a. A statement of the issuer's
				intent to employ agents for the sale of its viatical settlement investment
				contracts; and
b. The name,
				address, social security number and proof of satisfaction of subrule 50.110(3)
				for each agent.
Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.112 - Advertising of Viatical Settlement Investment Contracts

Current through Register Vol. 47, No. 3, July 24, 2024
(1) The issuer and agent shall file all
				viatical settlement investment contract advertisements with the administrator
				at least ten business days prior to the date of use or a shorter period as the
				administrator may permit. The administrator shall mark the advertisements with
				allowance for use or expressly disapprove them during this time frame. The
				advertisement shall not be used in Iowa until a copy thereof, marked with
				allowance for use, has been received from the administrator
(2) Viatical settlement investment contract
				advertisements shall contain no more than the following:
a. The name of the issuer;
b. The address and telephone number of the
				issuer;
c. A brief description of
				the security, including minimum purchase requirements and liquidity
				aspects;
d. If a rate of return is
				advertised, it must be stated as the annual average rate of return, with a
				disclaimer that this is an annual average rate of return, that individual
				investor rates of return will vary based upon the viator's projected and actual
				date of death, and that an annual rate of return on a viatical settlement
				investment contract cannot be guaranteed;
e. The name, address and telephone number of
				the agent of the issuer authorized to sell the viatical settlement investment
				contracts;
f. A statement that the
				advertisement is neither an offer to sell nor a solicitation of an offer to
				purchase and that any offer or solicitation may only be made by providing a
				disclosure document; and
g. How a
				copy of the disclosure document may be obtained.