Ohio Administrative Code › Title 1301:6 - Division of Securities › Chapter 1301:6-3 - Registration of Securities; Licensing › Section 1301:6-3-01 - Definitions

Current through all regulations passed and filed through July 1, 2024
(A) "Having no
			 readily determinable value," as used in division (L)(1) of section 1707.01 of
			 the Revised Code  means any securities not
			 listed on an exchange specified in division (E)(1) of section 1707.02 of the
			 Revised Code or approved by the division in accordance with division (E)(2) of
			 section 1707.02 of the Revised Code or securities not actively traded in the
			 over-the-counter market.
(B) "The
			 distribution by a corporation of its securities," as used in division (K)(1) of
			 section 1707.03 of the Revised Code, includes the distribution on a pro rata
			 basis of shares of a subsidiary to shareholders of the parent
			 corporation.
(C) For the purposes
			 of Chapter 1301:6-3 of the Administrative Code, "division" shall, where the
			 context indicates, mean the Ohio division of securities.
(D) "Institutional investor," as used in
			 division (S) of section 1707.01 of the Revised Code, includes, but is not
			 limited to, "qualified institutional buyer," as that term is defined in 17
			 C.F.R. 230.144A as amended.
(E)
			 "Affiliated," as used in division (B) of section 1707.14 of the Revised Code,
			 shall mean directly or indirectly through one or more intermediaries controlled
			 by or under common control with another person or enterprise. For the purpose
			 of this rule, "control" shall mean the authority to direct or cause the
			 direction of the management and policies of the dealer through ownership, by
			 contract, or otherwise. Without limiting the range of circumstances where
			 persons or entities are determined to be affiliated, it shall be presumed that
			 two or more persons or entities are affiliated when any person or entity is the
			 owner of record or known beneficial owner of ten percent or more of the voting
			 interests of the persons or entities, or when any person or entity is the owner
			 of record or known beneficial owner of ten per cent or more of the voting
			 interests of the dealer.
(F)
			 "Branch Office" as used in paragraphs  (D) and (M) of rule 1301:6-3-15 of the
			 Administrative Code means:
(1) Any location
			 where one or more persons associated with a securities dealer ("associated
			 person(s)") regularly conducts the business of effecting any transactions in,
			 or inducing or attempting to induce the purchase or sale of any security, or is
			 held out as such, excluding:
(a) Any location
			 that is established solely for customer service and/or back office type
			 functions where no sales activities are conducted and that is not held out to
			 the public as a branch office;
(b)
			 Any location that is the associated person's primary residence; provided that:
(i) Only one associated person, or multiple
			 associated persons who reside at that location and are members of the same
			 immediate family, conduct business at the location;
(ii) The location is not held out to the
			 public as an office and the associated person does not meet with customers at
			 the location;
(iii) Neither
			 customer funds nor securities are handled at that location;
(iv) The associated person is assigned to a
			 designated branch office, and such designated branch office is reflected on all
			 business cards, stationery, advertisements and other communications to the
			 public by such associated person;
(v) The associated person's correspondence
			 and communications with the public are subject to the dealer's supervision in
			 accordance with "Financial Industry Regulatory Authority" rule 3010 as
			 amended.
(vi) Electronic
			 communications including but not limited to e-mail are made through the
			 dealer's electronic system;
(vii)
			 All orders are entered through the designated branch office or an electronic
			 system established by the dealer that is reviewable at the branch
			 office;
(viii) Written supervisory
			 procedures pertaining to supervision of sales activities conducted at the
			 residence are maintained by the dealer; and
(ix) A list of the residence locations is
			 maintained by the dealer.
(c) Any location, other than a primary
			 residence, that is used for securities business for less than thirty days in
			 any one calendar year, provided the dealer complies with the provisions of
			 paragraphs (F)(1)(b)(i) to (F)(1)(b)(ix) of this rule;
(d) Any office of convenience, where
			 associated persons occasionally and exclusively by appointment meet with
			 customers, which is not held out to the public as an office, except that where
			 such office of convenience is located on bank premises, signage necessary to
			 comply with paragraph (H) of rule 1301:6-3-15 of the Administrative Code may be
			 displayed and shall not be deemed "holding out" for purposes of this
			 paragraph;
(e) Any location that is
			 used primarily to engage in non-securities activities and from which the
			 associated person(s) effects no more than twenty-five securities transactions
			 in any one calendar year, provided that any advertisement or sales literature
			 identifying such location also sets forth the address and telephone number of
			 the location from which the associated person(s) conducting business at the
			 non-branch locations are directly supervised;
(f) The floor of a registered national
			 securities exchange where a dealer conducts a direct access business with
			 public customers; or
(g) A
			 temporary location established in response to the implementation of a business
			 continuity plan.