reglab/statecodes huggingface dataset:
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1500 - MISCELLANEOUS PROVISIONS › Section 06A .1507 - IMPLICATIONS OF REGISTRATION OR EXEMPTION

Current through Register Vol. 39, No. 2, July 15, 2024
The filing of an application for registration, the fact an
					 application has been filed, or the fact a security is effectively registered
					 does not constitute a finding that any document filed under this Chapter is
					 true, complete and not misleading. The fact an exemption is available for a
					 security does not mean the administrator has passed upon the merits of the
					 claim, or recommended or given approval to any person, security or
					 transaction.
Authority
					 G.S.
					 78A-10(a);
					 78A-49(a);
Eff. April 1, 1981;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1500 - MISCELLANEOUS PROVISIONS › Section 06A .1508 - FAILURE TO FURNISH INFORMATION

Current through Register Vol. 39, No. 2, July 15, 2024
Failure to furnish requested information or evidence of
					 compliance and/or the failure of any issuer, dealer, salesman, or interested
					 person to comply with any rule or order:
(1) May result in an application for
				  registration being denied; or
(2)
				  If a registration has been approved, an order of revocation may lie requiring a
				  rescission offer to be made to all purchasers.
Authority
					 G.S.
					 78A-29(b)(2);
					 78A-49(a);
Eff. April 1, 1981;
Amended Eff. January 1, 1984;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1500 - MISCELLANEOUS PROVISIONS › Section 06A .1509 - REPEALED - FORMS (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78A-49;
Eff. April 1,
					 1981;
Amended Eff. September 1, 1990; October 1, 1988; January 1,
					 1984;
Temporary Amendment Eff. October 1, 1997;
Repealed Eff. August 1, 1998.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1500 - MISCELLANEOUS PROVISIONS › Section 06A .1510 - LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS AS SECURITIES

Current through Register Vol. 39, No. 2, July 15, 2024
(a) Membership interests, as defined in
				  G.S.
				  57C-1-03(15), in a limited
				  liability company shall be presumed to be securities within the meaning of
				  G.S.
				  78A-2(11) in either of the
				  following circumstances:
(1) where the
				  articles of organization of the limited liability company provide that all
				  members of the limited liability company are not necessarily managers by virtue
				  of their status as members; or
(2)
				  where all members by virtue of their status as members are managers of the
				  limited liability company and the number of members is greater than
				  15.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1600 - REGISTRATION OF QUALIFIED BUSINESSES › Section 06A .1601-.1604 - EXPIRED

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 105-163.013;
Temporary Rule Eff.
					 January 1, 1988 For a Period of 180 Days to Expire on June 29,
					 1988;
Eff. March 1, 1988;
Amended Eff. April 1, 2003;
					 March 1, 1996; September 1, 1990;
Expired Eff. January 1, 2017
					 pursuant to
					 G.S.
					 150B-21.3A.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1600 - REGISTRATION OF QUALIFIED BUSINESSES › Section 06A .1605 - REPEALED - REPORTING REQUIREMENT/TERMINATION/QUALIFIED INVEST (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Filed as a Temporary
					 Rule Eff. January 1, 1988 For a Period of 180 Days to Expire on June 29,
					 1988;
Authority
					 G.S.
					 105-163.013(a);
Eff. March 1, 1988;
Repealed Eff. March 1,
					 1996.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1600 - REGISTRATION OF QUALIFIED BUSINESSES › Section 06A .1606 - EXPIRED - REPORTING REQUIREMENT/TERMINATION/QUALIFIED INVEST (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Filed as a Temporary
					 Rule Eff. January 1, 1988 for a Period of 180 Days to Expire on June 29,
					 1988;
Authority
					 G.S.
					 105-163.013;
Expired Eff. March
					 1, 1988.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1600 - REGISTRATION OF QUALIFIED BUSINESSES › Section 06A .1607 - EXPIRED - FORMS

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 105-163.013(d);
Eff. September 1, 1990;
Amended Eff. March 1, 1996;
Expired Eff. January 1, 2017 pursuant to
					 G.S.
					 150B-21.3A.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1701 - DEFINITIONS

Current through Register Vol. 39, No. 2, July 15, 2024
For purposes of Chapter 78C of the North Carolina General
					 Statutes and Sections .1700 and .1800 of these Rules, the following definitions
					 shall apply:
(1) "Accountant" shall
				  mean a person who holds himself out to be an "accountant" or a "certified
				  public accountant" as those terms are defined at Section
				  93-1(a) of the
				  North Carolina General Statutes.
(2) "Act" shall mean the North Carolina
				  Investment Advisers Act, Chapter 78C of the North Carolina General Statutes, as
				  may be amended from time to time.
(3) "Dealer" shall have the same meaning as
				  that set forth in Section
				  78A-2(2) of the
				  North Carolina General Statutes.
(4) "Salesman" shall have the same meaning as
				  that set forth in Section
				  78A-2(9) of the
				  North Carolina General Statutes.
(5) "Financial Planner" [as used in
				  G.S.
				  78C-2(1)] includes a person
				  who provides or offers to provide advisory services to clients or to
				  prospective clients regarding the management of their financial resources based
				  on an analysis of individual client needs. The Division hereby incorporates by
				  reference the concepts of "financial planning" found in Section I of SEC
				  Release No. IA-1092, October 8, 1987, 52 F.R. 38400 (CCH Federal Securities Law
				  Reporter 56,156E).
(6) "Holds
				  [oneself] out" [as used in
				  G.S.
				  78C-2(1)] means advertises,
				  announces, represents, communicates, publishes, discloses, or makes known, by
				  any means or manner, that one will provide or is willing to provide the
				  services referred to in
				  G.S.
				  78C-2(1) to other
				  persons.
(7) The performance of
				  investment advisory services is "solely incidental" [within the meaning of
				  G.S.
				  78C-2(1)(c) and (d)] to the
				  practice of a profession or to the conduct of a business when the person
				  performing such services neither makes any charge nor receives any
				  compensation, either direct or indirect, that is properly allocable to his
				  rendering of such services. The Division hereby incorporates by reference the
				  concepts found in Sections II (A)(3) and II (B) of SEC Release IA-1092, October
				  8, 1987, 52 F.R. 38400 (CCH Federal Securities Law Reporter 56,156E).
Authority
					 G.S.
					 78C-30(a);
Temporary Rule Eff. January 2, 1989, for a Period of 180 Days to Expire on June
					 30, 1989;
Eff. February 1, 1989;
Amended Eff. September
					 1, 1990;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1702 - APPLICATION FOR INVESTMENT ADVISER REGISTRATION/NOTICE FILING FOR INVESTMENT ADVISER COVERED UNDER FEDERAL LAW

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The
				  application for initial registration as an investment adviser pursuant to
				  Section 78C-17(a) of the
				  Act shall be made by completing Form ADV (Uniform Application for Investment
				  Adviser Registration) (17
				  C.F.R. 279.1) in accordance with the form
				  instructions and by filing the form with IARD (the Investment Adviser
				  Registration Depository). The initial application shall also include the
				  following:
(1) Proof of compliance by the
				  investment adviser with the examination requirements of Rule .1709;
(2) Such financial statements as set forth in
				  Rule .1708, including at the time of application, a copy of the balance sheet
				  for the last fiscal year, and if such balance sheet is as of a date more than
				  45 days from the date of filing of the application, an unaudited balance sheet
				  prepared as set forth in Rule .1708 as of a date within 45 days of the date of
				  filing;
(3) Evidence of compliance
				  with the minimum financial requirements of Rule .1704;
(4) A copy of the surety bond required by
				  Section 78C-17(e), if
				  applicable upon request of the Administrator;
(5) The fee required by Section
				  78C-17(b) of the
				  Act; and
(6) Any other information
				  the administrator may from time to time require which is relevant to the
				  applicant's qualifications to engage in the business of acting as an investment
				  adviser.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1703 - APPLICATION/INVESTMENT ADVISER REPRESENTATIVE REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The application for initial registration
				  as an investment adviser representative pursuant to Section
				  78C-17(a) of the
				  Act shall be made by completing Form U-4 (Uniform Application for Securities
				  Industry Registration or Transfer) in accordance with the form instructions and
				  by filing the Form U-4 with IARD. The initial application shall include the
				  following:
(1) Proof of compliance by the
				  investment adviser representative with the examination requirements of Rule
				  .1709; and
(2) The fee required by
				  Section 78C-17(b) of the
				  Act.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1704 - MINIMUM FINANCIAL REQUIREMENTS FOR INVESTMENT ADVISERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) Unless an investment adviser posts a bond
				  pursuant to Rule .1705, an investment adviser registered or required to be
				  registered under the Act who has custody of client funds or securities shall
				  maintain at all times a minimum net worth of thirty-five thousand dollars
				  ($35,000.00), and every investment adviser registered or required to be
				  registered under the Act who has discretionary authority over client funds or
				  securities but does not have custody of client funds or securities shall
				  maintain at all times a minimum net worth of ten thousand dollars
				  ($10,000.00).
(b) Unless otherwise
				  exempted, as a condition of the right to continue to transact business in this
				  state, every investment adviser registered or required to be registered under
				  the Act shall by the close of business on the next business day notify the
				  administrator if such investment adviser's total net worth is less than the
				  minimum required. After transmitting such notice, each investment adviser shall
				  file by the close of business on the next business day a written report with
				  the administrator of its financial condition, including the following:
(1) a trial balance of all ledger
				  accounts;
(2) a statement of all
				  client funds or securities which are not segregated;
(3) a computation of the aggregate amount of
				  client ledger debit balances; and
(4) a statement as to the number of client
				  accounts.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1707 - INVESTMENT ADVISER BROCHURE RULE

Current through Register Vol. 39, No. 2, July 15, 2024
(a) General
				  Requirements. Unless otherwise provided in this Rule, an investment adviser,
				  registered or required to be registered pursuant to Section
				  78C-16 of the Act, shall offer
				  and deliver to each advisory client and prospective advisory client a firm
				  brochure and one or more supplement(s) as required by this Section. The
				  brochure and supplement(s) must contain all information required by Part 2 of
				  Form ADV [CFR279.1], and such other information as the Administrator may
				  require by this Section.
(b) Offer
				  and Delivery Requirements.
(1) An investment
				  adviser shall deliver:
(A) The current
				  brochure required by this Section to a client or prospective client,
				  and
(B) The current brochure
				  supplement(s) for each investment adviser representative who will provide
				  advisory services to the client. For purposes of this Section, an investment
				  adviser representative will provide advisory services to a client if the
				  investment adviser representative will:
(i)
				  Regularly communicate investment advice to that client; or
(ii) Formulate investment advice for assets
				  of that client; or
(iii) Make
				  discretionary investment decisions for assets of that client; or
(iv) Solicit, offer or negotiate for the sale
				  of or sell investment advisory services.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1708 - FINANCIAL REPORTING REQUIREMENTS FOR INVESTMENT ADVISERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) Every registered investment adviser who
				  has custody of client funds or securities or who requires payment of advisory
				  fees six months or more in advance and in excess of five hundred dollars
				  ($500.00) per client shall file with the administrator an audited balance sheet
				  as of the end of the investment adviser's fiscal year.
(1) Each balance sheet filed pursuant to this
				  Rule must be:
(A) examined in accordance with
				  generally accepted auditing standards and prepared in conformity with generally
				  accepted accounting principles;
(B)
				  audited by an independent public accountant or an independent certified public
				  accountant; and
(C) accompanied by
				  an opinion of the accountant as to the report of financial position, and by a
				  note stating the principles used to prepare it, the basis of included
				  securities, and any other explanations required for clarity.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1709 - EXAM REQUIRE/INVESTMENT ADVISERS: REPRESENTATIVES

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  Examination Requirements. A person applying to be registered as an investment
				  adviser or investment adviser representative under the Investment Advisers Act
				  shall provide the Administrator with proof that he or she has obtained a
				  passing score on either:
(1) the Uniform
				  Investment Adviser Law Examination (Series 65 Exam); or
(2) the General Securities Representative
				  Examination (Series 7 Exam) and the Uniform Combined State Law Examination
				  (Series 66 Exam).
In the event the applicant for registration as an
					 investment adviser is an entity, rather than an individual, the examination
					 shall be taken on behalf of the applicant by one of its officers, a general
					 partner, a manager, or other managing executive of comparable status and
					 position.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1710 - TERMINATION/WITHDRAWAL/INVESTMENT ADVISER REGISTRATIONS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) Investment advisers. The application for
				  withdrawal of registration as an investment adviser pursuant to Section
				  78C-19(e) of the
				  Act shall be completed by following the instructions on Form ADV-W (Notice of
				  Withdrawal from Registration as Investment Adviser) (17 C.F.R. 279.2) and
				  filed upon Form ADV-W with IARD.
(b) Investment adviser representatives. The
				  application for withdrawal of registration as an investment adviser
				  representative pursuant to Section
				  78C-19(e) of the
				  Act shall be completed by following the instructions on Form U-5 (Uniform
				  Termination Notice for Securities Industry Registration) and filed upon Form
				  U-5 with IARD.
Authority
					 G.S.
					 78C-16(b);
					 78C-19(e);
					 78C-20;
					 78C-30(a);
					 78C-30(b);
Temporary Rule Eff. January 2, 1989 for a Period of 180 Days to Expire on June
					 30, 1989;
Eff. February 1, 1989;
Temporary Amendment
					 Eff. January 14, 2002;
Amended Eff. April 1, 2003;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1711 - EXPIRED - TRANSFER/INVESTMENT ADVISER REPRESENTATIVE'S REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78C-16(a);
					 78C-16(b);
					 78C-17(a);
					 78C-17(b);
					 78C-20: 78C-30(a);
					 78C-30(b);
Temporary Rule Eff. January 2, 1989 for a Period of 180
					 Days to Expire on June 30, 1989;
Eff. February 1, 1989;
Temporary Amendment Eff. January 14, 2002;
Amended Eff. April 1,
					 2003;
Expired Eff. January 1, 2017 pursuant to
					 G.S.
					 150B-21.3A.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1712 - REPEALED - CHANGE OF NAME OF INVESTMENT ADVISER (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78C-17(c);
					 78C-18(d);
					 78C-30(a)(b);
Temporary Rule Eff. January 2, 1989 for a period of 180 days to expire on June
					 30, 1989;
Eff. February 1, 1989;
Temporary Amendment
					 Eff. October 1, 1997;
Amended Eff. August 1, 1998;
Temporary Repeal Eff. January 14, 2002;
Repealed Eff. April 1,
					 2003.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1713 - INVEST ADVISER MERGER/CONSOLIDATION/ACQUISITION/SUCCESSION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) When there is a merger, consolidation,
				  acquisition, succession, or other similar fundamental change in the ownership
				  of a registered investment adviser, the acquiring or successor entity shall
				  file an initial or amended Form ADV, if the acquiring or successor entity
				  intends to engage in business as an investment adviser in this state.
				  Regardless of whether it intends to engage in business as an investment adviser
				  in this state, the acquiring or successor entity shall file the following with
				  the Administrator not later than 30 days after the fundamental change:
(1) if the corporate existence of the
				  acquired registered investment adviser is extinguished upon the effective date
				  of the acquisition, a Form ADV-W, filed by the acquiring or successor entity in
				  the name of the acquired entity, for the purpose of terminating the
				  registration of the acquired entity;
(2) a copy of the corporate or transactional
				  document by which the merger, acquisition, or other fundamental change was
				  effected; and
(3) if the
				  acquisition was effected by means of a transaction in which the corporate
				  structure of the acquired entity was affected, a copy of a certificate of
				  merger or certificate of dissolution or similar certificate, issued by the
				  custodian of corporate records of the state pursuant to whose laws the
				  transaction was effected.
In addition, if the corporate structure of the acquired
					 entity was not extinguished in the course of the acquisition, the acquired
					 entity shall file an amended Form ADV not later than 30 days following the
					 effective date of the acquisition.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1714 - REPEALED - REGISTRATION OF PARTNERS/EXECUTIVE OFFICERS/DIRECTORS (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78C-16(a)(b);
					 78C-17(a);
					 78C-18(b)(d);
					 78C-19(a);
					 78C-30(a)(b);
Temporary Rule Eff. January 2, 1989, for a period of 180 days to expire on June
					 30, 1989;
Eff. February 1, 1989;
Temporary Amendment
					 Eff. October 1, 1997;
Amended Eff. August 1, 1998;
Temporary Repeal Eff. January 14, 2002;
Repealed Eff. April 1,
					 2003.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1715 - INVESTMENT ADVISER REGISTRATION DEPOSITORY

Current through Register Vol. 39, No. 2, July 15, 2024
(a) Use
				  of IARD. Unless otherwise provided, all investment adviser and investment
				  adviser representative applications, amendments, reports, notices, related
				  filings and fees required to be filed with the Administrator pursuant to the
				  rules promulgated under this Act, shall be filed electronically with and
				  transmitted to the Investment Adviser Registration Depository ("IARD") operated
				  by the National Association of Securities Dealers. If in its administration of
				  the IARD, the NASD determines to utilize the Central Registration Depository
				  ("CRD") for applications, amendments, reports, notices, and related filing and
				  fees required of investment adviser representatives, the term "IARD" as used in
				  this Section shall encompass such use of the CRD. The following additional
				  conditions relate to such electronic filings:
(1) Electronic Signature. When a signature or
				  signatures are required by the particular instructions of any filing to be made
				  through IARD, a duly authorized officer of the applicant or the applicant him
				  or herself, as required, shall affix his or her electronic signature to the
				  filing by typing his or her name in the appropriate fields and submitting the
				  filing to IARD.
(2) When filed.
				  Solely for purposes of a filing made through IARD, a document is considered
				  filed with the Administrator when all fees are received and the filing is
				  accepted by IARD on behalf of the State.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1700 - REGISTRATION OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 06A .1716 - EXPIRED - TRANSITION SCHEDULE FOR CONVERSION TO IARD

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78C-20;
					 78C-30;
Temporary
					 Adoption Eff. January 14, 2002;
Eff. April 1, 2003;
Expired Eff. January 1, 2017 pursuant to
					 G.S.
					 150B-21.3A.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1802 - CUSTODY/CLIENT FUNDS OR SECURITIES BY INVESTMENT ADVISERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) It shall be unlawful for any investment
				  adviser to take or have custody of any securities or funds of any client
				  unless:
(1) the investment adviser notifies
				  the administrator in writing that the investment adviser has or may have
				  custody. Such notification may be given on Form ADV;
(2) the securities of each client are
				  segregated;
(3) the following
				  conditions are satisfied:
(A) all client
				  funds are deposited in one or more bank accounts containing only clients'
				  funds,
(B) such account or accounts
				  are maintained in the name of the investment adviser as agent or trustee for
				  such clients, and
(C) the
				  investment adviser maintains a separate record for each such account showing
				  the name and address of the bank where the account is maintained, the dates and
				  amounts of deposits in and withdrawals from the account, and the exact amount
				  of each client's beneficial interest in the account;
(4) immediately after accepting custody or
				  possession of funds or securities from any client, the investment adviser
				  notifies the client in writing of the place where and the manner in which the
				  funds and securities will be maintained and subsequently, if and when there is
				  a change in the place where or the manner in which the funds or securities are
				  maintained, the investment adviser gives written notice thereof to the
				  client;
(5) at least once every
				  three months, the investment adviser sends each such client an itemized
				  statement showing the funds and securities in the investment adviser's custody
				  at the end of such period and all debits, credits and transactions in the
				  client's account during such period; and
(6) at least once every calendar year, an
				  independent certified public accountant verifies all client funds and
				  securities by actual examination at a time chosen by the accountant without
				  prior notice to the investment adviser. A report stating that such accountant
				  has made an examination of such funds and securities, and describing the nature
				  and extent of the examination, shall be filed with the administrator within 30
				  days after each such examination.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1804 - EXEMPTION/SECTION 78C 8(A)(3)/CERTAIN BROKER DEALERS

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  For purposes of this Rule:
(1) "Publicly
				  distributed written materials" means written materials which are distributed to
				  35 or more persons who pay for those materials;
(2) "Publicly made oral statements" means
				  oral statements made simultaneously to 35 or more persons who pay for access to
				  those statements; and
(3)
				  "Investment adviser" shall include an investment adviser covered under federal
				  law as defined in
				  G.S.
				  78C-2(4).
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1806 - TRANSACTIONS DEEMED NOT TO BE ASSIGNMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
For purposes of Section
					 78C-8(c)(2) of
					 the Act, a transaction which does not result in a change of actual control or
					 management of an investment adviser or investment adviser covered under federal
					 law is not an assignment.
Authority
					 G.S.
					 78C-8(c)(2);
					 78C-8(f);
					 78C-30(a);
Temporary Rule Eff. January 2, 1989, for a period of 180 days to expire on June
					 30, 1989;
Eff. February 1, 1989;
Temporary Amendment
					 Eff. October 1, 1997;
Amended Eff. August 1, 1998;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1807 - REQUEST FOR INTERPRETATIVE OPINIONS

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  Requests for interpretative opinions shall be directed to the administrator and
				  shall contain the following:
(1) Specific
				  facts surrounding the proposed transaction in letter form with the identity of
				  the persons involved;
(2) The
				  statutory and/or rule citation upon which the request is based;
(3) Statement of the applicant's requested
				  interpretation supported by appropriate reasoning or justification and
				  applicable case law or administrative opinions or decisions;
(4) Any other relevant information or
				  exhibits that the applicant desires the administrator to consider;
				  and
(5) A fee in the amount of one
				  hundred fifty dollars ($150.00).
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1808 - SUPERVISION OF INVESTMENT ADVISER REPRESENTATIVES

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  An investment adviser shall be responsible for the acts, practices, and conduct
				  of its investment adviser representatives in connection with advisory services
				  until such time as the investment adviser representatives have been properly
				  terminated as provided by Rule .1710.
(b) Every investment adviser shall exercise
				  diligent supervision over the advisory activities of all of its investment
				  adviser representatives.
(c) Every
				  investment adviser representative employed by an investment adviser shall be
				  subject to the supervision of a supervisor designated by such investment
				  adviser. The supervisor may be the investment adviser in the case of a sole
				  proprietor, or a partner, officer, office manager or any qualified investment
				  adviser representative in the case of entities other than sole
				  proprietorships.
(d) As part of its
				  responsibility under this Rule, every investment adviser shall establish,
				  maintain and enforce written procedures, a copy of which shall be kept in each
				  business office, which shall set forth the procedures adopted by the investment
				  adviser, which shall include but not be limited to the following duties imposed
				  by this Rule:
(1) The review and written
				  approval by a designated supervisor of the opening of each new client
				  account;
(2) The frequent
				  examination of all client accounts to detect and prevent irregularities or
				  abuses;
(3) The prompt review and
				  written approval by a designated supervisor of all advisory transactions by
				  investment adviser representatives and of all correspondence pertaining to the
				  solicitation or execution of all advisory transactions by investment adviser
				  representatives;
(4) The prompt
				  review and written approval of the handling of all client complaints.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1809 - REPEALED - PUBLIC INFORMATION (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Filed as a Temporary
					 Rule Eff. January 2, 1989, for a period of 180 days to expire on June 30,
					 1989;
Authority
					 G.S.
					 78C-27(a);
					 78C-30(a);
					 78C-30(g);
					 78C-31(c);
					 132-1;
					 132-1.1;
Eff.
					 February 1, 1989;
Repealed Eff. August 1,
					 1998.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1810 - FORM OF CONSENT TO SERVICE OF PROCESS

Current through Register Vol. 39, No. 2, July 15, 2024
If the filing of a consent to service of process is
					 required by statute or rule, the consent shall name the Secretary of State as
					 service agent and shall be filed using the Uniform Consent to Service of
					 Process (Form U-2) and if applicable, the Uniform Form of Corporate Resolution
					 (Form U-2A). Both Form U-2 and Form U-2A shall be properly signed and
					 acknowledged before a notary.
Authority
					 G.S.
					 78C-30(a);
					 78C-30(b);
					 78C-46(b);
Temporary Rule Eff. January 2, 1989, for a period of 180 days to expire on June
					 30, 1989;
Eff. February 1, 1989;
Pursuant to
					 G.S.
					 150B-21.3A, rule is necessary without
					 substantive public interest Eff. December 6,
					 2016.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1800 - MISCELLANEOUS PROVISIONS INVESTMENT ADVISERS › Section 06A .1811 - REPEALED - FORMS (REPEALED)

Current through Register Vol. 39, No. 2, July 15, 2024
Filed as a Temporary
					 Rule Eff. January 2, 1989, for a period of 180 days to expire on June 30,
					 1989;
Authority
					 G.S.
					 78C-30(a);
					 78C-30(b);
Eff. February 1, 1989;
Amended Eff. September 1, 1990;
Temporary Amendment Eff. October 1, 1997;
Repealed Eff. August 1,
					 1998.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .1900 - REGISTRATION OF ATHLETE AGENTS › Section 06A .1901-1906

Current through Register Vol. 39, No. 2, July 15, 2024
Authority
					 G.S.
					 78C-46(b);
					 78C-72;
					 78C-81;
Eff. March 1,
					 1991;
Amended Eff. September 1, 1995;
Repealed Eff.
					 September 1, 2008.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2001 - PURPOSE

Current through Register Vol. 39, No. 2, July 15, 2024
The purpose of the rules in this Section is to promote the
					 overall economic health of North Carolina by:
(1) facilitating responsible and competitive
				  intrastate capital formation by North Carolina companies through increased
				  availability of financial resources to businesses that might not otherwise have
				  access to capital;
(2) facilitating
				  opportunities for residents of North Carolina to invest in local
				  businesses;
(3) facilitating small
				  intrastate capital securities offerings that use the Internet; and
(4) protecting the investing
				  public.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2002 - SCOPE

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The Secretary of State establishes and
				  enforces the rules in this Section pursuant to the authority delegated by:
(1) the North Carolina PACES Act, S.L.
				  2016-103, the Invest NC Exemption under G.S. 78A; and
(2)
											G.S.
				  78A-45(a).
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2003 - DEFINITIONS

Current through Register Vol. 39, No. 2, July 15, 2024
Except as otherwise provided, the following definitions
					 apply to G.S. 78A-17.1 and this
					 Section:
(1) The definitions in:
(a)
											G.S.
				  78A-2;
(b) Rule .1104 of this Subchapter;
				  and
(c)
											18 NCAC
				  06B .0102.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2004 - EXEMPTION LIMITATIONS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An issuer shall
				  set a target offering amount, a target date, and a minimum offering amount for
				  the securities offering.
(b) An
				  issuer conducting a securities offering shall:
(1) set a target offering amount of no more
				  than two million dollars ($2,000,000) in any 12 consecutive months if its
				  disclosure document includes audited or reviewed financial statements for its
				  most recently completed full fiscal year or the immediately preceding 12
				  months;
(2) set a target offering
				  amount of no more than one million dollars ($1,000,000) in any 12 consecutive
				  months if its disclosure document does not include audited or reviewed
				  financial statements;
(3) set a
				  minimum offering amount that shall be no less than 20 percent of the target
				  offering amount set by the issuer and disclosed in the disclosure document;
				  and
(4) set a target date for the
				  securities offering that shall be no later than 12 months from the date of the
				  Administrator's notice of compliance pursuant to Rule .2015(1) of this
				  Section.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2005 - COUNTING SALES

Current through Register Vol. 39, No. 2, July 15, 2024
Sales by the issuer to its controlling persons, its funding
					 portal, or its registered dealer shall not be included in the calculations of
					 the minimum offering amount or the target offering amount. For purposes of this
					 Rule and Rule .2061, "controlling persons" shall have the meaning set out in
					 G.S.
					 78A-17.1(d).
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2007 - ISSUER FILING REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An
				  issuer shall file the following with the Administrator at least 10 business
				  days before it intends to offer securities pursuant to the Exemption:
(1) a Notice of Intrastate Claim of Exemption
				  Form ("Form NCE") that complies with Rules .2008 and .2009 of this
				  Section;
(2) a disclosure document
				  pursuant to the requirements of Rules .2010 through .2012 of this
				  Section;
(3) the escrow agreement
				  that the issuer proposes to use in connection with the Exemption consistent
				  with the rules in this Section, and any contracts with the escrow agent
				  relating to its administration of the escrow account; and
(4) the nonrefundable fee required by
				  G.S.
				  78A-17.1(g).
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2008 - NOTICE OF INTRASTATE CLAIM OF EXEMPTION FORM REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer shall file with the Administrator an original,
					 legible Form NCE and required attachments. The Form NCE shall include the
					 following:
(1) the issuer's
				  attestation:
(a) to the issuer's name or legal
				  identity, and contact information;
(b) to the issuer's registration with the
				  Secretary of State;
(c) as to the
				  specific federal intrastate offering exemption relied upon;
(d) as to the minimum offering amount, the
				  target offering amount, and target date in accordance with Rule .2004 of this
				  Section;
(e) as to the issuer's
				  commitment that it shall not accept more than five thousand dollars ($5,000)
				  from any single investor in any 12-month period, unless the issuer reasonably
				  believes that the purchaser is an accredited investor;
(f) that the issuer does not fitwithin the
				  exclusions in
				  G.S.
				  78A-17.1(a)(6);
(g) that the issuer is not a company listed
				  or described in Rule .2004(h) of this Section;
(h) as to the absence of disqualification
				  pursuant to
				  G.S.
				  78A-17.1(e) for the issuer
				  or any person affiliated with the issuer or the securities offering;
(i) that the issuer shall comply with Rules
				  .2013 and .2063 of this Section regarding misrepresentations and omissions of
				  material facts in its disclosures to prospective investors andinvestors;
				  and
(j) that the issuer consents to
				  personal jurisdiction of the Administrator over the issuer and consents to
				  service of process as authorized by
				  G.S.
				  78A-63;
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2009 - SIGNING FORM NCE

Current through Register Vol. 39, No. 2, July 15, 2024
The issuer shall sign the Form NCE. The Form NCE shall be
					 legibly signed:
(1) by a person
				  authorized to sign pursuant to
				  G.S.
				  55-1-20 for a domestic or foreign
				  corporation;
(2) by a person
				  authorized to sign pursuant to
				  G.S.
				  55A-1-20 for a domestic or foreign nonprofit
				  corporation;
(3) by all the
				  issuer's managers for a limited liability company; or
(4) by all persons managing the affairs of,
				  or performing similar functions for, an issuer that is not a corporation or a
				  limited liability company.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2010 - CONTENT OF DISCLOSURE DOCUMENT

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer shall prepare and sign a disclosure document with
					 all facts material to a reasonable investor's decision as to whether to invest
					 in the issuer's securities offering. In addition, the disclosure document shall
					 include:
(1) information required by
				  G.S.
				  78A-17.1(a)(5)b. and
				  G.S.
				  78A-17.1(a)(13);
(2) the name, the street address of the
				  issuer's business, and the mailing address, if different, of the issuer's
				  business;
(3) the type of the
				  issuer's business entity, as recognized under North Carolina law. Note:
				  Examples of types of business entities are limited partnerships, corporations,
				  and limited liability companies (LLCs);
(4) a description of the issuer's
				  business;
(5) a description of the
				  history of the issuer's business that includes its three most recent
				  years;
(6) a description of the
				  financial condition of the issuer:
(a) for an
				  issuer with an operating history, the description shall include: liquidity,
				  capital resources, historical results of operations, and whether historical
				  results and cash flows are representative of what investors should expect in
				  the future; or
(b) for an issuer
				  with no operating history, the description shall include planned financial
				  milestones, and operational, liquidity, and other challenges;
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2011 - REQUIRED STATEMENTS TO INCLUDE IN ISSUER DISCLOSURE DOCUMENT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An issuer shall include the legend
				  required by
				  G.S.
				  78A-17.1(a)(7) in its
				  disclosure document as specified by this Rule.
(b) The text of the legend shall be separated
				  into these paragraphs:
(1) "In making an
				  investment decision, investors must rely on their own examination of the issuer
				  and the terms of the offering, including the merits and risks involved. These
				  securities have not been recommended by any federal or state securities
				  commission or regulatory authority. Furthermore, the foregoing authorities have
				  not confirmed the accuracy or determined the adequacy of this document. Any
				  representation to the contrary is a criminal offense."
(2) "These securities are subject to
				  restrictions on transferability and resale and may not be transferred or resold
				  except as permitted under the Securities Act of 1933, as amended, and the
				  applicable state securities laws, pursuant to registration or exemption
				  therefrom. Investors should be aware that they will be required to bear the
				  financial risks of this investment for an indefinite period of time."
The numbers on the paragraphs above do not have to be
					 included when the text of the legend is presented.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2012 - CIRCUMSTANCES WHEN ADDITIONAL DISCLOSURE DOCUMENT CONTENT REQUIRED

Current through Register Vol. 39, No. 2, July 15, 2024
(a) If the issuer has chosen a target
				  offering amount that exceeds one million dollars ($1,000,000) and is no more
				  than two million dollars ($2,000,000), the issuer shall include in its
				  disclosure document a copy of its financial statements for its most recently
				  completed full fiscal year (or the immediately preceding 12 months).
(b) The financial statements shall:
(1) have been audited or reviewed and
				  prepared in accordance with generally accepted accounting principles ("GAAP");
				  and
(2) include:
(A) balance sheets;
(B) comprehensive statement of consolidated
				  income;
(C) statements of cash
				  flows;
(D) statements of changes in
				  stockholders' equity; and
(E) notes
				  to the financial statements.