reglab/statecodes huggingface dataset:
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.192 - Rule 801 and 802 offerings exempt

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 203(r) of the act (70 P.S. §
											1-203(r)), the Department
					 finds it not necessary or appropriate for the protection of investors to
					 require registration under section 201 of the act (70 P.S. §
											1-201) for the offer and sale of securities
					 by an issuer which are exempt from registration under the Securities Act of
					 1933 (15 U.S.C.A.
					 §§
											77a-77aa) under Rule 801
					 or 802 promulgated by the Securities and Exchange Commission (17 CFR
					 230.801 or
					 230.802) (relating to exemption in
					 connection with a rights offering; and exemption for offerings in connection
					 with an exchange offer or business combination for the securities of foreign
					 private issuers).
The provisions of this §
												203.192 issued under section
						203(j), (q) and (r) of the Pennsylvania Securities Act of 1972 (70 P.S. §
													1-203(j), (q) and (r));
						amended under section 202.C of the Department of Banking and Securities Code
						(71
						P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.201 - Accredited investor exemption

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Filing requirement
. The
				  notice required under section 203(t)(ii) of the act (70 P.S. §
											1-203(t)(ii)) shall be filed
				  with the Department within the time period specified on Form E as set forth in
				  §
										203.041 (relating to limited
				  offerings).
(b)
General
				  solicitation
. Use of general solicitation in a manner permitted by
				  section 203(t) of the act will not be considered to be an advertisement subject
				  to section 606(c) of the act (70 P.S. §
											1-606(c)) and §
										606.031 (relating to advertising
				  literature) but will be subject to the antifraud provisions in sections 401-409
				  of the act (70 P.S. §§
											1-401-1-409) and Subpart D (relating to
				  fraudulent and prohibited practices).
(c)
Amendments
. During the
				  period of the offering, the issuer shall take steps necessary to ensure that
				  all material information contained in the notice remains current and accurate
				  in all material respects. If a material statement made in the notice, or an
				  attachment thereto, becomes materially incorrect or inaccurate, the issuer
				  shall file an amendment with the Department in accordance with §
										609.011 (relating to amendments to
				  filings with Department) within 5 business days of the occurrence of the event
				  which required the filing of the amendment.
The provisions of this §
												203.201 adopted under sections
						202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); amended under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.202 - Certain transactions with persons from Canada exempt

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 203(r) of the act (70 P.S. §
											1-203(r)), the Department
					 finds it not necessary or appropriate for the protection of investors to
					 require registration under section 201 of the act (70 P.S. §
											1-201) for the offer or sale of a security if
					 the following requirements are met:
(1) The security is offered or sold in this
				  Commonwealth only to a person described in §
										302.065(1) 
				  (relating to Canadian broker-dealer exempt).
(2) The transaction is effected in this
				  Commonwealth solely by a Canadian broker-dealer or agent of a Canadian
				  broker-dealer described in §
										302.065(2).
The provisions of this §
												203.202 issued under sections
						203(r) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S.
						§§
													1-203(r) and
						1-609(a)); amended under
						section 202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.203 - Certain Rule 144A exchange transactions exempt

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 203(r) of the act (70 P.S. §
											1-203(r)), the Department
					 finds that it is not necessary or appropriate for the protection of investors
					 to require registration under section 201 of the act (70 P.S. §
											1-201) for the offer or sale of a security in
					 a transaction if all of the following requirements are met:
(1) A person who owns outstanding debt
				  securities, and related guarantees, exchanges those securities for debt
				  securities, and related guarantees of the same issuer which are the subject of
				  an effective registration statement filed with the Securities and Exchange
				  Commission under section 5 of the Securities Act of 1933 (15 U.S.C.A. §
											77e) (exchange transaction).
(2) The outstanding debt securities, and
				  related guarantees, are restricted securities as that term is defined in
				  17 CFR
				  230.144(a)(3) (relating to
				  persons deemed not to be engaged in a distribution and therefore not
				  underwriters).
(3) The owner of the
				  outstanding debt securities, and related guarantees, does not pay consideration
				  in connection with the exchange transaction.
(4) There are no material differences in the
				  terms of the outstanding debt securities, and related guarantees, which are the
				  subject of the exchange transaction.
The provisions of this §
												203.203 issued under section
						203(r) of the Pennsylvania Securities Act of 1972 (70 P.S. §
													1-203(r)); amended under
						section 202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 204 - EXEMPTION PROCEEDINGS › Section 204.010 - Increasing the number of purchasers and offerees

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Increases in purchasers and
				  offerees
. Under section 204(a) of the act (70 P.S. §
											1-204(a)), the number of
				  purchasers and offerees permitted under section 203(d) and (e) of the act
				  (70
				  P.S. §
											1-203(d) and
				  (e)), respectively, are increased as follows,
				  if the issuer complies with all the conditions described in subsection (b):
(1) The total number of persons to whom
				  securities may be offered in this Commonwealth during 12 consecutive months
				  under section 203(e) of the act is 90 persons, except that offers made to
				  experienced private placement investors who actually purchase the securities
				  being offered are not included in the limitation established by this
				  paragraph.
(2) The total number of
				  persons to whom securities may be sold in this Commonwealth during 12
				  consecutive months under section 203(d) of the act is 35 persons, except that
				  sales made to experienced private placement investors are not included in the
				  numerical limitation established by this paragraph.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 204 - EXEMPTION PROCEEDINGS › Section 204.011 - Waivers of the 12-month holding period

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Automatic waiver.
Under
				  section 204(a) of the act (70 P.S. §
											1-204(a)), the restriction
				  under section 203(d)(i) of the act (70 P.S. §
											1-203(d)(i)) not to sell
				  securities purchased under that section for 12 months after the date of
				  purchase automatically is waived if:
(1) The
				  203(d) restricted securities are registered under the act, the Securities Act
				  of 1933 (15 U.S.C.A.
				  §§
												77a-77aa) or the
				  Securities Exchange Act of 1934 (15 U.S.C.A. §§
												78a-78qq) after a notice is filed with
				  the Department under section 203(d) of the act and §
											203.041 (relating to limited
				  offerings).
(2) The purchaser dies
				  or becomes disabled or incompetent and a legal guardian for the purchaser is
				  appointed.
(3) The purchaser
				  undergoes liquidation or dissolution if the action is not undertaken to avoid
				  registration.
(4) The purchaser
				  becomes insolvent.
(5) The issuer
				  is merged into another entity and new securities are exchanged for the 203(d)
				  restricted securities, if the merger is not undertaken to avoid registration of
				  the 203(d) restricted security.
(6)
				  The 203(d) restricted securities are sold in a transaction in which an offer to
				  purchase on the same terms is made to all securityholders of that class of the
				  issuer's securities.
(7) A
				  rescission offer is made in connection with a potential violation of State or
				  Federal securities laws.
(8) The
				  203(d) restricted securities are subject to repurchase under a buy-sell
				  agreement that is conditioned with terms of employment or other commercial, as
				  opposed to, mere investment relationship.
(9) The 203(d) restricted securities are to
				  be exchanged for other securities of the issuer in a transaction exempt from
				  registration under section 202 of the act (70 P.S. §
												1-202) or section 203 of the act, if the
				  exchange is not undertaken to avoid registration.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 204 - EXEMPTION PROCEEDINGS › Section 204.012 - Waivers for pre-effective offers under section 203(h)

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 204(a) of the act (70 P.S. §
											1-204(a)), the Department
					 waives the requirement in section 203(h) of the act (70 P.S. §
											1-203(h)) that a
					 registration statement, including a prospectus, be filed with the Department to
					 make offers, but not sales, of securities in this Commonwealth if the issuer of
					 the securities to be offered under the exemption in section 203(h) of the act
					 has filed a registration statement with the Securities and Exchange Commission
					 under the Securities Act of 1933 (15 U.S.C.A. §§
											77a-77aa) before the time offers are
					 made in this Commonwealth in reliance on section 203(h) of the
					 act.
The provisions of this §
												204.012 amended under sections
						102(k), 202(g)-(i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g),
						(i), (j.1), (k) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d)
						and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S.
						§§
													1-102(k),
						1-202(g)-(i), 1-203(d),
						(i.1), (j) and (n)-(t), 1-204(a), 1-205(b), 1-207(g), (i), (j.1), (k) and (n),
						1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a));
						section 202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 205 - REGISTRATION BY COORDINATION › Section 205.021 - Registration by coordination

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
				  Except as specified in subsection (b), registration by coordination may be
				  initiated by filing with the Department within the specified time period:
(1) A registration statement and other
				  materials required under section 205 of the act (70 P.S. §
												1-205).
(2) A properly executed Uniform Application
				  to Register Securities (Form U-1) and relevant exhibits thereto.
(3) Additional information the Department may
				  by regulation or order require under section 205(b)(iii) of the
				  act.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 205 - REGISTRATION BY COORDINATION › Section 205.040 - Series of unit investment trusts as separate issuers

Current through Register Vol. 54, No. 28, July 13, 2024
To comply with the requirements of sections 201 and 211(a)
					 of the act (70 P.S. §§
											1-201
					 and 1-211(a)), each series
					 underlying a unit investment trust, as that person is classified in the
					 Investment Company Act of 1940 (15 U.S.C.A. §§
											80a-1-80 a-64), constitutes
					 a separate and distinct issuer under the act and shall make a separate filing
					 with the Department under section 211(a) of the act.
The provisions of this §
												205.040 issued under section
						205(d) of the Pennsylvania Securities Act of 1972 (70 P.S. §
													1-205(b)(iii)); amended
						under sections 202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b),
						207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and
						609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the
						Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 206 - REGISTRATION BY QUALIFICATION › Section 206.010 - Registration by qualification

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
				  Except as specified in subsection (b), registration by qualification shall be
				  initiated by filing all of the following with the Department:
(1) A registration statement and other
				  materials required under section 206(b)(1)-(16) of the act (70 P.S. §
												1-206(b)(1)-(16)).
(2) A properly executed Uniform Application
				  to Register Securities (Form U-1) and relevant exhibits.
(3) Additional information the Department may
				  by regulation or order require under section 206(b)(17) of the
				  act.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 206 - REGISTRATION BY QUALIFICATION › Section 206.020 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												206.020 issued under the
						Pennsylvania Securities Act of 1972 (70 P. S. §§
													1-101-1-704); reserved under section 202.C of
						the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 206 - REGISTRATION BY QUALIFICATION › Section 206.041 - Use of preliminary prospectus prohibited

Current through Register Vol. 54, No. 28, July 13, 2024
If a registration statement has been filed under section
					 206 of the act (70 P. S. §
											1-206) in
					 reliance on section 3(a)(11) of the Securities Act of 1933 (15 U.S.C.A. §
											77c(a)11) and
					 the rules and regulations adopted thereunder but has not yet become effective,
					 no person may make offers to sell nor solicit offers to buy nor may there be a
					 sale of the securities covered by the registration statement except as
					 otherwise provided under the act (70 P. S. §§
											1-101-1-704) or under this chapter. Use of a
					 proposed or preliminary form of the prospectus submitted with the registration
					 statement or proposed to be submitted to facilitate offers or sales, as set
					 forth in this section, is prohibited.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.050 - Reports by engineers, appraisers and others

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The Department may, under section 207(e)
				  of the act (70 P.S. §
											1-207(e)), require as a
				  condition of registration that the issuer or other person seeking to register
				  securities for sale submit a technical report.
(1) The report must be prepared and certified
				  by an engineer, appraiser, accountant or other professional person with respect
				  to the value of an asset held by the issuer or other material matter considered
				  by the Department to be reasonably related to the conduct of the issuer's
				  business.
(2) The cost of
				  preparation of the report will be borne by the applicant for
				  registration.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.071 - Escrow of promotional securities

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The Department will, if it considers
				  necessary for the protection of investors, or in the public interest, and
				  subject to the limitation of section 207(g) of the act (70 P.S. §
											1-207(g)), require as a
				  condition to the registration of securities, whether to be sold by the issuer
				  or another person, that promotional securities be placed in escrow.
(b) The escrow depository shall be a bank or
				  trust company approved by the Department.
(c) If the escrow depository does not
				  maintain an office in this Commonwealth, the depository shall file with the
				  Department an irrevocable consent to service of process with respect to actions
				  arising out of its duties as escrow depository.
(d) The escrow of promotional securities must
				  be covered by an agreement which is subject to the approval of the
				  Department.
(e) The issuer shall
				  file one manually signed copy of the agreement with the Department before the
				  effectiveness of a registration of the issuer's securities.
The provisions of this §
												207.071 amended under sections
						202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the
						Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.072 - Escrow of proceeds

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The
				  Department, if it considers it necessary for the protection of investors, and
				  subject to the limitation of section 207(g) of the act (70 P.S. §
											1-207(g)), may require as a
				  condition to the registration of securities, whether to be sold by the issuer
				  or another person, that the proceeds:
(1)
				  From the sale of the registered security in this Commonwealth be escrowed until
				  the issuer receives a specified amount from the sale of the security either in
				  this Commonwealth or elsewhere.
(2)
				  From the sale of the registered security be escrowed for a specific use as set
				  forth in the prospectus.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.091 - Subscription contracts

Current through Register Vol. 54, No. 28, July 13, 2024
With respect to securities proposed to be sold under one of
					 the following registration statements, a copy of a subscription or sale
					 contract proposed to be used shall be filed with the Department, as an exhibit,
					 before its use in this Commonwealth:
(1) A registration statement filed under
				  section 205 of the act (70 P.S. §
											1-205) if the securities to be sold are
				  exempt from registration under section 5 of the Securities Act of 1933
				  (15 U.S.C.A. §
											77e) under Regulation A promulgated under
				  section 3(b) of the Securities Act of 1933 (15 U.S.C.A. §
											77c(b)).
(2) A registration statement filed under
				  section 206 of the act (70 P.S. §
											1-206) if the securities to be sold are
				  exempt from registration under section 5 of the Securities Act of 1933, under
				  section 3(a)(4) or (11) of the Securities Act of 1933, Regulation A promulgated
				  under section 3(b) of the Securities Act of 1933 or Rule 504 of Regulation D
				  promulgated under section 3(b) of the Securities Act of 1933.
(3) A registration statement filed under
				  section 205 or 206 of the act if the securities to be sold are interests in a
				  direct public participation program.
The provisions of this §
												207.091 amended under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.101 - Effective period of registration statement

Current through Register Vol. 54, No. 28, July 13, 2024
(a) A registration statement that is
				  effective under section 205(c) of the act (70 P.S. §
											1-205(c)) shall continue in
				  effect until the earliest of the following events:
(1) Twelve months after the effective date of
				  the registration statement under the act, except as provided in subsection
				  (d).
(2) Securities included in the
				  registration statement have been sold or the distribution ended in this
				  Commonwealth, or both.
(3) The
				  Department issues an order under section 208 of the act (70 P.S. §
												1-208) denying, suspending or revoking
				  effectiveness of the registration statement.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.130 - Notice to purchasers under section 207(m)

Current through Register Vol. 54, No. 28, July 13, 2024
(a) This section applies to offerings of
				  securities which are registered under section 206 of the act (70 P.S. §
											1-206) and to securities transactions which
				  are exempt from registration under section 203(d) and (p) of the act
				  (70
				  P.S. §
											1-203(d) and
				  (p)) and, if required under rule of the
				  Department, section 203(r) of the act.
(b) The notice to purchasers required under
				  section 207(m)(1) of the act (70 P.S. §
											1-207(m)(1)) is in
				  compliance with the act if the notice meets all of the following requirements:
(1) The notice is in writing.
(2) The cover page of the prospectus used in
				  connection with the offer and sale of the securities references the
				  notice.
(3) An explanation of the
				  right of withdrawal contained in section 207(m)(1) of the act, including the
				  procedure to be followed in exercising the right, is in the text of the
				  prospectus.
(4) A subscription
				  agreement used references the right of withdrawal.
(5) The reference to the right of withdrawal
				  described in paragraph (3) is conspicuous, by setting it apart from other text
				  and by underlining or capitalization.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 207 - GENERAL REGISTRATION PROVISIONS › Section 207.140 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												207.140 issued under sections
						203(d), 205, 206, 207(n), 210, 603(c), 606(d) and 609(a) of the Pennsylvania
						Securities Act of 1972 (70 P. S. §§
													1-203(d),
						1-205,
						1-206,
						1-207(n), 1-210, 1-603(c),
						1-606(d) and 1-609(a)); amended under sections 202(g) and (i), 203(d), (i.1),
						(j) and (n)-(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b),
						504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of
						1972 (70 P.S. 1-202(g) and
						(i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C), section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 208 - DENIAL FOR ABANDONMENT › Section 208.010 - Denial for abandonment

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
General rule.
The Department may deny as abandoned an
				  application for registration of securities which has been on file with the
				  Department for a minimum of 12 consecutive months if the applicant failed to do
				  any of the following:
(1) Respond to the
				  Department's notice of abandonment sent by first class mail to the applicant's
				  last known address in the Department's files within 60 calendar days after the
				  date the notification was mailed by the Department.
(2) Respond to a request for additional
				  information required under the act.
(3) Otherwise complete the showing required
				  for action on the application.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 209 - BOOKS, RECORDS AND ACCOUNTS › Section 209.010 - Required records; report on sales of securities and use of proceeds

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An issuer who
				  sells securities for his own account, directly or through an underwriter, in an
				  offering registered or required to be registered under section 205 or 206 of
				  the act (70 P.S. §§
											1-205
				  and 1-206) or in an offering
				  exempt from registration under section 202(e) or 203(d), (p) or (r) of the act
				  (70
				  P.S. §§
											1-202(e)
				  and 1-203(d), (p) and (r)) shall
				  preserve all of the following records during the period of the offering and for
				  a period of 3 years following the last sale of securities in this Commonwealth
				  or 1 year after the disposition of all proceeds, whichever is longer:
(1) Ledgers, journals or other records
				  showing payments received from the sale of securities, including date of
				  receipt, amount and from whom received; and disbursements of the payments,
				  including date paid, purpose, amount and to whom made.
(2) A record showing money borrowed and money
				  loaned together with a record of the collateral for both.
(3) Checkbooks, bank statements, copies of
				  deposit slips, cancelled checks and bank record reconciliations.
(4) Minute books and stock ledgers, including
				  stock transfer records.
(5) A copy
				  of filings with the Department, and related correspondence and
				  exhibits.
(6) Copies of
				  communications sent or originated by the issuer pertaining to the offer, sale
				  or transfer of securities, including subscription agreements, purchase
				  contracts and confirmations.
(7) A
				  list of the names and addresses of persons to whom the securities were offered
				  or sold with all of the following information included:
(i) The type and amount of securities sold to
				  each.
(ii) The consideration paid
				  or promised by each.
(iii) The
				  method of payment, that is, cash, check, property, services, note or
				  other.
(iv) The name of the
				  broker-dealer or other persons who represented the issuer in effecting each
				  sale.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 210 - RETROACTIVE REGISTRATION › Section 210.010 - Retroactive registration

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
				  Either of the following may apply to the Department on Form 210 in accordance
				  with the General Instructions to register the securities retroactive to the
				  date of the initial registration or to amend the notice filing retroactive to
				  the date of the initial notice filing:
(1) An
				  issuer that has an effective registration statement under section 205 or 206 of
				  the act (70 P.S. §§
												1-205
				  and 1-206) and has an effective
				  registration statement on file with the Securities and Exchange Commission for
				  the same securities sold in this Commonwealth in excess of the aggregate amount
				  registered for sale in this Commonwealth under section 205 or 206 of the
				  act.
(2) An open-end or closed-end
				  investment company, face amount certificate company or unit investment trust,
				  as those persons are classified in sections 1-21 of the Investment Company Act
				  of 1940 (15 U.S.C.A.
				  §§
												80a-1-80
				  a-21), which, during the effective period of registration under section 205 or
				  206 of the act or the effective period of a notice filing sold securities in
				  this Commonwealth in excess of the aggregate amount registered for sale in this
				  Commonwealth under section 205 or 206 of the act or covered by the notice
				  filing.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 211 - FEDERALLY COVERED SECURITIES › Section 211.010 - Notice filings for Federally covered securities

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
211(a) notice.
The
				  notices required under section 211(a) of the act (70 P.S. §
											211(a)) to be filed by an
				  open-end or closed-end investment company, unit investment trust or face amount
				  certificate company, as those persons are classified in the Investment Company
				  Act of 1940 (15 U.S.C.A.
				  §§
											80a-1-80 a-64)
				  (investment companies) must be:
(1) Completed
				  by using the Uniform Investment Company Notice Filing Form (Form NF).
(2) Accompanied by the applicable filing fees
				  and administrative assessments in sections 602(b.1)(iv) and 602.1(a)(5) of the
				  act (70 P.S. §§
												1-602(b.1)(iv) and 1-602.1(a)(5)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 301 - REGISTRATION REQUIREMENT › Section 301.020 - Agent transfers

Current through Register Vol. 54, No. 28, July 13, 2024
An agent who wishes to end employment with one registered
					 broker-dealer and thereafter begin employment with another registered
					 broker-dealer may do so without causing a suspension in the agent's
					 registration with the Department if all of the following conditions are
					 met:
(1) Both the terminating and
				  employing broker-dealers are members of FINRA.
(2) The transfer is effected in accordance
				  with the terms, conditions and execution of Item 15 of the Uniform Application
				  for Securities Industry Registration or Transfer (Form U-4).
The provisions of this §
												301.020 amended under sections
						301(b) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S.
						§§
													1-301(b) and
						1-609(a)); section 202.C of
						the Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.051 - Agent registration: bona fide officers, directors and employes

Current through Register Vol. 54, No. 28, July 13, 2024
Whether a person may be deemed a bona fide officer,
					 director, partner or employe of an issuer, or other individual occupying
					 similar status or performing similar functions is dependent upon the particular
					 facts and circumstances, including by way of illustration:
(1) The duties of the person in addition to
				  those connected with the sale of the issuer's securities.
(2) The arrangements regarding the person's
				  compensation.
(3) The parties'
				  intentions as to the persons employment prior and subsequent to the securities
				  offering.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.060 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												302.060 reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.061 - Auctioneers exemption from broker-dealer and agent registration

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under the
				  authority contained in section 302(f) of the act (70 P.S. §
											1-302(f)), the Department
				  considers it appropriate and in the public interest to exempt persons from the
				  broker-dealer and agent registration provisions of section 301 of the act
				  (70
				  P.S. §
											1-301) if all of the following
				  conditions are met:
(1) The person meets one
				  of the following conditions:
(i) Is licensed
				  as an auctioneer, apprentice auctioneer, auction company or auction house under
				  the Auctioneer Licensing and Trading Assistant Registration Act (ALTARA)
				  (63
				  P.S. §§
													734.1-734.34).
(ii) Is exempt from registration under
				  section 3(h) of the ALTARA (63 P.S. §
													734.3(h)).
(iii) Holds a special license to conduct an
				  auction under section 3(i) of the ALTARA.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.063 - Financial institutions exempt from broker-dealer and agent registration

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 302(f) of the act (70 P.S. §
											1-302(f)), the Department
					 considers it appropriate and in the public interest to exempt financial
					 institutions and individuals representing financial institutions from the
					 broker-dealer and agent registration provisions of section 301 of the act
					 (70
					 P.S. §
											1-301) if the activities of the
					 financial institution and individuals representing the financial institutions
					 are conducted under a networking arrangement or brokerage affiliate
					 arrangement.
The provisions of this §
												302.063 issued under section
						302(f) of the Pennsylvania Securities Act of 1972 (70 P. S. §
													1-302(f)); amended under
						sections 202(i), 206(b) and (d), 302(f), 606(d), 609(a) and (c) and 610 of the
						Pennsylvania Securities Act of 1972 (70 P. S. §§
													1-202(i),
						1-206(b) and (d), 1-302(f),
						1-606(d), 1-609(a) and (c) and 1-610); section 202.C of the Department of
						Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.064 - Stock Exchange exemption from agent registration

Current through Register Vol. 54, No. 28, July 13, 2024
Under the authority contained in section 302(f) of the act
					 (70
					 P.S. §
											1-302(f)), the
					 Department considers it appropriate and in the public interest to exempt agents
					 from the registration provisions of section 301 of the act (70 P.S. §
											1-301), if all the following requirements are
					 met:
(1) The agent is representing a
				  broker-dealer which is:
(i) Registered under
				  section 301 of the act.
(ii) A
				  member of a National securities exchange.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.065 - Canadian broker-dealer exempt

Current through Register Vol. 54, No. 28, July 13, 2024
Under section 302(f) of the act (70 P.S. §
											1-302(f)), the Department
					 considers it appropriate and in the public interest to exempt Canadian
					 broker-dealers and agents representing Canadian broker-dealers from the
					 broker-dealer and agent registration provisions of section 301 of the act
					 (70
					 P.S. §
											1-301) when effecting
					 transactions in securities in this Commonwealth with persons described in
					 paragraph (1) if the broker-dealer meets the conditions of paragraph
					 (2).
(1) The customer is one of the
				  following:
(i) A person from Canada who
				  temporarily is present in this Commonwealth with whom the Canadian
				  broker-dealer had a bona fide business-customer relationship before the person
				  entered this Commonwealth.
(ii) A
				  person from Canada who is present in this Commonwealth whose only transactions
				  with a Canadian broker-dealer in this Commonwealth relate to a self-directed,
				  tax advantaged retirement plan in Canada as to which the person is the holder
				  or contributor.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.070 - Registration exemption for investment advisers to private funds

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Exemption for private fund advisers
. Subject to the additional
				  requirements of subsection (b), a private fund adviser is exempt from the
				  registration requirements of section 301(c) of the act (70 P.S. §
											1-301(c)) if the private
				  fund adviser satisfies the following conditions:
(1) The private fund adviser and any of its
				  advisory affiliates are not subject to a disqualification as described in Rule
				  262 of Securities and Exchange Commission Regulation A (17 CFR
				  230.262) (relating to disqualification
				  provisions).
(2) The private fund
				  adviser files with the Department each report and amendment that an exempt
				  reporting adviser is required to file with the Securities and Exchange
				  Commission under Securities and Exchange Commission Rule 204-4 (17 CFR
				  275.204-4) (relating to reporting by exempt
				  reporting advisers).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 302 - EXEMPTIONS › Section 302.071 - Registration exemption for solicitors

Current through Register Vol. 54, No. 28, July 13, 2024
A solicitor does not need to register as an investment
					 adviser or investment adviser representative if the solicitor:
(1) Is in compliance with all requirements of
				  §
										404.012 (relating to cash payment
				  for client solicitation).
(2)
				  Provides impersonal investment advisory services.
(3) Is not subject to any order, judgment or
				  decree described in section 305(a)(ii)-(vi) of the act (70 P.S. §
											1-305(a)(ii)-(vi)).
The provisions of this §
												302.071 issued under section 202.C
						of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
This section cited in 10 Pa. Code §
												404.012 (relating to cash payment
						for client solicitation).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 303 - REGISTRATION PROCEDURE › Section 303.011 - Broker-dealer registration procedures

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An applicant for initial registration as
				  a broker-dealer shall complete a Uniform Application for Broker-Dealer
				  Registration (Form BD), or a successor form.
(b) An applicant which is not a member of
				  FINRA or a member of a National securities exchange shall complete and file
				  with the Department:
(1) A copy of Form
				  BD.
(2) The filing fee required
				  under section 602(d.1) of the act (70 P.S. §
												1-602(d.1)).
(3) The compliance assessment required under
				  section 602.1(a)(3) of the act (70 P.S. §
												1-602.1(a)(3)).
(4) Financial statements in the form required
				  under subsections (e), (f) and (g).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 303 - REGISTRATION PROCEDURE › Section 303.012 - Investment adviser registration procedure

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An applicant for initial registration as
				  an investment adviser shall complete a Uniform Application for Investment
				  Adviser Registration (Form ADV), or a successor form.
(b) The applicant shall complete and file
				  with the Department or with IARD:
(1) Form
				  ADV.
(2) The filing fee required
				  under section 602(d.1) of the act (70 P.S. §
												1-602(d.1)).
(3) The compliance assessment in section
				  602.1(a)(4) of the act (70 P.S. §
												1-602.1(a)(4)).
(4) Any exhibits required under this
				  section.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 303 - REGISTRATION PROCEDURE › Section 303.013 - Agent registration procedures

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An applicant for initial registration as
				  an agent of a broker-dealer or issuer shall complete a Uniform Application for
				  Securities Industry Registration or Transfer (Form U-4) or a successor
				  form.
(b) Except as provided in
				  subsection (c), the agent and the broker-dealer or issuer shall complete and
				  file with the Department:
(1) Form U-4 and
				  exhibits.
(2) The filing fee
				  required under section 602(d.1) of the act (70 P.S. §
												1-602(d.1)).
(3) The compliance assessment required under
				  section 602.1(a)(1) of the act (70 P.S. §
												1-602.1(a)(1)).
(4) Evidence of passage of the examinations
				  required under §
											303.031 (relating to examination
				  requirement for agents).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart C - Registration of Broker-Dealers, Agents, Investment Advisers and Investment Adviser Representatives and Notice Filings by Federally Covered Advisers › Chapter 303 - REGISTRATION PROCEDURE › Section 303.014 - Investment adviser representative registration procedures

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An applicant for initial registration as
				  an investment adviser representative of an investment adviser or Federally
				  covered adviser shall complete a Uniform Application for Securities Industry
				  Registration or Transfer Form (Form U-4), or a successor form.
(b) The investment adviser representative and
				  the investment adviser or Federally covered adviser shall complete and file
				  with the Department or with IARD:
(1) Form U-4
				  and exhibits.
(2) The filing fee
				  required under section 602(d.1) of the act (70 P.S. §
												1-602(d.1)).
(3) The compliance assessment required under
				  section 602.1(a)(1) of the act (70 P.S. §
												1-602.1(a)(1)).
(4) The results evidencing passage of the
				  examinations required under §
											303.032 (relating to examination
				  requirements for investment advisers and investment adviser
				  representatives).