reglab/statecodes huggingface dataset:
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.040 - Financial Statements

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the content of
				  financial statements filed by persons applying for registration and by persons
				  registered as a broker-dealer or as an investment adviser.
(1) A financial statement shall consist of a
				balance sheet, a profit and loss statement, statement of change in financial
				condition, certified unless otherwise prescribed hereinafter or permitted by
				the commissioner.
(2) Every
				applicant for initial registration as broker-dealer or investment adviser shall
				file a financial statement as follows:
(A) As
				to initial registration as a broker-dealer, the applicant shall file a
				certified financial statement as of a date within thirty (30) days prior to the
				filing; provided if the applicant has been engaged in business one (1) year or
				more, s/he may file a certified financial statement as of the end of his/her
				last fiscal period together with a balance sheet, which need not be certified,
				as of a date within thirty (30) days prior to the filing. If the annual
				financial statement is more than six (6) months old, s/he also shall file a
				semi-annual financial statement, which need not be certified. The semi-annual
				financial statement may consist wholly of a completed FOCUS report for that
				period and a net capital computation (FOCUS Report, Form X-17A-5 (see
				15 CSR
				30-51.020 )), as of the date of the balance sheet
				shall accompany the financial statement; and
(B) As to initial registration as an
				investment adviser, the applicant shall file a verified balance sheet current
				within thirty (30) days prior to filing.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.050 - Net Capital Requirements for Broker- Dealers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the minimum net capital
				  and ratio between net capital and aggregate indebtedness required of registered
				  broker-dealers.
(1) A
				broker-dealer registered or required to be registered under the Missouri
				Securities Act of 2003 (the Act) shall maintain net capital requirements in
				accordance with rule 15c3-1 under the Securities Exchange Act of
				1934.
(2) The commissioner, by
				order, which may apply individually or to a class, may establish a lower net
				capital requirement, a lower cash reserve requirement, or a higher maximum
				ratio of aggregate indebtedness to net capital either unconditionally or upon
				special terms or conditions, for a broker-dealer who satisfies the commissioner
				that because of the special nature of his/her business and his/her financial
				condition and the safeguards that have been established for the protection of
				customers' funds, investors would not be adversely affected.
(3) A broker-dealer not in compliance with
				the aggregate indebtedness, net capital or cash reserve requirements shall
				cease soliciting new business and shall immediately notify the commissioner in
				writing.
(4) For the purposes of
				this rule and to insure uniform interpretation, the terms aggregate
				indebtedness and net capital shall have the respective meanings as defined in
				rule 15c3-1 under the Securities Exchange Act of 1934.
*Original authority: 409.4-411 , RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.060 - Broker-Dealer Notice of Net Capital Deficiency

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule requires broker-dealers to furnish
				  the commissioner notice of impending net capital deficiency, and announces the
				  commissioner, once a year and without prior notice, may require all registered
				  broker-dealers to furnish a net capital report.
(1) Broker-dealers registered or required to
				be registered under the Missouri Securities Act of 2003 (the Act) whose net
				capital at any time is less than the minimum required by rule 15c3-1 under the
				Securities Exchange Act of 1934 shall give notice and file such reports with
				the commissioner as are required to be given and filed with the Securities and
				Exchange Commission (SEC) under rule 17a-11 of the Securities Exchange Act of
				1934.
*Original authority: 409.4-411 , RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.070 - Minimum Net Worth Requirements for Investment Advisers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This amendment clarifies the applicable net
				  worth requirements for investment advisers domiciled in other
				  states.
(1) Every investment
				adviser shall have and maintain net worth (assets minus liabilities), to
				include all cash, securities, and tangible assets of not less than five
				thousand dollars ($5,000) except as provided in section (2) of this
				rule.
(2) An investment adviser
				domiciled in another state must only comply with the net worth requirement of
				its home state.
*Original authority: 409.4-411 , RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.075 - Trusted Contact Requirements for Investment Advisers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule requires investment advisers to
				  inform clients of their ability to provide a trusted contact and to maintain
				  trusted contact information.
(1) Every investment adviser, upon entering
				into a written agreement with a client, shall inform the client that they may
				provide trusted contact person information to the adviser. The adviser shall
				maintain this information with the written agreement.
(2) The client may provide the same trusted
				contact person information to the investment adviser as was provided to the
				custodian of any of the client's accounts in accordance with Financial Industry
				Regulatory Authority (FINRA) Rule 4512.06.
(3) The client may opt not to provide any
				trusted contact person information. If the client opts not to provide this
				information, the investment adviser shall maintain a record of this refusal
				along with or in the written agreement.
(4) The investment adviser or an associated
				investment adviser representative may contact the trusted contact person and
				may disclose information about the client's account to the trusted contact
				person in order to address potential exploitation of the client, the health or
				capacity of the client, or the identity of any family member, legal guardian,
				executor, trustee, or power of attorney of the client.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.080 - Bonds

Current through Register Vol. 49, No. 14, July 15, 2024
(Rescinded February 12, 1987)
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.090 - Segregation of Accounts by Broker-Dealers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the commingling by
				  broker-dealers of their personal funds and securities with those of their
				  customers and provides for the maintenance of separate records.
(1) Every broker-dealer shall at all times
				keep its customers' funds and securities in trust and segregated from its own
				funds and securities; provided, however, that compliance with Securities and
				Exchange Commission rules governing the use, commingling and hypothecation of
				customers' securities and free credit balances shall be deemed compliance with
				this rule.
(2) Every broker-dealer
				which engages in more than one (1) enterprise or activity shall maintain
				separate books of accounts and records relating to its securities business and
				its other businesses and the assets relating to its securities business shall
				not be commingled with those of such other businesses. Every broker-dealer
				shall maintain a clearly defined division among those businesses with respect
				to income and expenses.
*Original authority: 409-4-411 , RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.100 - Custody of Securities or Funds by Investment Advisers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prohibits the custody of clients'
				  securities or funds by registered investment advisers.
PUBLISHER'S NOTE: The secretary of state has
				  determined that the publication of the entire text of the material which is
				  incorporated by reference as a portion of this rule would be unduly cumbersome
				  or expensive. This material as incorporated by reference in this rule shall be
				  maintained by the agency at its headquarters and shall be made available to the
				  public for inspection and copying at no more than the actual cost of
				  reproduction. This note applies only to the reference material. The entire text
				  of the rule is printed here.
(1) Investment advisers may have custody or
				possession of the securities or funds of a client if-
(A) The investment adviser maintains custody
				or possession in accordance with the requirements set forth in 17 CFR
				275.206(4)-2; and
(B) All items
				required to be filed with the U.S. Securities and Exchange Commission (SEC)
				under 17 CFR 275.206(4)-2 are filed, through the Investment Advisor
				Registration Depository (IARD) System, with the commissioner.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.110 - Confirmations

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule requires broker-dealers to confirm
				  transactions in customers' securities.
(1) Confirmations by broker-dealers of all
				purchases and sales of securities and notices of all other debits and credits
				for securities, cash and other items for the account of customers, officers,
				agents, partners and employees shall be given or sent to those persons at or
				before completion of each transaction, disclosing at least the following:
(A) The account for which entered;
(B) Instructions, terms and conditions,
				whether executed or unexecuted;
(C)
				Date of execution of transaction. (Time of trade shall be furnished upon
				request.);
(D) Whether the
				broker-dealer is acting for its own account, as agent for some other person, or
				as an agent for both customer and some other person;
(E) If a broker-dealer is acting as agent for
				the customer, the following additional information or a statement that same
				will be furnished upon request:
1. The name of
				the person from whom the security was purchased, or to whom it was sold, and
				date and time the transaction occurred;
2. Source and amount of commission or
				remuneration received or to be received in connection with that transaction;
				and
(F) Name or
				identification number of agent handling transaction.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.120 - Records Required of Broker-Dealers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This amendment clarifies the applicable
				  federal regulations for broker-dealer recordkeeping
				  requirements.
(1) Every
				broker-dealer registered or required to be registered under the Missouri
				Securities Act of 2003 shall make and maintain records as required for brokers
				or dealers under the rules promulgated under the Securities Exchange Act of
				1934, as amended (
				17
				CFR 240.17a-3 and 17 CFR
				240.17a-4).
*Original authority: 409.4-411 , RSMo 2003 and 409.6-605,
					 RSMo 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.130

Current through Register Vol. 49, No. 14, July 15, 2024
*Original authority: 409.4-411(c), RSMo 2003; 409.6-605,
					 RSMo 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.145 - Compensation Arrangements Involving Investment Advisers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule permits compensation arrangements
				  presently allowed by the United States Securities and Exchange
				  Commission.
(1) Registered
				investment advisers may pay a cash fee to a solicitor who refers business to
				the investment adviser (but does not render any investment advice) as long as
				the solicitor is not subject to a disqualification as set out in section
				409.4-412(d),
				RSMo and the cash fee is paid pursuant to the requirements set out in 17 CFR
				Section 275.206(4)-3.
(2)
				Registered investment advisers may receive performance-based fees (fees based
				upon a share of the capital gains upon, or the capital appreciation of, the
				funds, or any portion of the funds, of a client) provided that the fees are
				charged only to qualified clients, as defined in 17 CFR Section 275.205-3, and
				the fees are fully disclosed in the investment advisory contract.
*Original authority: 409.4-406, RSMo 2003, and 409.6-605,
					 RSMo 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.150 - Records to be Preserved by Investment Advisers

Current through Register Vol. 49, No. 14, July 15, 2024
(Rescinded February 29, 2004)
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.160 - Effectiveness and Post-Effective Requirements

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule specifies when the registration of
				  broker-dealers, agents and investment advisers becomes effective, reports
				  required during effectiveness, and procedures for terminating the effectiveness
				  and effecting withdrawal of registrations.
(1) Pending Applications for Registration.
(A) Effective Date of Registration. If no
				denial order is in effect and no proceeding under section
				409.4-412,
				RSMo is pending, registration shall become effective no later than noon of the
				forty-fifth day after the completed application is filed, unless the applicant
				has agreed to toll the forty-five (45) -day limitation. The forty-five (45)-day
				time period shall begin to run once a completed application, including any
				amendments thereto, is filed with the division. The running of this forty-five
				(45)-day period is tolled during the time a denial order is in effect, a
				proceeding under section
				409.4-412,
				RSMo is pending, or by agreement of the applicant. The running of the
				forty-five (45)-day period shall resume when the denial order is vacated, or
				the proceeding under section
				409.4-412,
				RSMo is no longer pending.
(B)
				Completeness of the Application. An application shall be considered complete
				when an application, including any amendments, has been filed with the
				division. A completed application shall contain comprehensive responses to all
				applicable questions and all attachments and exhibits, as required by the Act
				or these rules.
(C) Summary
				Suspension for Applications.
1. Pursuant to
				section
				409.4-412(f),
				RSMo, the commissioner may summarily suspend
				an application if:
A. The commissioner,
				through the Securities Division staff, is seeking additional information
				regarding and/or relating to the application;
B. A proceeding is pending under section
				409.4-412(a),
				(b), or (c), RSMo; or
C. The applicant is subject to discipline or
				disqualification under the provisions of section
				409.4-412(d),
				RSMo.
2. A summary
				suspension order issued pursuant to subparagraph (1)(C)1.A. shall remain
				pending for thirty (30) days after all requested information has been provided
				and during this time the person subject to the summary suspension order may
				request a hearing.
(D)
				Orders of Cancellation for Incomplete Applications. Any application, the filing
				of which is not complete within a period of one (1) year following the
				application's original filing, shall be presumed subject to the entry of an
				order of cancellation pursuant to section
				409.4-408(e),
				RSMo of the Act.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 51 - Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives › Section 15 CSR 30-51.180 - Exemptions from Registration for Broker-Dealers, Agents, Investment Advisers, and Investment Adviser Representatives

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes exemptions from
				  registration for broker-dealers, agents,investment advisers, and investment
				  adviser representatives
.
(1)
				Canadian Limited Registration Exemption.
(A)
				Broker-Dealer Exemption. A broker-dealer that is registered in Canada and who
				has no office or other physical presence in this state is exempted from
				broker-dealer registration pursuant to section
				409.4-401(d),
				RSMo, provided it complies with the following
				conditions:
1. Registered with or is a member
				of a self-regulatory organization in Canada, stock exchange in Canada, or the
Bureau des services financiers
;
2. Maintains in good standing its provincial
				or territorial registration and its registration with or membership in a
				self-regulatory organization in Canada, stock exchange in Canada, or the
Bureau des services financiers
; and
3. Effects or attempts to effect transactions
				in securities-
A. With or for a person from
				Canada who is temporarily present in this state, with whom the Canadian
				broker-dealer had a bona fide broker-dealer-client relationship before the
				person entered the United States; or
B. With or for a person from Canada who is
				present in this state, whose transactions are in Canadian self-directed tax
				advantaged retirement account of which the person is the holder or
				contributor.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.010 - General Provisions

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes general policies, and
				  the meaning of terms under the Act and under Chapter 52 of the
				  regulations.
(1) Securities
				may be registered by coordination or qualification.
(2) The reference to a registration statement
				being on file for twenty (20) days with the commissioner under section
				409.3-303(c),
				RSMo shall mean twenty (20) business days. The term "business days" would
				exclude weekends and holidays.
(3)
				For purposes of these rules contained in Chapter 52, an issuer in the
				promotional or development stage shall have the same meaning as the term
				"promotional or development stage company" that is defined in the North
				American Securities Administrators Association, Inc. (NASAA) Statement of
				Policy Regarding Corporate Securities Definitions.
*Original authority: 409.3-303, RSMo 2003; 409.3-304, RSMo
					 2003; 409.6-605, RSMo 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.015 - Applications for Registration

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the forms and other
				  documents required with a registration statement of securities, as well as the
				  notifications that need to be provided to the Securities Division
.
(1) Registration by Coordination or
				Qualification. A registration statement to register securities by coordination
				or qualification shall contain the following:
(A) The form U-1 and accompanying documents
				(including subscription agreement);
(B) Two (2) copies of the prospectus,
				including financial statements;
(C)
				All exhibits filed with the U.S. Securities and Exchange Commission in
				connection with the registration statement;
(D) The filing fee and registration fee
				specified in
				15 CSR 30-50.030;
				and
(E) Any additional information
				or documents requested by the Securities Division.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.020 - Prospectus

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the preparation and use
				  of a disclosure document in the offer or sale of registered
				  securities.
(1) Each
				registration statement shall include at least two (2) copies of the prospectus
				to be used in the proposed securities offering.
(2) Form and Content. The prospectus shall be
				prepared using the following forms and shall contain the information specified
				in the forms, together with any additional information the Securities Division
				may require-
(A) Registration by
				Coordination. The prospectus for a securities registration by coordination
				under section
				409.3-303,
				RSMo shall be prepared using the forms required under the Securities Act of
				1933.
(B) Registration by
				Qualification.
1. Other than small company
				offering registrations, the prospectus for a securities registration by
				qualification under section
				409.3-304,
				RSMo shall be prepared using the following forms:
A. Missouri form SR-1, Form of Prospectus for
				Registration of Securities by Qualification (available from the Securities
				Division upon request); or
B. Any
				applicable form under the Securities Act of 1933 that substantially comports
				with the requirements of form SR-1.
2. For small company offering registrations
				pursuant to
				15
				CSR 30-52.275, the prospectus to be used shall be form
				U-7, as adopted and revised by North American Securities Administrators
				Association, Inc. (NASAA) in September 1999.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.025 - Financial Statements

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the general standards
				  for financial statements to be used in a registration
				  statement.
(1) All historical
				financial statements in the registration statement shall be in conformity with
				generally accepted accounting principles (GAAP).
(2) Registration by Coordination. Financial
				statements filed with a registration statement by coordination shall comply
				with the requirements of the United States Securities and Exchange
				Commission.
(3) Registration by
				Qualification. The financial statements filed with a registration statement by
				qualification shall consist of the following:
(A) Audited Balance Sheet. An audited balance
				sheet of the issuer within four (4) months prior to the filing of the
				registration statement;
(B) Audited
				Financial Statements. Audited financial statements that include a balance sheet
				(fiscal year end) and statements of income, cash flows and changes in
				stockholders' equity for the last fiscal year (or such shorter period as the
				issuer has been in business);
(C)
				Reviewed Financial Statements. Reviewed financial statements for the two (2)
				fiscal years preceding the last fiscal year, unless audited financial
				statements are available for those periods. The reviewed financial statements
				shall include a balance sheet (fiscal year end) and statements of income, cash
				flow and changes in stockholders' equity;
(D) Reviewed Interim Financial Statements.
				Reviewed interim financial statements between the close of the last fiscal year
				and the date of the balance sheet. The interim financial statements shall
				include statements of income, cash flow and changes in stockholders'
				equity;
(E) Notes. All financial
				statements shall include applicable notes to the financial statements to
				explain accounting policies and provide other disclosures required by GAAP;
				and
(F) Reports. An auditor's
				report shall be included with the financial statements.
Audited financial statements shall include an unqualified
				  opinion that indicates the financial statements are presented fairly, in all
				  material respects, in conformity with GAAP. A reviewed report shall not be
				  modified for a departure from GAAP.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.100 - Impoundment of Proceeds

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule promotes uniformity with other
				  states and prescribes procedures for impounding proceeds that are obtained from
				  the sale of registered securities.
PUBLISHER'S NOTE: The secretary of state has
				  determined that the publication of the entire text of the material which is
				  incorporated by reference as a portion of this rule would be unduly cumbersome
				  or expensive. Therefore, the material which is so incorporated is on file with
				  the agency who filed this rule, and with the Office of the Secretary of State.
				  Any interested person may view this material at either agency's headquarters or
				  the same will be made available at the Office of the Secretary of State at a
				  cost not to exceed actual cost of copy reproduction. The entire text of the
				  rule is printed here. This note refers only to the incorporated by reference
				  material.
(1) The Securities
				Division hereby incorporates by reference the North American Securities
				Administrators Association, Inc. (NASAA) Statement of Policy Regarding the
				Impoundment of Proceeds, as amended by NASAA on September 28, 1999.
(2) The Securities Division will apply the
				NASAA Statement of Policy Regarding the Impoundment of Proceeds when conducting
				its merit review to determine whether an offering is fair, just and
				equitable.
(3) As a condition of
				registration, the minimum amount of proceeds needed to implement the business
				plan shall be impounded when:
(A) The
				registration is sought by a promotional or developmental stage company that is
				financing an initial or proposed business;
(B) The registration is sought by a company
				in poor financial condition; or
(C)
				The offering is not firmly underwritten.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.120 - Debt Securities

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule promotes uniformity with other
				  states and prescribes standards to be used in connection with the registration
				  of debt securities.
PUBLISHER'S NOTE: The secretary of state has
				  determined that the publication of the entire text of the material which is
				  incorporated by reference as a portion of this rule would be unduly cumbersome
				  or expensive. Therefore, the material which is so incorporated is on file with
				  the agency who filed this rule, and with the Office of the Secretary of State.
				  Any interested person may view this material at either agency's headquarters or
				  the same will be made available at the Office of the Secretary of State at a
				  cost not to exceed actual cost of copy reproduction. The entire text of the
				  rule is printed here. This note refers only to the incorporated by reference
				  material.
(1) The Securities
				Division will apply the North American Securities Administrators Association,
				Inc. (NASAA) Statement of Policy Regarding Debt Securities when conducting a
				merit review of debt offerings to determine whether an offering is fair, just
				and equitable.
(2) The Securities
				Division hereby incorporates by reference the NASAA Statement of Policy
				Regarding Debt Securities, as adopted by NASAA on April 25, 1993.
(3) Development Stage Issuers. The issuance
				of debt securities by an issuer in the promotional or development stage with no
				substantial net earnings from normal business operations during each of its
				last three (3) fiscal years will be viewed by the division as being unfair,
				unjust and inequitable.
(4)
				Suitability.
(A) In establishing standards of
				fairness and equity, the Securities Division has established the following
				investor suitability guidelines for debt offerings registered under the Act:
1. A gross income of forty-five thousand
				dollars ($45,000) and a net worth of forty-five thousand dollars ($45,000)
				(exclusive of home, home furnishings and automobiles); or
2. A net worth of one hundred fifty thousand
				dollars ($150,000) (exclusive of home, home furnishings and automobiles);
				and
3. No more than ten percent
				(10%) of any one (1) Missouri investor's liquid net worth shall be invested in
				the securities being registered with the Securities Division.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.150 - Real Estate Investment Trusts or Other Unincorporated Real Estate Trusts

Current through Register Vol. 49, No. 14, July 15, 2024
(Rescinded February 28, 2003)
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.170 - Certificates of Interest or Participation in Oil or Mining Titles or Leases or in Payments Out of Production Thereunder

Current through Register Vol. 49, No. 14, July 15, 2024
(Rescinded February 11, 1979)
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.200 - Offer of Refund Prior to Registration

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule requires, as a prerequisite to
				  securities registration, that rescission be offered to all investors having a
				  cause of action against the applicant or issuer.
An offer of refund (rescission), pursuant to section
				  409.5-510,
				  RSMo, to each person having a cause of action against the applicant or the
				  issuer, within the meaning of section
				  409.5-509, RSMo,
				  shall be a prerequisite to the registration of securities. A suggested form of
				  offer of refund (rescission) is located at
				  15 CSR
				  30-52.260.
*Original authority: 409.3-306, RSMo 2003; 409.5-501, RSMo
					 2003; 409.5-510, RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.260 - Suggested Form of Offer of Refund (Rescission)

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule suggests a simplified form of
				  rescission offer to be provided to investors.
(1) The sample rescission letter contained in
				this regulation is based upon a violation of section
				409.3-301,
				RSMo but may be adapted for any other violations of the Missouri Securities Act
				of 2003.
(2) The Securities
				Division suggests the following letter be used to offer rescission:
Certified/Return Receipt Requested
Dear Investor:
This letter is to inform you of your rights under the
				  Missouri Securities Act of 2003, Chapter 409, RSMo (the "Act"). The (describe
				  securities) that you were sold constitute "securities" under the Act.
Section 409.3-301, RSMo, requires that any security offered
				  or sold in Missouri must be registered, exempt from registration or a federal
				  covered security. The securities that you purchased were not registered, exempt
				  or federal covered securities. (Include herein any other statutory violation,
				  along with an explanation of the violation).
Section 409.5-509, RSMo, provides that any person who sells a
				  security in violation of section
				  409.3-301,
				  RSMo is liable to the purchaser for the amount of the consideration paid for
				  the security, together with interest of eight percent (8%) per year from the
				  date of purchase, costs and reasonable attorney fees, less the amount of any
				  income received on the security.
This letter is to inform you of these rights and to offer to
				  rescind your securities purchase. Attached is a statement as to whether or not
				  you wish to take advantage of this offer. Please fill out the attached form and
				  return it to this office within thirty (30) days of your receipt of this
				  notice. If you wish to take advantage of the rescission, the amount you
				  originally invested plus eight percent (8%) interest, less any income you
				  received, will be returned to you within ten (10) business days of the receipt
				  of your rescission request. If you do not respond to this offer within thirty
				  (30) days of the date you receive it, your right to rescind your purchase will
				  be extinguished as provided in the Act.
(Name of Issuer)
(Signature)
(Printed Name of Signatory)
I have been informed of my right to rescission under the
				  Missouri Securities Act of 2003 by (name of firm offering rescission). I do/do
				  not (circle one) wish to take advantage of this rescission offer.
(Investor's Signature)
*Original authority: 409.5-509, RSMo 2003; 409.5-510, RSMo
					 2003; 409.6-605, RSMo 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.275 - Small Company Offering Registrations (formerly Missouri Issuer Registration)

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule promotes uniformity with other
				  states and facilitates capital formation for small business
				  owners.
PUBLISHER'S NOTE: The secretary of state has
				  determined that the publication of the entire text of the material which is
				  incorporated by reference as a portion of this rule would be unduly cumbersome
				  or expensive. Therefore, the material which is so incorporated is on file with
				  the agency who filed this rule, and with the Office of the Secretary of State.
				  Any interested person may view this material at either agency's headquarters or
				  the same will be made available at the Office of the Secretary of State at a
				  cost not to exceed actual cost of copy reproduction. The entire text of the
				  rule is printed here. This note refers only to the incorporated by reference
				  material.
(1) The
				commissioner of securities hereby incorporates by reference the North American
				Securities Administrators Association, Inc. (NASAA) Statement of Policy
				Regarding Small Company Offering Registrations (SCOR), as adopted by NASAA, 750
				First Street, NE, Suite 1140, Washington, DC 20002, on April 28, 1996, and
				available at
http://www.nasaa.org/industry-resources/corporation-finance/scor-overview/scor-statement-of-policy/
.
				This rule does not incorporate any subsequent amendments or
				additions.
(2) A registration
				statement to register securities under SCOR shall contain the following:
(A) The form U-1 and accompanying documents
				(including subscription agreement);
(B) Two (2) copies of the prospectus,
				including financial statements;
(C)
				Copies of any documents filed with the U.S. Securities and Exchange Commission
				in connection with the registration statement;
(D) The filing fee and registration fee
				specified in
				15 CSR 30-50.030;
				and
(E) Any additional information
				or documents requested by the Securities Division.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.280 - Withdrawal of a Registration Statement

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes policies and procedures
				  for withdrawing a registration statement prior to
				  effectiveness.
(1) The
				withdrawal of an application (prior to effectiveness) may be issued by the
				commissioner upon the request of the applicant.
(2) The abandonment of an application, where
				there has been no activity on the application by the applicant for a period of
				six (6) months or more, may be considered to signify a request for
				withdrawal.
*Original authority: 409.3-305, RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.300 - Post-Effective Amendments and Notices to a Registration Statement

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes policies and procedures
				  for amending a registration statement.
(1) During the effective period of a
				registration statement, except as mentioned in section
(2) below, the registrant shall notify the
				Securities Division within fifteen (15) business days of the following:
(A) Any change to any of the documents
				contained in the registration statement on file with the Securities
				Division.
(B) Any inaccurate,
				incorrect, or misleading statements contained in the registration
				statement.
(C) Any material change
				relating to the issuer, offering or registration statement that includes, but
				is not limited to, the following:
1. Change
				in issuer's address;
2. Change in
				issuer's law firm or accounting firm;
3. Change in risk factors;
4. Change in the use of proceeds;
5. Change in the underwriting or plan of
				distribution;
6. Change in
				management or control or transactions with management;
7. Change in ownership of principal
				properties;
8. Acquisition,
				revaluation or disposition of principal assets;
9. Legal proceedings, other than in the
				ordinary course of business;
10.
				Defaults upon senior or subordinate securities;
11. Release of securities or funds from
				escrow or impoundment, or modification of escrow arrangements;
12. Issuance, purchase or exercise of
				options;
13. Increase or decrease
				in authorized securities;
14.
				Change in stock transfer agent;
15.
				Change in securities, amount offered, offering price, par value, stock
				dividends or splits, rights of shareholders or matters of vote by security
				holders; and
16. Change in
				financial condition or financial statements, including financial
				forecasts.
(D) Any stop
				order, denial, order to show cause, suspension order, revocation order, consent
				order, cease and desist order, injunction, restraining order, or similar order
				entered or issued by any state, regulatory authority or court, regarding the
				applicant, registrant, issuer, their subsidiaries or affiliates.
(E) Any request by the registrant or issuer
				to any other state or regulatory authority for permission to withdraw any
				application to register the securities covered by the registration statement or
				of any termination by the issuer of the offering in any state where the
				securities are registered.
(F) Any
				other information requested by the Securities Division in connection with the
				offering or the registration statement.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.310 - Report of Completion of a Registration Statement

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the notice to be
				  provided to the Securities Division upon the completion of an offering in
				  Missouri.
(1) Within thirty
				(30) days of the completion of an offering in Missouri, the registrant shall
				provide a written statement to the Securities Division that states the
				following:
(A) The date the offering was
				completed in Missouri; and
(B) The
				number and amount of registered securities sold in Missouri.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.320 - Annual Report for the Renewal of a Registration Statement

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule requires that an annual report be
				  provided to the Securities Division for the renewal of the effective period of
				  a registration statement.
(1)
				To renew a registration statement for an additional year, the registrant shall
				file with the Securities Division a completed form SR-2 within thirty (30) days
				before the anniversary of the effective date of the registration statement in
				Missouri.
(2) The registrant shall
				include a filing fee of one hundred dollars ($100).
*Original authority: 409.3-305, RSMo 2003; 409.6-605, RSMo
					 2003.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 52 - Registration of Securities › Section 15 CSR 30-52.330 - Records to be Preserved by Issuers

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the records to be
				  preserved by issuers who effect sales of registered securities other than
				  through broker-dealers.
(1)
				All issuers who effect sales of registered securities, other than through a
				broker-dealer, shall preserve the following records for at least three (3)
				years following the expiration of the registration:
(A) Copies of all documents contained in the
				registration statement;
(B) Copies
				of all advertisements, including a record of the dates, names and addresses of
				media carrying those advertisements;
(C) Copies of all communications received and
				sent by the issuer pertaining to the offer, sale and transfer of the
				securities, including purchase agreements and confirmations; and
(D) A list of the name, address and telephone
				number of each investor to whom the securities were sold, and for each such
				person, information regarding-
1. The type of
				securities sold;
2. The number and
				amount of securities sold;
3. The
				type of consideration paid; and
4.
				The name of the agent that sold the securities.
Missouri Code of State Regulations › Title 15 - ELECTED OFFICIALS › Division 30 - Secretary of State › Chapter 53 - Sales and Advertising Literature › Section 15 CSR 30-53.010 - Promotional Materials To Be Filed, Permitted Without Filing and Prohibited

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This rule prescribes the requirements for
				  filing sales and advertising literature of the public offering of securities,
				  and the types of advertising that are permitted and those that are
				  prohibited.
(1) Any
				advertisement, display, pamphlet, brochure, letter, article, or communication
				published in any newspaper, magazine or periodical, or script of any recording,
				radio or television announcement, broadcast, or commercial to be used or
				circulated in connection with the sale and promotion of a public offering of
				securities will be subject to the following requirements and restrictions:
(A) All sales and advertising literature and
				promotional material, other than that exempted by the Missouri Securities Act
				of 2003 (the Act) (section
				409.5-504)
				and this rule, shall be governed by the following:
1. The applicant shall file with the
				commissioner, at least five (5) days before its intended dissemination, one (1)
				copy of each item of literature or material;
2. If not disallowed by the commissioner by
				written notice or otherwise within three (3) business days from the date filed,
				the literature or material may be disseminated;
3. No formal approval of the literature or
				material shall be issued by the commissioner; and
4. The disseminator of the literature or
				material shall be responsible for the accuracy and reliability of the
				literature and material, and its conformance with the Act and this
				rule;