reglab/statecodes huggingface dataset:
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 105 - RULES OF PRACTICE IN CONTESTED CASES › Section 105.16 - Decisions; When Final

Current through Reg. 49, No. 28; July 12, 2024
(a) A decision is
				final:
(1) if a motion for rehearing is not
				filed on time, on the expiration of the period for filing a motion for
				rehearing;
(2) if a motion for
				rehearing is filed on time, on the date:
(A)
				the order overruling the motion for rehearing is rendered; or
(B) the motion is overruled by operation of
				law;
(3) if the
				Commissioner finds that an imminent peril to the public health, safety, or
				welfare requires immediate effect of a decision or order, on the date the
				decision or order is rendered; or
(4) if the decision or order is rendered
				pursuant to the Act, §23-2.E, on the date it is rendered.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 105 - RULES OF PRACTICE IN CONTESTED CASES › Section 105.17 - Motion for Rehearing

Current through Reg. 49, No. 28; July 12, 2024
(a) In general.
				A timely motion for rehearing is a prerequisite to an appeal in a contested
				case except that a motion for rehearing of a decision or order that is final
				under the Act, §23-2.E, is not a prerequisite for appeal. Rather, a
				decision or order affirming or modifying an emergency order under the Act,
				§23-2.E, is immediately final and appealable.
(b) A party's motion for rehearing must be
				filed with the Securities Commissioner not later than the 20th day after the
				date on which the party or the party's attorney of record is notified of the
				Commissioner's decision or order on the Administrative Law Judge's Proposal for
				Decision in the manner prescribed by the APA. A motion for rehearing must set
				forth the particular finding(s) of fact, conclusion(s) of law, ruling(s), or
				other action(s) which the complaining party asserts were in error, such as
				violation of a constitutional or statutory provision(s), lack of authority,
				unlawful procedure(s), lack of substantive evidence, abuse of discretion or
				other error(s) of law, or other good cause specifically described in the
				motion. In the absence of specific grounds in the motion, the Commissioner
				shall presume that the motion should be overruled.
(c) A reply to a motion for rehearing must be
				filed not later than the 30th day after the date on which the party or the
				party's attorney of record is notified of the Commissioner's decision or order
				on the Administrative Law Judge's Proposal for Decision in the manner
				prescribed by the APA.
(d) The
				Commissioner shall act on a motion for rehearing not later than the 45th day
				after the date on which the party or the party's attorney of record is notified
				of the Commissioner's decision or order on the Administrative Law Judge's
				Proposal for Decision in the manner prescribed by the APA or the motion for
				rehearing is overruled by operation of law.
(e) The Commissioner may by written order
				extend the time for filing a motion for rehearing, for filing a reply thereto,
				or for taking action in relation thereto under this section, except that an
				extension may not extend the period for action beyond the 90th day after the
				date on which the party or the party's attorney of record is notified of the
				Commissioner's decision or order on the Administrative Law Judge's Proposal for
				Decision in the manner prescribed by the APA.
(f) In the event of an extension, a motion
				for rehearing is overruled by operation of law on the date fixed by the order
				or, in the absence of a fixed date, 90 days after the date on which the party
				or the party's attorney of record is notified of the Commissioner's decision or
				order on the Administrative Law Judge's Proposal for Decision in the manner
				prescribed by the APA.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 105 - RULES OF PRACTICE IN CONTESTED CASES › Section 105.18 - Board Action on Motion for Rehearing

Current through Reg. 49, No. 28; July 12, 2024
(a)
				The Board may determine to act in place of the Securities Commissioner in
				ruling on a Motion for Rehearing filed by a party in a contested case. The
				decision to take such action is within the sound discretion of the Board and is
				not mandated by any request or motion.
(b) Upon receipt of a timely filed Motion for
				Rehearing in a contested case, the Commissioner shall provide a copy of the
				Motion to each member of the Board. Thereafter, the Commissioner shall provide
				to each member of the Board any response filed by a party to the proceeding in
				support of, or opposition to, the Motion for Rehearing.
(c) If requested by a member of the Board, a
				meeting of the Board shall be held for the purpose of determining whether the
				Board should act in place of the Commissioner in ruling on the Motion for
				Rehearing and, if so, whether the order of the Commissioner should be vacated
				or modified or a new hearing should be held. The meeting and all deliberations
				by the Board on the Motion for Rehearing shall be conducted in accordance with
				the Texas Open Meetings Act.
(d)
				The Board may change a finding of fact or conclusion of law, or vacate or
				modify an order only as permitted by the APA.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 105 - RULES OF PRACTICE IN CONTESTED CASES › Section 105.19 - Record

Current through Reg. 49, No. 28; July 12, 2024
(a) The record in a
				contested case includes the following:
(1)
				all pleadings, motions, and intermediate rulings;
(2) evidence received or
				considered;
(3) a statement of
				matters officially noticed;
(4)
				questions and offers of proof, objections, and rulings on them;
(5) proposed findings and
				exceptions;
(6) any decision,
				opinion, or report by the Administrative Law Judge at the hearing;
				and
(7) all briefs, memoranda, or
				data submitted to or considered by the Administrative Law Judge or by members
				of the agency who are involved in making the decision.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 105 - RULES OF PRACTICE IN CONTESTED CASES › Section 105.20 - Ex Parte Communications

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Upon the issuance of a Notice of Hearing in a contested case and continuing
				until the Securities Commissioner's decision or order becomes final as
				described in §
									RSA 105.16
				of this title (relating to Decisions; When Final), the Commissioner (or other
				person assigned to render a decision in a contested case) and members of the
				Board may not communicate directly or indirectly with any party or a
				representative of a party in a contested case in connection with any issue of
				fact or law in the proceeding except on notice and opportunity for all parties
				to participate. Prohibited ex parte communications shall not include any
				written communication if the communicator contemporaneously serves copies of
				the communication on all parties to the proceeding.
(b) The Commissioner (or other person
				assigned to render a decision in a contested case) and members of the Board,
				individually, may communicate ex parte with employees of the Agency who have
				not participated in a hearing in the case in order to utilize special skills or
				knowledge of the Agency's employees in evaluating the evidence in the
				case.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 106 - GUIDELINES FOR THE ASSESSMENT OF ADMINISTRATIVE FINES › Section 106.1 - Guidelines for the Assessment of Administrative Fines

Current through Reg. 49, No. 28; July 12, 2024
For the purpose of determining the amount of an
				  administrative fine assessed against a person or company under The Securities
				  Act, §4007.106, the Securities Commissioner shall consider the following
				  factors:
(1) the seriousness, nature,
				circumstances, extent, and persistence of the conduct constituting the
				violation;
(2) the harm to other
				persons resulting either directly or indirectly from the violation;
(3) cooperation by the person or company in
				any inquiry conducted by the State Securities Board concerning the violation,
				efforts to prevent future occurrences of the violation, and efforts to mitigate
				the harm caused by the violation, including any restitution made to other
				persons injured by the acts of the person or company;
(4) the history of previous violations by the
				person or company;
(5) the need to
				deter the person, company or others from committing such violations in the
				future; and
(6) such other matters
				as justice may require.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 107 - TERMINOLOGY › Section 107.1 - General

Current through Reg. 49, No. 28; July 12, 2024
All of the terms used in these rules have the same meaning as
				  defined in Texas Government Code, Chapter 4001, Subchapter B of the Texas
				  Securities Act. In addition, the Board may from time to time define and
				  interpret certain terms, whether or not used in the Act, insofar as the
				  definition and interpretation are not inconsistent with the purpose fairly
				  intended by the policy and provisions of the Act.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.1 - Transactions Involving Existing Security Holders

Current through Reg. 49, No. 28; July 12, 2024
(a) Section 5.E of the Act includes any offer
				and any transaction pursuant to any offer by the issuer of its "securities" to
				any one or more of its "existing security holders" even though such offer or
				transaction does not relate to all existing holders of such securities or to
				all existing holders of a class or series thereof.
(b) "Existing security holder" within the
				context of section 5.E does not include the following:
(1) the holder of an option, whether
				transferable or nontransferable, issued by an entity other than the issuer of
				the security underlying the option;
(2) the holder of an account which is devoid
				of securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.1 - Transactions Involving Existing Security Holders

Current through Reg. 49, No. 28; July 12, 2024
(a) Section 4005.007
				of the Act includes any offer and any transaction pursuant to any offer by the
				issuer of its "securities" to any one or more of its "existing security
				holders" even though such offer or transaction does not relate to all existing
				holders of such securities or to all existing holders of a class or series
				thereof.
(b) "Existing security
				holder" within the context of §4005.007 does not include the following:
(1) the holder of an option, whether
				transferable or nontransferable, issued by an entity other than the issuer of
				the security underlying the option;
(2) the holder of an account which is devoid
				of securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.2 - Parent Subsidiary Transactions

Current through Reg. 49, No. 28; July 12, 2024
Securities issued by a parent corporation for outstanding
				  securities of a corporation in connection with a merger of such corporation
				  into a wholly-owned or materially-owned (80%) subsidiary are exempt within the
				  meaning of §5.G of the Act. The exemption also applies to the issuance of
				  securities by the parent corporation in connection with a consolidation where
				  the resulting new corporation is wholly-owned or materially-owned (80%) by the
				  parent. Similarly, securities issued by a parent corporation for the purchase
				  of assets for a wholly-owned or materially-owned (80%) subsidiary are exempt
				  under §5.G.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.2 - Parent Subsidiary Transactions

Current through Reg. 49, No. 28; July 12, 2024
Securities issued by a parent corporation for outstanding
				  securities of a corporation in connection with a merger of such corporation
				  into a wholly-owned or materially-owned (80%) subsidiary are exempt within the
				  meaning of §4005.009 of the Act. The exemption also applies to the
				  issuance of securities by the parent corporation in connection with a
				  consolidation where the resulting new corporation is wholly-owned or
				  materially-owned (80%) by the parent. Similarly, securities issued by a parent
				  corporation for the purchase of assets for a wholly-owned or materially-owned
				  (80%) subsidiary are exempt under §4005.009.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.3 - Financial Institutions under the Texas Securities Act, Section 5.H

Current through Reg. 49, No. 28; July 12, 2024
The term "savings institution," as used in the Texas
				  Securities Act, §5.H, includes any federally chartered credit union,
				  savings and loan association, or federal savings bank, and any credit union or
				  savings and loan association chartered under the laws of any state of the
				  United States.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.3 - Financial Institutions under the Texas Securities Act, Section 4005.011

Current through Reg. 49, No. 28; July 12, 2024
The term "savings institution," as used in the Texas
				  Securities Act, §4005.011, includes any federally chartered credit union,
				  savings and loan association, or federal savings bank, and any credit union or
				  savings and loan association chartered under the laws of any state of the
				  United States.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.4 - Securities Registration Exemption for Sales to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a) Availability. The exemption from
				securities registration provided by the Texas Securities Act, §5.H, or
				this section is not available if the financial institution or other
				institutional investor named therein is in fact acting only as agent for
				another purchaser that is not a financial institution or other institutional
				investor listed in §5.H or this section. These exemptions are available
				only if the financial institution or other institutional investor named therein
				is acting for its own account or as a bona fide trustee of a trust organized
				and existing other than for the purpose of acquiring the specific securities
				for which the seller is claiming the exemption.
(b) Sales to certain institutional investors.
				The State Securities Board, pursuant to the Act, §5.T, exempts from the
				securities registration requirements of the Act, §7, the offer and sale of
				any securities to any of the following persons:
(1) an "institutional accredited investor,"
				as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions), excluding, however, any self-directed employee
				benefit plan with investment decisions made solely by persons that are
				"individual accredited investors" as defined in §
										RSA 107.2 of this
				title;
(2) any "qualified
				institutional buyer" (as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions)); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity, as long as the
				entity was not formed for the purpose of acquiring the specific
				securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.4 - Securities Registration Exemption for Sales to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a) Availability.
				The exemption from securities registration provided by the Texas Securities
				Act, §4005.011, or this section is not available if the financial
				institution or other institutional investor named therein is in fact acting
				only as agent for another purchaser that is not a financial institution or
				other institutional investor listed in §4005.011 or this section. These
				exemptions are available only if the financial institution or other
				institutional investor named therein is acting for its own account or as a bona
				fide trustee of a trust organized and existing other than for the purpose of
				acquiring the specific securities for which the seller is claiming the
				exemption.
(b) Sales to certain
				institutional investors. The State Securities Board, pursuant to the Act,
				§4005.024, exempts from the securities registration requirements of the
				Act, Chapter 4003, Subchapters A, B, and C, the offer and sale of any
				securities to any of the following persons:
(1) an "institutional accredited investor,"
				as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions), excluding, however, any self-directed employee
				benefit plan with investment decisions made solely by persons that are
				"individual accredited investors" as defined in §
										RSA 107.2 of this
				title;
(2) any "qualified
				institutional buyer" (as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions)); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity, as long as the
				entity was not formed for the purpose of acquiring the specific
				securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.5 - Dealer Registration Exemption for Sales to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a) Availability. The exemption from dealer
				and agent registration provided by the Texas Securities Act, §5.H, or this
				section is not available if the financial institution or other institutional
				investor named therein is in fact acting only as agent for another purchaser
				that is not a financial institution or other institutional investor listed in
				§5.H or this section. These exemptions are available only if the financial
				institution or other institutional investor named therein is acting for its own
				account or as a bona fide trustee of a trust organized and existing other than
				for the purpose of acquiring the specific securities for which the dealer or
				agent is claiming the exemption.
(b) Sales to certain institutional investors.
				The State Securities Board, pursuant to the Act, §5.T and §12.C,
				exempts a person from the dealer and agent registration requirements of the
				Act, when the person sells or offers for sale any securities to any of the
				following persons:
(1) an "institutional
				accredited investor," as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions), excluding, however, any self-directed employee
				benefit plan with investment decisions made solely by persons that are
				"individual accredited investors" as defined in §
										RSA 107.2 of this
				title;
(2) any "qualified
				institutional buyer" (as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions)); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity, as long as the
				entity was not formed for the purpose of acquiring the specific
				securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.5 - Dealer Registration Exemption for Sales to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a) Availability.
				The exemption from dealer and agent registration provided by the Texas
				Securities Act, §4004.001, or this section is not available if the
				financial institution or other institutional investor named therein is in fact
				acting only as agent for another purchaser that is not a financial institution
				or other institutional investor listed in §4005.011 or this section. These
				exemptions are available only if the financial institution or other
				institutional investor named therein is acting for its own account or as a bona
				fide trustee of a trust organized and existing other than for the purpose of
				acquiring the specific securities for which the dealer or agent is claiming the
				exemption.
(b) Sales to certain
				institutional investors. The State Securities Board, pursuant to the Act,
				§4004.001, exempts a person from the dealer and agent registration
				requirements of the Act, when the person sells or offers for sale any
				securities to any of the following persons:
(1) an "institutional accredited investor,"
				as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions), excluding, however, any self-directed employee
				benefit plan with investment decisions made solely by persons that are
				"individual accredited investors" as defined in §
										RSA 107.2 of this
				title;
(2) any "qualified
				institutional buyer" (as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions)); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity, as long as the
				entity was not formed for the purpose of acquiring the specific
				securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.6 - Investment Adviser Registration Exemption for Investment Advice to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a) Availability. The exemption from
				investment adviser and investment adviser representative registration provided
				by the Texas Securities Act, §5.H, or this section is not available if the
				financial institution or other institutional investor named therein is in fact
				acting only as agent for another purchaser that is not a financial institution
				or other institutional investor listed in §5.H or this section. These
				exemptions are available only if the financial institution or other
				institutional investor named therein is acting for its own account or as a bona
				fide trustee of a trust organized and existing other than for the purpose of
				acquiring the investment advisory services for which the investment adviser or
				investment adviser representative is claiming the exemption. For purposes of
				this section, an investment adviser or investment adviser representative that
				is providing investment advisory services to a corporation, general
				partnership, limited partnership, limited liability company, trust or other
				legal entity, other than a private fund (as that term is defined in §
									RSA
				139.23 of this title (relating to
				Registration Exemption for Investment Advisers to Private Funds)), is not
				providing investment advisory services to a shareholder, general partner,
				member, other security holder, beneficiary or other beneficial owner of the
				legal entity unless the investment adviser provides investment advisory
				services to such owner separate and apart from the investment advisory services
				provided to the legal entity.
(b)
				Investment advice rendered to certain institutional investors. The State
				Securities Board, pursuant to the Act, §5.T and §12.C, exempts from
				the investment adviser and investment adviser representative registration
				requirements of the Act, persons who render investment advisory services to any
				of the following:
(1) an "institutional
				accredited investor, " as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions) ;
(2) any "qualified institutional buyer," as
				that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.6 - Investment Adviser Registration Exemption for Investment Advice to Financial Institutions and Certain Institutional Investors

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Availability. The exemption from investment adviser and investment adviser
				representative registration provided by the Texas Securities Act,
				§4004.001, or this section is not available if the financial institution
				or other institutional investor named therein is in fact acting only as agent
				for another purchaser that is not a financial institution or other
				institutional investor listed in §4005.011 or this section. These
				exemptions are available only if the financial institution or other
				institutional investor named therein is acting for its own account or as a bona
				fide trustee of a trust organized and existing other than for the purpose of
				acquiring the investment advisory services for which the investment adviser or
				investment adviser representative is claiming the exemption. For purposes of
				this section, an investment adviser or investment adviser representative that
				is providing investment advisory services to a corporation, general
				partnership, limited partnership, limited liability company, trust or other
				legal entity, other than a private fund (as that term is defined in §
									139.23 of this title (relating to
				Registration Exemption for Investment Advisers to Private Funds)), is not
				providing investment advisory services to a shareholder, general partner,
				member, other security holder, beneficiary or other beneficial owner of the
				legal entity unless the investment adviser provides investment advisory
				services to such owner separate and apart from the investment advisory services
				provided to the legal entity.
(b)
				Investment advice rendered to certain institutional investors. The State
				Securities Board, pursuant to the Act, §4004.001, exempts from the
				investment adviser and investment adviser representative registration
				requirements of the Act, persons who render investment advisory services to any
				of the following:
(1) an "institutional
				accredited investor, " as that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions);
(2) any "qualified institutional buyer," as
				that term is defined in §
										RSA 107.2 of this
				title (relating to Definitions); and
(3) a corporation, partnership, trust,
				estate, or other entity (excluding individuals) having net worth of not less
				than $5 million, or a wholly-owned subsidiary of such entity.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.8 - Initial Offering Completed

Current through Reg. 49, No. 28; July 12, 2024
The phrase "initial offering of such securities has been
				  completed," used in section 5.P of the Act, means that any nonexempt public
				  distribution of such securities has been completely sold to the
				  public.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.8 - Initial Offering Completed

Current through Reg. 49, No. 28; July 12, 2024
The phrase "initial offering of the securities has been
				  completed," used in §4005.020 of the Act, means that any nonexempt public
				  distribution of such securities has been completely sold to the
				  public.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.11 - Guarantee of Options

Current through Reg. 49, No. 28; July 12, 2024
(a) The
				broker-dealer guaranteeing the performance of the terms of the option must, on
				the date of the transaction, either be a member of the New York Stock Exchange
				or have stockholders' equity or partners' capital, according to generally
				accepted accounting principles, in excess of $1 million.
(b) A broker-dealer shall not:
(1) write call options for its account to its
				customers unless performance of the call option is guaranteed by the ownership
				by such broker-dealer of shares of the underlying security free of encumbrances
				sufficient to fully perform the terms of the option; or
(2) write put options for its account to its
				customers unless performance of the put option is guaranteed by sufficient
				unencumbered liquid net assets of the broker-dealer to fully perform the terms
				of the option.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.12 - Stock Dividends

Current through Reg. 49, No. 28; July 12, 2024
The distribution by a corporation of securities direct to its
				  stockholders as a stock dividend or other distribution paid out of earnings or
				  surplus includes a stock dividend, stock split, reverse stock split, or other
				  distribution out of paid-in capital (capital in excess of legal capital) or
				  retained earnings.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.14 - Oil, Gas, and Other Mineral Interests

Current through Reg. 49, No. 28; July 12, 2024
(a) It is the intent of the State Securities
				Board that §
									RSA 109.13(a)-(c) and
				(j) of this title (relating to Limited
				Offering Exemptions) apply to transactions made pursuant to the Securities Act,
				§5.Q, and that the terms defined in §
									RSA 109.13(a)-(c) and
				(j) of this title (relating to Limited
				Offering Exemptions) have the same meanings for purposes of §5.Q as they
				do for the Securities Act, §5.I.
(b) For the purposes of §5.Q, an
				employee of the owner of an oil, gas, or mineral lease, fee, or title may aid
				such owner/employer in selling interests in such lease, fee, or title and will
				not be considered an agent required to be licensed under the Act provided all
				the following conditions are satisfied:
(1)
				the employee was not hired for the purpose of offering or selling such
				securities;
(2) the employee's
				activity involving the offer and sale of such securities is strictly incidental
				to his bona fide primary nonsecurities-related work duties; and
(3) the employee's compensation is based
				solely on the performance of such other duties, i.e., the employee does not
				receive any compensation for offering for sale, selling, or otherwise aiding in
				the sale of securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.14 - Oil, Gas, and Other Mineral Interests

Current through Reg. 49, No. 28; July 12, 2024
(a) It is the intent
				of the State Securities Board that §109.13(a) - (c) and (j) of this title
				(relating to Limited Offering Exemptions) apply to transactions made pursuant
				to the Securities Act, §4005.021, and that the terms defined in
				§109.13(a) - (c) and (j) of this title have the same meanings for purposes
				of §4005.021 as they do for exemptions set forth in §4005.012 and
				§4005.013 of the Securities Act.
(b) For the purposes of §4005.021, an
				employee of the owner of an oil, gas, or mineral lease, fee, or title may aid
				such owner/employer in selling interests in such lease, fee, or title and will
				not be considered an agent required to be licensed under the Act provided all
				the following conditions are satisfied:
(1)
				the employee was not hired for the purpose of offering or selling such
				securities;
(2) the employee's
				activity involving the offer and sale of such securities is strictly incidental
				to his bona fide primary nonsecurities-related work duties; and
(3) the employee's compensation is based
				solely on the performance of such other duties, i.e., the employee does not
				receive any compensation for offering for sale, selling, or otherwise aiding in
				the sale of securities.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.17 - Banks under the Securities Act, Section 5.L

Current through Reg. 49, No. 28; July 12, 2024
(a) The phrase "any savings and loan
				association organized and subject to regulation under the laws of this State"
				shall include any Texas state chartered savings bank.
(b) The phrase "any federal savings and loan
				association" shall include any federally chartered savings bank.
(c) The phrase "any bank organized and
				subject to regulation . . . under the laws of any State or territory of the
				United States" shall include any Texas state chartered limited banking
				association.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 109 - TRANSACTIONS EXEMPT FROM REGISTRATION › Section 109.17 - Banks under the Securities Act, Section 4005.016

Current through Reg. 49, No. 28; July 12, 2024
(a) The phrase
				"a savings and loan association organized and subject to regulation under the
				laws of this State" shall include any Texas state chartered savings
				bank.
(b) The phrase "a federal
				savings and loan association" shall include any federally chartered savings
				bank.
(c) The phrase "a bank
				organized and subject to regulation under the laws of. . . " shall include any
				Texas state chartered limited banking association.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 111 - SECURITIES EXEMPT FROM REGISTRATION › Section 111.2 - Listed and Designated Securities

Current through Reg. 49, No. 28; July 12, 2024
(a) Fully listed. As used in the Texas
				Securities Act, §6.F, "fully listed" includes any security listed or
				approved for listing upon notice of issuance on an exchange specified in the
				Act, §6.F, or on an exchange listed in subsection (b) of this
				section.
(b) Approved exchanges.
				The Securities Commissioner has approved the following exchanges, by written
				order, as satisfying the requirements of the Texas Securities Act, §6.F,
				for eligibility:
(1) Pacific Stock
				Exchange;
(2) Chicago Board Options
				Exchange.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.1 - 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) Registration by
				Coordination--Refers to Subchapter C of Chapter 4003 of the Texas Securities
				Act.
(3) Registration by
				Qualification--Refers to Subchapter A of Chapter 4003 of the Texas Securities
				Act.
(4) Registration
				Sections--Refers to Subchapters A, B, and C of Chapter 4003 of the Texas
				Securities Act.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.2 - Registration by Qualification or Coordination

Current through Reg. 49, No. 28; July 12, 2024
(a)
				Registration by Qualification. A Regulation "A" filing with the SEC is a form
				of exemption and cannot be the basis for a filing for Registration by
				Coordination with the State Securities Board. Such a registration should meet
				the requirements as outlined in the sections of the Act concerning Registration
				by Qualification or, if federal covered securities, the requirements in §
									114.4 of this title (relating to
				Filings and Fees).
(b) Registration
				by Coordination.
(1) Time to file.
				Applications for Registration by Coordination should be filed contemporaneously
				with the SEC registration application. Delayed filings will jeopardize
				coordination effectiveness. Applications filed after effectiveness with the SEC
				are not eligible to use Registration by Coordination.
(2) Who should file. Applications to register
				securities of open-end investment companies and unit investment trusts subject
				to the provisions of the Investment Company Act of 1940, the Securities Act of
				1933, and the Securities Exchange Act of 1934, will be considered and treated
				as applications for Registration by Coordination, if the securities are not
				federal covered securities as that term is defined in §
										107.2 of this title (relating to
				Definitions). Filings and fees relating to federal covered securities are
				addressed in Chapter 114 of this title (relating to Federal Covered
				Securities).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.3 - Fair, Just, and Equitable Standards

Current through Reg. 49, No. 28; July 12, 2024
The following factors, among others, will usually be
				  considered in determining whether or not a securities issue is fair, just, and
				  equitable.
(1) General meaning. "Fair,
				just, and equitable" as used in the Texas Securities Act, §4003.006 and
				§4003.103, means fair, just, and equitable to the new investors. It does
				not relate to customers or competitors of the business as such and does not
				apply to other business relationships of the issuer, promoter, or business. The
				words "fair, just, and equitable" are accorded their generally recognized
				meanings and are not used in any narrow, technical sense.
(2) Limitation on liability. Issues of
				securities that expose public investors to unlimited liability normally are not
				fair, just, or equitable; however, the Securities Commissioner may consider
				disclosure, sophistication of investors, potential probability of liability,
				amount of potential liability exposure, and amount of insurance against such
				exposure as possible mitigating factors.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.4 - Application for Registration

Current through Reg. 49, No. 28; July 12, 2024
(a) Misleading
				name. The improper use by an applicant of an assumed name containing
				"incorporated," "corporation," "associates," "limited," or an abbreviation of
				one of those words, may be grounds for denying registration if such designation
				is thereby misleading.
(b) No
				recommendations by Board. The State Securities Board will not recommend any
				specific dealer, underwriter, lawyer, or accountant to an applicant in any
				matter concerning the preparation and presentation for approval of a securities
				registration application.
(c)
				Consents to service of process.
(1) Except as
				provided in paragraph (2) of this subsection, all applications to register
				securities issued by an issuer which is organized under the laws of any other
				state, territory, or government, or domiciled in any state other than Texas,
				must include with the application a written consent to service of process duly
				executed by an authorized agent of the issuer appointing the Securities
				Commissioner irrevocably its true and lawful attorney upon whom process in any
				action or proceeding against such issuer arising out of any transaction subject
				to the Texas Securities Act may be served with the same effect as if such
				issuer were organized or created under the laws of Texas and had been lawfully
				served with process herein.
(2) The
				consent to service of process required under paragraph (1) of this subsection
				is not required when the application for registration is filed 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 113 - REGISTRATION OF SECURITIES › Section 113.5 - Financial Statements

Current through Reg. 49, No. 28; July 12, 2024
(a) Audited
				financial statements. Except as provided in subsection (b) of this section, all
				financial statements submitted to the Securities Commissioner pursuant to the
				Texas Securities Act, §§4003.002, 4003.003 or 4003.004 (including all
				financial statements of the issuer and any entity that is being taken over by
				an issuer which has not been operating) must be audited, and an opinion must be
				expressed by an independent certified public accountant or an independent
				public accountant. Such opinion shall be one acceptable to the
				Commissioner.
(b) Reviewed
				financial statements. Financial statements, prepared in accordance with
				generally accepted accounting principles, submitted by a small business issuer
				in connection with a small business offering may be reviewed by an independent
				certified public accountant in accordance with the standards for reviewed
				financial statements promulgated by the American Institute of Certified Public
				Accountants.
(c) Small business
				issuer. For purposes of subsection (b) of this section, the term "small
				business issuer" shall mean any corporation:
(1) that has not previously sold securities
				by means of an offering involving public solicitation or advertising unless
				such offering was made in compliance with:
(A) former §
											139.25 of this title (relating to
				Intrastate Crowdfunding Exemption);
(B)
											§ 139.26 of this title (relating to
				Intrastate Crowdfunding Exemption for SEC Rule 147A Offerings);
(C)
											§
											RSA
				139.16 of this title (relating to Sales to
				Individual Accredited Investors);
(D)
											§
											RSA
				139.19 of this title (relating to Accredited
				Investor Exemption);
(E)
											§
											RSA
				109.4 of this title (relating to Securities
				Registration Exemption for Sales to Financial Institutions and Certain
				Institutional Investors); or
(F) the
				Texas Securities Act, §4005.011;
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.6 - Renewal Update

Current through Reg. 49, No. 28; July 12, 2024
It is the responsibility of the applicant for renewal to see
				  that all exhibits and information required to be filed with the Securities
				  Commissioner for an original registration pursuant to the Registration Sections
				  are maintained current with the Commissioner for the issuer whose registration
				  is renewed under the Act, so long as the permit is outstanding. Whenever there
				  are material changes, the prospectus must be amended and filed with the
				  Commissioner.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.7 - Reporting Changes in Filed Materials

Current through Reg. 49, No. 28; July 12, 2024
While an application to register securities is pending with
				  the securities commissioner, any change in information material to the
				  application (including documents on file such as financials) must be promptly
				  reported to the commissioner by the applicant, and any new developments which
				  are material must likewise be promptly reported by the
				  applicant.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.8 - Notification of Status in Other States

Current through Reg. 49, No. 28; July 12, 2024
Any issuer with an application for Registration by
				  Coordination pending must file with the Securities Commissioner the original
				  list of other states where filing has been made or is expected to be made as
				  required by the Act, §4003.102(1)(B), and must make a timely report of the
				  names of any states where such an application is subsequently made, withdrawn,
				  or denied (together with the reasons for any withdrawal or
				  denial).
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.9 - Securities Underlying Transferable Warrants and Employee Stock Options

Current through Reg. 49, No. 28; July 12, 2024
(a) When equity securities underlying
				transferable warrants or employee stock options are registered under the
				Registration Sections, those equity securities shall thereafter be deemed to be
				properly registered in Texas regardless of the time at which the warrants are
				exercised by warrant or option holders. Continuous registration (or annual
				renewal of registration) of the underlying equity securities during the life of
				the warrants or options shall not be required solely because of the existence
				of outstanding warrants or options.
(b) Once the distribution process is
				completed pursuant to the registration, the issuer or dealer who sold such
				registered securities is not required to remain continuously registered
				pursuant to the Texas Securities Act, §4004.051, solely because of the
				existence of outstanding warrants or options. However, if the issuer or dealer
				solicits the holders to exercise their warrants or options, the issuer or
				dealer must be registered as a securities dealer if the transaction does not
				fall within an exemption other than this section.
(c) This section is adopted pursuant to the
				authority granted by the Texas Securities Act, §4004.001 and
				§4005.024.
Texas Administrative Code › Title 7 - BANKING AND SECURITIES › Part 7 - STATE SECURITIES BOARD › Chapter 113 - REGISTRATION OF SECURITIES › Section 113.10 - Sales Reports

Current through Reg. 49, No. 28; July 12, 2024
All registrants must prepare and forward to the securities
				  commissioner annual reports showing the amount of securities which have been
				  sold in Texas, the consideration received therefor, and the amount of unsold
				  securities authorized to be sold in Texas. Upon completion of all offerings of
				  securities registered in Texas, a final sales report must be filed with the
				  securities commissioner showing the total aggregate amount of securities sold
				  by a registrant and the total consideration received
				  therefor.