reglab/statecodes huggingface dataset:
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.11 - Shelf Registration of Securities

Current through Reg. 49, No. 28; July 12, 2024
(a) Applicability.
(1) This section shall apply to the
				Registration by Coordination in Texas of securities registered with the SEC for
				offer and sale on a delayed or continuous basis under SEC Rule 415
				(17 CFR §
											230.415, as amended).
(2) Each series or takedown requires separate
				registration in Texas, except in the following cases:
(A) where there is disclosure in the
				prospectus that neither the security to be offered nor the selling method to be
				used may be varied from one series or takedown to the next; or
(B) as provided in subsection (b) of this
				section.
(3) Where
				appropriate, the statements of policy in §
										RSA
				113.14(b) of this title
				(relating to Statements of Policy) and other provisions of this chapter will be
				applied.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.12 - Applicability of Statements of Policy to Exempt Offerings

Current through Reg. 49, No. 28; July 12, 2024
This chapter and the statements of policy listed in §
									113.14 of this title (relating to
				  Statements of Policy) do not apply to offerings made pursuant to an exemption
				  under the Exemptions Sections, or an exemption by Board rule pursuant to the
				  Texas Securities Act, §4005.024, or to an offering of federal covered
				  securities, as that term is defined in §
									107.2 of this title (relating to
				  Definitions).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.13 - Multijurisdictional Disclosure System-MJDS Offerings

Current through Reg. 49, No. 28; July 12, 2024
(a) This
				section shall apply to the Registration by Coordination in Texas of securities
				registered with the SEC in accordance with the multijurisdictional disclosure
				system (MJDS) adopted in SEC Release Number 33-6902.
(b) For purposes of the sections in the Act
				concerning Registration by Coordination, MJDS offerings filed on SEC Form F-7,
				Form F-8, or Form F-10, shall become effective the later of three days after
				filing, or the effective date with the SEC, as long as the application for
				registration is filed contemporaneously with the SEC registration application
				in accordance with subsection (b) of §
									113.2 of this title (relating to
				Registration by Qualification or Coordination).
(c) Financial statements and financial
				information for offerings filed under subsection (b) of this section shall
				comply with instructions provided with SEC Form F-7, Form F-8, or Form
				F-10.
(d) In a rights offering, SEC
				Form F-7 will be accepted in lieu of any state form required to claim an
				exemption for any transaction pursuant to an offer to existing securities
				holders.
(e) After the SEC has
				declared effective an issuer's Form F-8 or Form F-10 registration statement, a
				non-issuer transaction in any class of the issuer's securities is exempt from
				registration, whether or not the transaction is effected through a
				broker-dealer.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.14 - Statements of Policy

Current through Reg. 49, No. 28; July 12, 2024
(a) The Securities
				Commissioner, where applicable, will utilize the criteria contained in the
				NASAA Statements of Policy set forth in subsection (b) of this section for
				offerings registering pursuant to the Registration Sections. While applications
				not conforming to a statement of policy shall be looked upon with disfavor,
				where good cause is shown or to protect investors, certain provisions may be
				modified or waived by the Commissioner.
(b) In order to promote uniform regulation,
				the following NASAA Statements of Policy shall apply to the registration of
				securities:
(1) Corporate Securities
				Definitions, as amended by NASAA on May 6, 2018;
(2) Impoundment of Proceeds, as amended by
				NASAA on March 31, 2008;
(3) Loans
				and Other Material Affiliated Transactions, as amended by NASAA on May 6,
				2018;
(4) Options and Warrants, as
				amended by NASAA on March 31, 2008;
(5) Preferred Stock, as amended by NASAA on
				September 11, 2016;
(6) Promoters'
				Equity Investment, as amended by NASAA on September 11, 2016;
(7) Promotional Shares, as amended by NASAA
				on March 31, 2008;
(8) Specificity
				in Use of Proceeds, as amended by NASAA on September 11, 2016;
(9) Underwriting and Selling Expenses,
				Underwriter's Warrants, and Selling Security Holders, as amended by NASAA on
				May 6, 2018;
(10) Unsound Financial
				Condition, as amended by NASAA on May 6, 2018;
(11) Unequal Voting Rights, as amended by
				NASAA on September 11, 2016;
(12)
				Debt Securities, as amended by NASAA on April 25, 1993;
(13) Real Estate Programs, as amended by
				NASAA on May 7, 2007;
(14) Oil and
				Gas Programs, as amended by NASAA on May 6, 2012;
(15) Asset-backed Securities, as amended by
				NASAA on May 6, 2012;
(16)
				Equipment Programs, as amended by NASAA on May 6, 2012;
(17) Real Estate Investment Trusts, as
				amended by NASAA on May 7, 2007;
(18) Mortgage Program Guidelines, as amended
				by NASAA on May 7, 2007;
(19)
				Omnibus Guidelines, as amended by NASAA on May 7, 2007;
(20) Registration of Commodity Pool Programs,
				as amended by NASAA on May 6, 2012; and
(21) Use of Electronic Offering Documents and
				Electronic Signatures, adopted by NASAA on May 8, 2017.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 114 - FEDERAL COVERED SECURITIES › Section 114.1 - Introduction

Current through Reg. 49, No. 28; July 12, 2024
(a) Scope. This chapter covers filings and
				fees required to be paid in connection with the issuance of an authorization to
				offer and sell federal covered securities.
(b) Availability of a corresponding state
				exemption. Except as otherwise provided herein, the filing and fee requirements
				detailed in this chapter do not apply to federal covered securities that are
				exempt from registration pursuant to the Exemptions Sections, or by Board rule
				pursuant to the Texas Securities Act, §4005.024. Transactions in federal
				covered securities may be exempt under any other Board rule or section of the
				Texas Securities Act; however, nothing in this chapter shall act as an
				election. Should for any reason, the offer and sale of federal covered
				securities fail to comply with all of the conditions in this chapter, a person
				may claim the availability of any other applicable exemption. A person,
				claiming an exemption outside this chapter, must comply with all conditions
				associated with that exemption.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 114 - FEDERAL COVERED SECURITIES › Section 114.2 - Definitions

Current through Reg. 49, No. 28; July 12, 2024
The following words and terms, when used in this chapter,
				  shall have the following meanings, unless the context clearly indicates
				  otherwise.
(1) Exemptions
				Sections--Refers to Subchapters A and B of Chapter 4005 of the Texas Securities
				Act.
(2) Federal covered
				securities--Shall have the same meaning as provided in §
									RSA 107.2 of this
				title (relating to Definitions).
(3) Listed securities--The category of
				nationally traded federal covered securities defined in the Securities Act of
				1933, §18(b)(1).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 114 - FEDERAL COVERED SECURITIES › Section 114.3 - Consents to Service of Process

Current through Reg. 49, No. 28; July 12, 2024
(a) Unless otherwise provided in subsection
				(b) of this section, a consent to service of process is required from an issuer
				of federal covered securities that is organized under the laws of any other
				state, territory, or government, or domiciled in any state other than Texas.
				The written consent to service of process must be duly executed by an
				authorized agent of the issuer and irrevocably appoint the Securities
				Commissioner as the issuer's true and lawful attorney upon whom all process may
				be served in any action or proceeding against such issuer arising out of any
				transaction subject to the Texas Securities Act with the same effect as if such
				issuer were organized or created under the laws of Texas and had been lawfully
				served with process therein.
(b)
				The consent to service of process is not required when the notice filing is
				made by a registered dealer acting as a principal in a firm commitment
				underwriting.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 114 - FEDERAL COVERED SECURITIES › Section 114.4 - Filings and Fees

Current through Reg. 49, No. 28; July 12, 2024
(a) Generally.
				Unless otherwise provided in subsection (b) of this section, prior to the
				initial offer of the federal covered securities in this state, the issuer shall
				provide to the Securities Commissioner:
(1) a
				notice filing, consisting of:
(A) page 1 of a
				Form U-1, Uniform Application to Register Securities, with items 1-6 completed,
				or a document providing substantially the same information;
(B) if the issuer is an investment company,
				Form NF, Uniform Investment Company Notice Filing; or
(C) if the issuer is a unit investment trust,
				Form NF may be filed and the payment of the filing fee, set out in paragraph
				(3) of this subsection, paid electronically through the EFD System.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.2 - Application Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Securities dealer application requirements. A complete application consists of
				the following and must be filed in paper form with the Securities Commissioner:
(1) Form BD;
(2) Form U-4 for the designated officer and a
				Form U-4 for each agent to be registered (officers of a corporation or partners
				of a partnership shall not be deemed agents solely because of their status as
				officers or partners);
(3) a copy
				of articles of incorporation, partnership agreement, articles of association,
				trust agreement, or other documents which indicate the form of organization,
				certified by the appropriate jurisdiction or by an officer or partner of the
				applicant;
(4) a balance sheet
				prepared in accordance with United States generally accepted accounting
				principles reflecting the financial condition of the dealer as of a date not
				more than 90 days prior to the date of such filing. The balance sheet should be
				compiled, reviewed, or audited by independent certified public accountants or
				independent public accountants, or must instead be certified by the applicant's
				principal financial officer. If certified by the principal financial officer of
				the applicant, such officer shall make the certification on Form 133.18,
				Certification of Balance Sheet by Principal Financial Officer.
(5) any other information deemed necessary by
				the Securities Commissioner to determine a dealer's financial responsibility or
				a dealer's or agent's business repute or qualifications; and
(6) the appropriate registration
				fee(s).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.3 - Examination

Current through Reg. 49, No. 28; July 12, 2024
(a) Requirement.
(1) To determine the applicant's
				qualifications and competency to engage in the business of dealing in and
				selling securities, the State Securities Board requires a written examination
				on general securities principles and on state securities law. Applicants must
				make a passing score, as determined by the North American Securities
				Administrators Association, FINRA, or the Securities Commissioner, as
				appropriate, on any required examination.
(2) If, at the time the applicant completes
				the examinations required in subsection (b) of this section, the Securities
				Industry Essentials (SIE) examination is coupled with the FINRA general or
				specialized knowledge examination for the registration category sought, the
				applicant must obtain a passing score on the SIE examination.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.4 - Evidences of Registration

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Issuance. An evidence of registration or certificate of registration shall be
				issued for each registered securities dealer reflecting the registered officer
				or partner.
(b) Amendments. Any
				changes in the information reflected on the evidence of registration must be
				submitted to the Securities Commissioner within 30 days of such change. An
				amendment fee, in the amount set forth in the Texas Securities Act, §35,
				is required to amend the evidence of registration.
(c) Successions.
(1) Succession by application.
(A) If a succession results in a surviving
				entity that is not currently registered as a securities dealer, the successor
				entity must file a new application, including the fees, as required in §
											RSA
				115.2 of this title (relating to Application
				Requirements). Such a succession may include, but is not limited to, any of the
				following that results in either a change in control of the beneficial owners,
				or a change in management:
(i) a
				merger;
(ii) a
				consolidation;
(iii) an
				acquisition; or
(iv) a
				reorganization.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.6 - Registration of Persons with Criminal Backgrounds

Current through Reg. 49, No. 28; July 12, 2024
(a) An application for registration may be
				denied, or a registration may be revoked or suspended, if the Securities
				Commissioner finds that the person has been convicted of any felony, or of a
				misdemeanor offense that directly relates to its duties and responsibilities.
				In determining whether a misdemeanor directly relates to such duties and
				responsibilities, the Securities Commissioner shall consider each of the
				following factors:
(1) the nature and
				seriousness of the crime;
(2) the
				relationship of the crime to the purposes for requiring registration of dealers
				and agents;
(3) the extent to which
				the registration applied for might offer an opportunity to engage in further
				criminal activity of the same type as that in which the applicant previously
				had been involved;
(4) the
				relationship of the crime to the ability or capacity required to perform the
				duties and discharge the responsibilities of a registered dealer or agent;
				and
(5) any correlation between the
				elements of the crime and its duties and responsibilities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.7 - Maintenance and Inspection of Records

Current through Reg. 49, No. 28; July 12, 2024
(a) The Securities Commissioner, without
				notice, may inspect a registered dealer as necessary to ensure compliance with
				the Texas Securities Act and Board rules.
(b) The Commissioner or his or her authorized
				representative, during regular business hours, may:
(1) enter the business premises of a
				registered dealer; and
(2) examine
				and copy books and records pertinent to the inspection.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.8 - Fee Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Registration and notice filing fees. Information about registration and notice
				filing fees for original and renewal applications for dealer, agents, officers,
				or partners of a securities dealer is available on the Agency's web site
				located at www.ssb.state.tx.us or by contacting an office of the State
				Securities Board.
(b) Reduced fees
				for certain persons registered in multiple capacities.
(1) In general. A person may request reduced
				fees under paragraph (2) of this subsection, provided they are registered or
				are seeking registration in Texas:
(A) as
				either an agent of a securities dealer or as a sole proprietor securities
				dealer; and
(B) as either an
				investment adviser representative of an investment adviser that has less than
				five investment adviser representatives or as a sole proprietor investment
				adviser with less than five investment adviser representatives.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.9 - Post-Registration Reporting Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a) Each person registered as a securities
				dealer shall report to the Securities Commissioner within 30 days after its
				entry against the registered person or an agent thereof, the matters described
				in this subsection. Likewise, each person registered as an agent of a
				securities dealer shall report to the Commissioner within 30 days after its
				occurrence or entry against the agent the matters described in this subsection.
				The following matters must be reported:
(1)
				any administrative order issued by state or federal authorities, which order:
(A) is based upon a finding that such person
				has engaged in fraudulent conduct; or
(B) was entered after notice and opportunity
				for a hearing, denying, suspending, or revoking the person's registration as a
				dealer, agent, investment adviser, or investment adviser representative, or the
				substantial equivalent of those terms;
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.10 - Supervisory Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Supervisory system. Each dealer shall establish, maintain, and enforce a system
				to supervise the activities of its agents that is reasonably designed to
				achieve compliance with the Texas Securities Act, Board rules, and all
				applicable securities laws and regulations. A dealer's supervisory system shall
				provide, at a minimum, for the following:
(1)
				the establishment and maintenance of written procedures; and
(2) the appointment of one or more registered
				agents to carry out the supervisory responsibilities of the dealer.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.11 - Finder Registration and Activities

Current through Reg. 49, No. 28; July 12, 2024
(a) Prohibited activities. A finder shall
				not:
(1) participate in negotiating any of
				the terms of an investment;
(2)
				give advice to an accredited investor or an issuer regarding the advantages or
				disadvantages of entering into an investment;
(3) conduct due diligence on behalf of a
				potential issuer or potential investor, provide valuation, or provide other
				analysis to an accredited investor or an issuer regarding an
				investment;
(4) advertise to seek
				accredited investors or issuers;
(5) have custody of an accredited investor's
				funds or securities;
(6) serve as
				an escrow agent for the parties; or
(7) disclose information to an accredited
				investor or to an issuer other than the information described in subsections
				(b) and (c) of this section.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.16 - Use of Senior-Specific Certifications and Professional Designations

Current through Reg. 49, No. 28; July 12, 2024
(a) The use of a
				senior specific certification or designation by any person in connection with
				the offer, sale, or purchase of securities, that indicates or implies that the
				user has special certification or training in advising or servicing senior
				citizens or retirees, in such a way as to mislead any person shall be an
				inequitable practice within the meaning of the Texas Securities Act,
				§14.A(3). The prohibited use of such certifications or professional
				designation includes, but is not limited to, the following:
(1) use of a certification or professional
				designation by a person who has not actually earned or is otherwise ineligible
				to use such certification or designation;
(2) use of a nonexistent or self-conferred
				certification or professional designation;
(3) use of a certification or professional
				designation that indicates or implies a level of occupational qualifications
				obtained through education, training, or experience that the person using the
				certification or professional designation does not have; and
(4) use of a certification or professional
				designation that was obtained from a designating or certifying organization
				that:
(A) is primarily engaged in the
				business of instruction in sales and/or marketing;
(B) does not have reasonable standards or
				procedures for assuring the competency of its designees or
				certificants;
(C) does not have
				reasonable standards or procedures for monitoring and disciplining its
				designees or certificants for improper or unethical conduct; or
(D) does not have reasonable continuing
				education requirements for its designees or certificants in order to maintain
				the designation or certificate.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.18 - Special Provisions Relating to Military Applicants

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Definitions. The following words and terms, when used in this section, shall
				have the following meanings, unless the context clearly indicates otherwise.
(1) Current registration--A registration or
				license that is:
(A) issued by another state,
				the District of Columbia, or a territory of the United States that has
				registration requirements that are substantially equivalent to the requirements
				for a Texas registration in the same capacity;
(B) in good standing; and
(C) in the same capacity as the application
				for registration in Texas.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.19 - Texas Crowdfunding Portal Registration and Activities

Current through Reg. 49, No. 28; July 12, 2024
(a) Intrastate
				portal. A Texas crowdfunding portal:
(1) must
				be an entity incorporated or organized under the laws of Texas, authorized to
				do business in Texas, and engaged exclusively in intrastate offers and sales of
				securities in Texas;
(2) must limit
				its activities to operating an Internet website utilized to offer and sell
				securities exempt from registration pursuant to §
										RSA
				139.25 of this title (relating to Intrastate
				Crowdfunding Exemption) and/or § 139.26 of this title (relating to
				Intrastate Crowdfunding Exemption for SEC Rule 147A Offerings); and
(3) does not operate or facilitate a
				secondary market in securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.20 - Texas Crowdfunding Portal Registration and Activities of Small Business Development Entities

Current through Reg. 49, No. 28; July 12, 2024
(a) Definitions.
				The following words and terms, when used in this section, shall have the
				following meanings, unless the context clearly indicates otherwise.
(1) Authorized small business development
				entity--An entity incorporated or organized under the laws of Texas and
				authorized to do business in Texas that is:
(A) a Type A corporation authorized under the
				Texas Local Government Code, Chapter 504;
(B) a Type B corporation authorized under
				Texas Local Government Code, Chapter 505;
(C) a Texas nonprofit organization authorized
				by an agency or authority of the federal government to distribute housing and
				community development block grants;
(D) a Texas municipal corporation;
(E) the Texas Veterans Commission;
				or
(F) a Texas nonprofit community
				development financial institution certified by the Community Development
				Financial Institutions Fund.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.21 - System Addressing Suspected Financial Exploitation of Vulnerable Customers Pursuant to the Texas Securities Act, Section 45

Current through Reg. 49, No. 28; July 12, 2024
(a) System. Each dealer shall establish,
				maintain, and enforce a written system of policies, programs, plans, or
				procedures to address suspected financial exploitation of vulnerable adults.
				The system must be reasonably designed to achieve compliance with the Texas
				Securities Act, Section 45.
(b)
				Reporting. The report of suspected financial exploitation (complaint) required
				by the Texas Securities Act, Section 45.C, must be made in writing to the
				Securities Commissioner. The complaint may be in the form of a letter or
				memorandum and submitted electronically, by facsimile, or any other method
				designed to assure its prompt receipt. A template for submitting the required
				information is available on the website of the Texas State Securities Board.
				The complaint shall include:
(1) the name,
				age, and address of the vulnerable adult;
(2) the name and address of any person
				responsible for the care of the vulnerable adult;
(3) the nature and extent of the condition of
				the vulnerable adult;
(4) the
				basis of the dealer's knowledge; and
(5) any other relevant information.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.22 - Electronic Submission of Forms and Fees

Current through Reg. 49, No. 28; July 12, 2024
(a) This section does not apply to forms or
				fees required by §115.2 of this chapter (relating to Application
				Requirements), to be submitted electronically through the CRD System.
(b) Documents and fees submitted by
				applicants for dealer and agent registration may, at the option of the filer,
				be submitted electronically to the Securities Commissioner.
(c) Filings made and fees paid by dealers and
				agents may be submitted electronically, as the Agency's system is developed to
				accept them.
(d) All electronic
				submissions of forms or fees must be made in accordance with the submission
				procedures set out on the Agency's website (
www.ssb.texas.gov
). Please check the Agency's
				website for a complete list of forms and fees that are currently being accepted
				electronically.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 115 - SECURITIES DEALERS AND AGENTS › Section 115.23 - Notice of Cybersecurity Incident

Current through Reg. 49, No. 28; July 12, 2024
(a) Definitions. The following words and
				terms, when used in this section, shall have the following meanings, unless the
				context clearly indicates otherwise.
(1)
				Cybersecurity incident--
(A) the unauthorized
				acquisition of computerized or electronic data that compromises the security,
				confidentiality, or integrity of sensitive personal information being
				maintained;
(B) an occurrence that
				otherwise jeopardizes the security of the information system or the information
				the system processes, stores or transmits; or
(C) violates the security policies, security
				procedures or acceptable use policies of the information system owner to the
				extent such occurrence results from unauthorized or malicious
				activity.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.2 - Application Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Investment adviser and investment adviser representative application
				requirements. A complete application consists of the following:
(1) items filed electronically via the
				Investment Adviser Registration Depository (IARD), which is jointly operated by
				the North American Securities Administrators Association, Inc. (NASAA), the
				Securities and Exchange Commission (SEC), and Financial Industry Regulatory
				Authority (FINRA) using the applicable uniform forms:
(A) Form ADV;
(B) Form U-4 for the designated officer and a
				Form U-4 for each investment adviser representative or solicitor to be
				registered;
(C) disclosure document
				or Part 2 of Form ADV; and
(D) the
				appropriate registration fee(s).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.3 - Examination

Current through Reg. 49, No. 28; July 12, 2024
(a) Requirement. To
				determine the applicant's qualifications and competency to engage in the
				business of rendering investment advice, the State Securities Board requires
				written examinations. Applicants must make a passing score on any required
				examination.
(b) Examinations
				accepted.
(1) Each applicant for registration
				as an investment adviser or investment adviser representative must pass:
(A) the Uniform Investment Adviser Law
				Examination (the new entry level competency examination, Series 65,
				administered after December 31, 1999); or
(B) the following combination of
				examinations:
(i) a general securities
				representative examination as described in §
												RSA
				115.3(b)(2) of this title
				(relating to Examination) or a limited examination as described in §
												RSA
				115.3(b)(3) of this title;
				and
(ii) the Uniform Combined State
				Law Examination (Series 66), the Uniform Investment Advisers State Law
				Examination (Series 65, as it existed and was administered on or before
				December 31, 1999), or an examination on the Texas Securities Act administered
				by this Agency.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.4 - Evidences of Registration

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Issuance. An evidence of registration or certificate of registration shall be
				issued for each registered investment adviser reflecting the registered officer
				or partner.
(b) Amendments. Any
				changes in the information reflected on the evidence of registration must be
				submitted to the Securities Commissioner within 30 days of such change. An
				amendment fee, in the amount set forth in the Texas Securities Act, §35,
				is required to amend the evidence of registration.
(c) Successions.
(1) Succession by application.
(A) If a succession results in a surviving
				entity that is not currently registered as an investment adviser, the successor
				entity must file a new application, including the fees, as required in §
											RSA
				116.2 of this title (relating to Application
				Requirements). Such a succession may include, but is not limited to, any of the
				following that results in either a change in control of the beneficial owners,
				or a change in management:
(i) a
				merger;
(ii) a
				consolidation;
(iii) an
				acquisition; or
(iv) a
				reorganization.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.6 - Registration of Persons with Criminal Backgrounds

Current through Reg. 49, No. 28; July 12, 2024
(a) An application for registration may be
				denied, or a registration may be revoked or suspended, if the Securities
				Commissioner finds that the person has been convicted of any felony, or of a
				misdemeanor offense that directly relates to its duties and responsibilities.
				In determining whether a misdemeanor conviction directly relates to such duties
				and responsibilities, the Securities Commissioner shall consider each of the
				following factors:
(1) the nature and
				seriousness of the crime;
(2) the
				relationship of the crime to the purposes for requiring registration of
				investment advisers and investment adviser representatives;
(3) the extent to which the registration
				applied for might offer an opportunity to engage in further criminal activity
				of the same type as that in which the applicant previously had been
				involved;
(4) the relationship of
				the crime to the ability or capacity required to perform the duties and
				discharge the responsibilities of a registered investment adviser or investment
				adviser representative; and
(5) any
				correlation between the elements of the crime and its duties and
				responsibilities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.7 - Maintenance and Inspection of Records

Current through Reg. 49, No. 28; July 12, 2024
(a) The Securities Commissioner, without
				notice, may inspect a registered investment adviser as necessary to ensure
				compliance with the Texas Securities Act and Board rules.
(b) The Commissioner or his or her authorized
				representative, during regular business hours, may:
(1) enter the business premises of a
				registered investment adviser; and
(2) examine and copy books and records
				pertinent to the inspection.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.8 - Fee Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Registration and notice filing fees. Information about registration and notice
				filing fees for original and renewal applications for investment adviser and
				investment adviser representatives, officers, partners, or solicitors of an
				investment adviser is available on the Agency's web site located at
				www.ssb.state.tx.us or by contacting an office of the State Securities
				Board.
(b) Reduced fees for certain
				persons registered in multiple capacities.
(1) In general. A person may request reduced
				fees under paragraph (2) of this subsection, provided they are registered or
				are seeking registration in Texas:
(A) as
				either an agent of a securities dealer or as a sole proprietor securities
				dealer; and
(B) as either an
				investment adviser representative of an investment adviser that has less than
				five investment adviser representatives or as a sole proprietor investment
				adviser with less than five investment adviser representatives.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.9 - Post-Registration Reporting Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a) Each person registered as an investment
				adviser shall report to the Securities Commissioner within 30 days after its
				entry against the registered person or an investment adviser representative
				thereof, the matters described in this subsection. Likewise, each person
				registered as an investment adviser representative shall report to the
				Commissioner within 30 days after its occurrence or entry against the
				investment adviser representative the matters described in this subsection. The
				following matters must be reported:
(1) any
				administrative order issued by state or federal authorities, which order:
(A) is based upon a finding that such person
				has engaged in fraudulent conduct; or
(B) was entered after notice and opportunity
				for a hearing, denying, suspending, or revoking the person's registration as an
				investment adviser, investment adviser representative, dealer, or agent, or the
				substantial equivalent of those terms;
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.10 - Supervisory Requirements

Current through Reg. 49, No. 28; July 12, 2024
Each registered investment adviser shall establish, maintain,
				  and enforce a system to supervise the activities of its investment adviser
				  representatives that is reasonably designed to achieve compliance with the
				  Texas Securities Act, Board rules, and all applicable securities laws and
				  regulations. Supervisory systems must be written and available for inspection
				  in either print or electronic format.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.11 - Disclosure Requirement/Brochure Rule

Current through Reg. 49, No. 28; July 12, 2024
All registered investment advisers must deliver to all
				  clients or prospective clients a written disclosure statement that may
				  be:
(1) either Part 2 of Form ADV,
				Uniform Application for Investment Adviser Registration, or another disclosure
				statement which contains at least the information disclosed on Part 2 of Form
				ADV as effective on October 12, 2010 (17 Code of Federal Regulations
				§279.1); or
(2) a disclosure
				statement containing at least the information required by Part 2A Appendix 1
				and Part 2B of Form ADV, Uniform Application for Investment Adviser
				Registration, if the investment adviser is the sponsor, or the sponsor and the
				portfolio manager, of a wrap fee program that the client will enter
				into.
(3) The disclosure statement
				shall be delivered to a client or prospective client either:
(A) not less than 48 hours prior to entering
				into any written or oral investment advisory contract with such client or
				prospective client; or
(B) at the
				time of entering into any such contract, if the advisory client has the right
				to terminate the contract without penalty within five business days after
				entering into the contract.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.12 - Advisory Contract Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a) The advisory contract must contain the
				following language: "Client acknowledges receipt of Part 2 of Form ADV; a
				disclosure statement containing the equivalent information; or a disclosure
				statement containing at least the information required by Part 2A Appendix 1 of
				Form ADV, if the client is entering into a wrap fee program sponsored by the
				investment adviser. If the appropriate disclosure statement was not delivered
				to the client at least 48 hours prior to the client entering into any written
				or oral advisory contract with this investment adviser, then the client has the
				right to terminate the contract without penalty within five business days after
				entering into the contract. For the purposes of this provision, a contract is
				considered entered into when all parties to the contract have signed the
				contract, or, in the case of an oral contract, otherwise signified their
				acceptance, any other provisions of this contract notwithstanding."
(b) Investment advisers are free to provide a
				time period longer than five business days for penalty-free termination by
				their clients. If the client chooses to terminate the contract within the five
				business day period, the adviser can only charge for fees incurred prior to the
				termination excluding administrative fees, account set-up fees, and minimum
				quarterly fees.
(c) The advisory
				contract must contain a provision that prohibits the assignment of the contract
				by the adviser without the written consent of the client.
(d) Nothing in this section shall relieve an
				investment adviser from any obligation pursuant to any provision of the
				Investment Advisers Act of 1940 or the rules and regulations thereunder or
				other federal case law, interpretative opinions, and administrative actions by
				the SEC (as in existence on April 8, 1997) or state law to disclose any
				information to its clients not specifically required by this section.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.13 - Advisory Fee Requirements

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Any registered investment adviser who wishes to charge 3.0% or greater of the
				assets under management must disclose that such fee is in excess of the
				industry norm and that similar advisory services can be obtained for
				less.
(b) Any registered investment
				adviser who wishes to charge a fee based on a share of the capital gains or the
				capital appreciation of the funds or any portion of the funds of a client must
				comply with SEC Rule 205-3 (17 Code of Federal Regulations §275.205-3),
				which permits the use of such fee if the client is a "qualified client" as
				defined therein.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.14 - Prevention of Misuse of Nonpublic Information

Current through Reg. 49, No. 28; July 12, 2024
All investment advisers registered under the Texas Securities
				  Act are required to establish, maintain, and enforce written policies and
				  procedures reasonably designed to prevent the misuse of material nonpublic
				  information.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.15 - Advertising Restrictions

Current through Reg. 49, No. 28; July 12, 2024
The antifraud provisions of the Texas Securities Act prohibit
				  an investment adviser from using any advertisement that contains any untrue
				  statement of material fact or that is otherwise misleading. The prohibition
				  would include any notice, circular, letter, or other written communication
				  addressed to more than one person, or any notice or other announcement in any
				  publication or by radio, television, Internet, the World Wide Web, or similar
				  proprietary or common carrier electronic systems, that offers any service as an
				  investment adviser.
(1) Specifically,
				an advertisement of a registered investment adviser may not:
(A) use or refer to testimonials (including
				any statement of a client's experience or endorsement);
(B) refer to past, specific recommendations
				made by an investment adviser that were profitable, unless the advertisement
				sets out a list of all recommendations made by the investment adviser within
				the preceding period of not less than one year, and complies with paragraph (2)
				of this subsection;
(C) represent
				that any graph, chart, formula, or other device can, in and of itself, be used
				to determine which securities to buy or sell, or when to buy or sell
				securities, or assist persons in making those decisions, unless the advertising
				prominently discloses the limitations thereof and the difficulties regarding
				its use; and
(D) represent that any
				report, analysis, or other service will be provided without charge unless the
				report, analysis, or other service will be provided without any obligation
				whatsoever.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.16 - Use of Senior-Specific Certifications and Professional Designations

Current through Reg. 49, No. 28; July 12, 2024
(a) The use of a
				senior specific certification or designation by any person in connection with
				the provision of advice as to the value of or the advisability of investing in,
				purchasing, or selling securities, either directly or indirectly or through
				publications or writings, or by issuing or promulgating analyses or reports
				relating to securities, that indicates or implies that the user has special
				certification or training in advising or servicing senior citizens or retirees,
				in such a way as to mislead any person shall be an inequitable practice within
				the meaning of the Texas Securities Act, §14.A(3). The prohibited use of
				such certifications or professional designation includes, but is not limited
				to, the following:
(1) use of a certification
				or professional designation by a person who has not actually earned or is
				otherwise ineligible to use such certification or designation;
(2) use of a nonexistent or self-conferred
				certification or professional designation;
(3) use of a certification or professional
				designation that indicates or implies a level of occupational qualifications
				obtained through education, training, or experience that the person using the
				certification or professional designation does not have; and
(4) use of a certification or professional
				designation that was obtained from a designating or certifying organization
				that:
(A) is primarily engaged in the
				business of instruction in sales and/or marketing;
(B) does not have reasonable standards or
				procedures for assuring the competency of its designees or
				certificants;
(C) does not have
				reasonable standards or procedures for monitoring and disciplining its
				designees or certificants for improper or unethical conduct; or
(D) does not have reasonable continuing
				education requirements for its designees or certificants in order to maintain
				the designation or certificate.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 116 - INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES › Section 116.18 - Special Provisions Relating to Military Applicants

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Definitions. The following words and terms, when used in this section, shall
				have the following meanings, unless the context clearly indicates otherwise.
(1) Current registration--A registration or
				license that is:
(A) issued by another state,
				the District of Columbia, or a territory of the United States that has
				registration requirements that are substantially equivalent to the requirements
				for a Texas registration in the same capacity;
(B) in good standing; and
(C) in the same capacity as the application
				for registration in Texas.