reglab/statecodes huggingface dataset:
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:05 - Investment adviser rules › Section 20:08:05:29 - Contents of an investment advisory contract

Current through Register Vol. 51, page 10, July 15, 2024
The provisions of § 20:08:05:29(1)  apply to federal covered investment advisers to the extent that the conduct alleged is fraudulent, deceptive, or as otherwise permitted by the National Securities Markets Improvement Act of 1996.
(1) It is unlawful for any investment adviser, investment adviser representative, or federal covered investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing:
(a) The services to be provided, the term of the contract, the investment advisory fee, the formula for computing the fee, the amount of prepaid fee to be returned in the event of termination or non-performance of the contract, and any grant of discretionary power to the investment adviser, investment adviser representative, or federal covered investment adviser;
(b) That no direct or indirect assignment or transfer of the contract may be made by the investment adviser, investment adviser representative, or federal covered investment adviser without the consent of the client or other party to the contract;
(c) That the investment adviser, investment adviser representative, or federal covered investment adviser may not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client;
(d) That the investment adviser, investment adviser representative, or federal covered investment adviser, if a partnership, shall notify the client or other party to the investment contract of any change in the membership of the partnership within a reasonable time after the change.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:01 - Notice filing for open-end investment companies

Current through Register Vol. 51, page 10, July 15, 2024
Prior to any offer or sale of securities, issued by an open-end investment company, that are covered securities pursuant to section 18(b)(2) of the Securities Act of 1933, the following notice and fee must be submitted to the division:
(1) A signed NASAA Form NF, Uniform Notice Filing Form;
(2) A signed NASAA Form U-2, Uniform Consent to Service of Process. An issuer who has filed a Form U-2 in connection with a previous notice filing need not file another; and
(3) The initial or renewal fee as set forth in SDCL  47-31B-302.
A renewal filing is required annually.
General Authority:
SDCL  47-31B-302(a),  47-31B-605(a)(1),  47-31B-605(b).
Law Implemented:
SDCL  47-31B-103,  47-31B-302(a)(1) and (2),  47-31B-302(b),  47-31B-302(d).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:02 - Notice filing for closed-end investment companies

Current through Register Vol. 51, page 10, July 15, 2024
Prior to any offer or sale of securities issued by a closed-end investment company that are covered securities pursuant to section 18(b)(2) of the Securities Act of 1933, the following notice and fee must be submitted to the division:
(1) A signed Form NF, Uniform Notice Filing Form;
(2) A signed Form U-2, Uniform Consent to Service of Process. An issuer who has filed a Form U-2 in connection with a previous notice filing need not file another; and
(3) An initial or renewal fee as set forth in SDCL  47-31B-302.
General Authority:
SDCL  47-31B-302(a),  47-31B-605(a)(1),  47-31B-605(b).
Law Implemented:
SDCL  47-31B-103,  47-31B-302(a)(1) and (2),  47-31B-302(b),  47-31B-302(d).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:03 - Notice filing for unit investment trusts

Current through Register Vol. 51, page 10, July 15, 2024
Prior to any offer or sale of securities issued by a unit investment trust that are covered securities pursuant to section 18(b)(2) of the Securities Act of 1933, the following notice and fee must be submitted to the division:
(1) A signed Form NF, Uniform Notice Filing Form;
(2) A signed Form U-2, Uniform Consent to Service of Process. An issuer who has filed a Form U-2 in connection with a previous notice filing need not file another; and
(3) An initial or renewal filing fee pursuant to SDCL  47-31B-302.
General Authority:
SDCL  47-31B-302(a),  47-31B-605(a)(1),  47-31B-605(b).
Law Implemented:
SDCL  47-31B-103,  47-31B-302(a)(1) and (2),  47-31B-302(b),  47-31B-302(d).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:03.01 - Notice filing for face-amount certificate company

Current through Register Vol. 51, page 10, July 15, 2024
Prior to any offer or sale of face amount certificate Company securities that are covered securities pursuant to section 18(b)(2) of the Securities Act of 1933, the following notice and fee must be submitted:
(1) A signed Form NF, Uniform Notice Filing Form;
(2) A uniform consent to service of process, Form U-2 ; and
(3) The same fee as set forth in SDCL  47-31B-302(a)(1)  for closed end management companies.
General Authority:
SDCL  47-31B-302(a).
Law Implemented:
SDCL  47-31B-103,  47-31B-302(a)(1) and (2),  47-31B-302(b),  47-31B-302(d).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:03.02 - Notice filing for Rule 504, and 506 Reg. D offerings

Current through Register Vol. 51, page 10, July 15, 2024
(1) Rule 504.
A. Securities offered and sold pursuant to 17 C.F.R. §
											230.504 are exempt from SDCL 47-31B-301. In order to qualify for this exemption, there must be full compliance with 17 C.F.R. §
											230.504.
B. Disqualification. The exemption under subsection (1)(A) is not available to an issuer if the issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, beneficial owners of ten percent or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of such underwriter:
1. Within the last five years, has filed a registration statement which is the subject of a currently effective registration stop order entered by any state securities administrator or the U.S. Securities and Exchange Commission;
2. Within the last five years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or involving fraud or deceit;
3. Is currently subject to any state or federal administrative enforcement order or judgment, entered within the last five years, finding fraud or deceit in connection with the purchase or sale of any security; or
4. Is currently subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the last five years, temporarily, preliminary, or permanently restraining such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.
C. Subsection (1)(B) does not apply if:
1. The party subject to the disqualification is licensed or registered to conduct securities related business in the state in which the order, judgment, or decree creating the disqualification was entered against such party;
2. Before the first offer under this exemption, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification; or
3. The issuer establishes that it did not know and in the exercise of reasonable care, based on a factual inquiry, could not have known that a disqualification existed under this subsection.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:13 - Nonprofit corporations

Current through Register Vol. 51, page 10, July 15, 2024
The exemption granted in SDCL  47-31B-201(7)  for non-profit organizations, also includes community development organizations, economic development organizations, agricultural trade associations, and attorney, doctor, chiropractic, dental, and other professional associations.
General Authority:
SDCL  47-31B-203.
Law Implemented:
SDCL  47-31B-201(7),  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:17 - Foreign cooperatives

Current through Register Vol. 51, page 10, July 15, 2024
A foreign cooperative, that has been issued a certificate of authority by the South Dakota secretary of state and has filed the required annual reports, is entitled to the same exemptions as a domestic cooperative pursuant to SDCL  47-31B-201(8).
General Authority:
SDCL  47-31B-203,  47-31B-605(a)(1),  47-31B-605(a)(3).
Law Implemented:
SDCL  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:20 - Unsolicited orders

Current through Register Vol. 51, page 10, July 15, 2024
Any purchaser acquiring a security pursuant to the exemption specified in section SDCL  47-31B-202(6)  shall acknowledge in writing that his/her order to buy was unsolicited. However, no such acknowledgement is required if the confirmation furnished the purchaser is clearly marked "Unsolicited Order" or the broker-dealer furnishes the purchaser before or concurrently with the delivery of the confirmation a memorandum stating that the transaction is based upon an unsolicited order to buy.
General Authority:
SDCL  47-31B-605(a)(1),  47-31B-605(b).
Law Implemented:
SDCL  47-31B-202(6).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:21 - Real estate and mortgage-backed securities

Current through Register Vol. 51, page 10, July 15, 2024
The exemption for real estate and mortgage-backed securities specified in SDCL  47-31B-202(11)  does not include any transaction which involves a security that is an investment contract or a profit-sharing agreement.
General Authority:
SDCL  47-31B-203,  47-31B-605(a)(1),  47-31B-605(a)(3).
Law Implemented:
SDCL  47-31B-202(11),  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:23 - Sales to existing security holders/standby commissions

Current through Register Vol. 51, page 10, July 15, 2024
For purposes of SDCL  47-31B-202(15), a standby commission means payment to an underwriter for risk and services in connection with the commitment to take down any portion of the offering which is not taken down by the security holders. No other commissions or remuneration may be paid. If a commission is paid, the issuer must file a notice specifying the terms of the offer to the director prior to making the offer to security holders.
General Authority:
SDCL  47-31B-605(a)(1) and (2).
Law Implemented:
SDCL  47-31B-202(15),  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:24 - Limited offerings general rules

Current through Register Vol. 51, page 10, July 15, 2024
(1) Limited offerings issued pursuant to an exemption from registration under SDCL  47-31B-203 will be reviewed on the basis of "full disclosure" rather than "merit" review.
(2) Any disclosure document used, shall contain full disclosure of all material facts relating to the issuer and the offer and sale of the securities. The North American Securities Administrators Association (NASAA) guidelines or statements of policy, may be used by the division for purposes of reviewing the adequacy of disclosure in the disclosure document.
(3) Before any sales are made to non-accredited investors in this state, one of the following conditions must be satisfied. The issuer and any person acting on its behalf shall have reasonable grounds to believe, and after making reasonable inquiry shall believe, that one of the following conditions are satisfied:
(a) The investment is suitable for the purchaser upon the basis of the facts, if any, disclosed by the purchaser as to the purchaser's other security holdings, financial situation and needs.
(b) The purchaser, either alone or with his or her purchaser representative(s), has such knowledge and experience in financial and business matters that he or she is or they are capable of evaluating the merits and risks of the prospective investment.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:25 - Intrastate limited offering transactional exemption

Current through Register Vol. 51, page 10, July 15, 2024
Any sale by an issuer having its principal office in this state is eligible for the intrastate limited offering transactional exemption according to the following conditions:
A.
(1) The total number of sales is not made to more than thirty-five non-accredited persons in this state;
(a) "Persons in this state" include any sale that physically takes place within this state, whether to residents or nonresidents;
(b) Integration: Offers and sales that are made more than six months before the start of an intrastate limited offering or are made more than six months after completion of an intrastate limited offering will not be considered part of that offering, so long as during those six month periods there are no offers or sales of securities by or for the issuer that are of the same or a similar class as those offered or sold under the intrastate limited offering, other than those offers or sales of securities under an employee benefit plan pursuant to SDCL 47-31B-202(21);
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:26 - Uniform limited offering exemption - Reg. A, Reg. D, Rule 504, Rule 505, and SCOR.Repealed

Current through Register Vol. 51, page 10, July 15, 2024
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:29 - Model accredited investor exemption

Current through Register Vol. 51, page 10, July 15, 2024
Any offer or sale of a security in a transaction that meets the following requirements is exempted from SDCL 47-31B-301:
(1) Sales of securities shall be made only to persons who are or the issuer reasonably believes are accredited investors as defined in 17 C.F.R. §
										230.501.
(2) The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to distribution or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within 12 months of sale is presumed to be with a view to distribution and not for investment, except a resale pursuant to a registration statement effective under SDCL chapter 47-3 IB or to an accredited investor pursuant to an exemption available under SDCL  47-31B-201 and  47-31B-202.
(3) The exemption available under this rule is not available to an issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, beneficial owners often percent or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of the underwriter:
(a) Within the last five years, has filed a registration statement which is the subject of a currently effective registration stop order entered by any state securities administrator or the United States Securities and Exchange Commission;
(b) Within the last five years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or involving fraud or deceit;
(c) Is currently subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the last five years, temporarily, preliminary, or permanently restraining or enjoining the party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:30 - Manual exemption

Current through Register Vol. 51, page 10, July 15, 2024
The following nationally recognized securities manuals are approved for purposes of SDCL  47-31B-202(2)(D).
(1) Mergent's Industrial Manual;
(2) Mergent's Bank and Finance Manual;
(3) Mergent's Public Utility Manual;
(4) Mergent's Municipal and Governmental Manual;
(5) Mergent's Transportation Manual;
(6) Mergent's OTC Industrial Manual;
(7) Mergent's OTC Unlisted Manual;
(8) Mergent's International Manual;
(9) QTCQX Market;
(10) QTCQB Market.
General Authority:
SDCL  47-31B-202(D),  47-31B-605(a)(1),  47-31B-605(a)(3).
Law Implemented:
SDCL  47-31B-202(D).
Note:
Mergent's manuals can be located at
http://www.mergent.com/
. QTCQX and QTCQB can be located at
http://www.otcmarkets.com/home
.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:31 - Viatical settlements

Current through Register Vol. 51, page 10, July 15, 2024
(1) Viatical settlements: Pursuant to SDCL  47-31B-102(28), viatical settlements are defined as securities. Viatical settlements are hereinafter referred to as "viatical investments." All persons involved in the offer and/or sale of viatical investments are subject to the registration and antifraud provisions of SDCL chapter 47-31 B.
(2) The standards contained in the NASAA "Guidelines Regarding Viatical Investments" ("Guidelines") as of May 1, 2004, including the definitions, are incorporated herein by reference and apply to the offer and sale of viatical investments the proceeds of which primarily finance the purchase of life insurance policies from viators. These guidelines do not apply to investments in a pool of life insurance policies, as those offerings are covered by existing registration guidelines. Applications not conforming to the standards contained herein shall be looked upon with disfavor. However, the director shall review such documents based on full disclosure and may allow waivers or exceptions from certain standards under these guidelines.
(3) Prior to the first offer or sale of a viatical investment in this state, the issuer must file with the division the following completed documents according to the NASAA Guidelines:
(a). A document that shows compliance with NASAA Guideline Section II "Requirements of the viatical issuer."
(b). A document that shows compliance with NASAA Guideline Section III "Suitability of Participants."
(c). A document that shows compliance with NASAA Guideline Section IV "Escrow Requirements."
(d). A document that shows compliance with NASAA Guideline V(B) "Compensation."
(e). A document that shows compliance with NASAA Guideline VIII "Offering Circular."
(f). A document that shows the issuers' intent to comply with NASAA Guideline IX "Post Sale Disclosure."
(g). A signed Form U-2, Uniform Consent to Service of Process.
(h). The fee as set forth in SDCL  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:32 - Canadian-United States cross-border trading exemption

Current through Register Vol. 51, page 10, July 15, 2024
Any offer or sale of a security effected by a Canadian broker-dealer exempted from broker-dealer registration pursuant to SDCL  47-31B-401(d)  is exempted from the securities registration requirements of SDCL  47-31B-301.
General Authority:
SDCL  47-31B-605(a)(1),  47-31B-605(a)(3).
Law Implemented:
SDCL  47-31B-203.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:33 - Church extension fund securities

Current through Register Vol. 51, page 10, July 15, 2024
(1) Definitions.
(a) Church extension fund means a not-for-profit organization affiliated or associated with a denomination, or a fund that is accounted for separately by a denomination organized as a not-for-profit organization, that offers and sells notes primarily to provide funding for loans to various affiliated churches and related religious organizations of the denomination for the acquisition of property, construction or acquisition of buildings, and other related capital expenditures or operating needs.
(b) Denomination means a national or regional religious organization or association that consists of or acts on behalf of its individual affiliated churches as well as various affiliated national or regional administrative and religious organizations or units. The organization, associations, churches, or units described in this definition shall be organized as or associated with a not-for-profit organization.
(c) Not-for-profit means an entity as described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, that is accounted for as a not-for-profit organization under generally accepted accounting principles (GAAP) in the United States. A not-for-profit organization generally possesses the following characteristics, in varying degrees, that distinguish it from a business enterprise: contributions of significant amounts of resource providers who do not expect commensurate or proportionate pecuniary return; operating purposes other than to provide goods or services at a profit; and absence of ownership interests like those of business enterprises.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:34 - Solicitation of interest

Current through Register Vol. 51, page 10, July 15, 2024
1. Scope of the exemption. The solicitation of interest exemption under SDCL  47-31B-202(17)  if only available to issuers that register by qualification under SDCL  47-31B-304(b)(13)  and have filed with the division, and are exempt from registration from the Securities Act of 1933. Oral offers may be made both before and after a registration statement is effective provided there is compliance with this rule.
2. Form and content. The record to offerees shall consist of a preliminary offering document that meets the following requirements:
a. The outside front cover page shall comply with subsection 230.555(a)(1) of regulation A under the Securities Act of 1933 or state:
"A registration statement pursuant to SDCL chapter 47-31 B relating to these securities has been filed with the South Dakota Division of Insurance. This Preliminary Offering Document is being distributed pursuant to the exemption under SDCL  47-31B-202(17). Information contained in this Preliminary Offering Document is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering document which is not designated as a Preliminary Offering Document is delivered and the offering statement filed with the Division becomes qualified. This Preliminary Offering Document does not constitute an offer to sell or the solicitation of an offer to buy. Under no circumstances shall the issuer collect any funds for the securities while relying upon the exemption under SDCL  47-31B-202(17)."; and
b. The preliminary offering document shall contain substantially the information required in an offering circular under the Form 1-A or Form U-7.
c. Filing. The issuer shall file the preliminary offering document and all related documents with the division as part of the registration statement prior to making any solicitations of interest under the exemption of SDCL  47-31B-202(17).
d. No funds may be collected by the issuer for the securities while relying upon the exemption under SDCL  47-31B-202(17).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:35 - Merger and consolidation

Current through Register Vol. 51, page 10, July 15, 2024
The transactional exemption granted pursuant to SDCL  47-31B-202(18)  does not apply if the transaction was made for the purpose of avoiding the registration requirements of SDCL chapter 47-31 B.
General Authority:
SDCL  47-31B-605(a)(1).
Law Implemented:
SDCL  47-31B-202(18).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:36 - Designated foreign jurisdiction

Current through Register Vol. 51, page 10, July 15, 2024
In designating a foreign jurisdiction under SDCL  47-31B-202(23), the director shall consider whether a foreign jurisdiction's laws provide substantially similar protection to investors as is provided by the Securities Exchange Act of 1934 with respect to securities listed on a national securities exchange in the United States. However, the director may waive a particular requirement for national exchanges under the Securities Exchange Act of 1934 when making a determination for designating a foreign jurisdiction or exchange designation.
General Authority:
SDCL  47-31B-202(23),  47-31B-605(a)(1).
Law Implemented:
SDCL  47-31B-103,  47-31B-202(23).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:37 - Twenty-five purchasers exempt transaction

Current through Register Vol. 51, page 10, July 15, 2024
(1) Payment of compensation to a finder as set forth in §
									20:08:03:17  is not considered a violation of SDCL  47-31B-202(14)(C).
(2) For calculating the number of purchasers under SDCL  47-31B-202(14)(A), the following purchasers shall be excluded:
(a) Any relative, spouse, or relative of the spouse of a purchaser who has the same principal residence as the purchaser;
(b) Any trust or estate in which a purchaser and any of the persons related to the purchaser as specified in § 20:08:07:37(2)(a)  or 20:08:07:37(2)(c)  collectively have more than 50 percent of the beneficial interest (excluding contingent interests);
(c) Any corporation or other organization of which a purchaser and any of the persons related to the purchaser as specified in subsection 20:08:07:37(2)(a) or 20:08:07:37(2)(b) of this section collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interest;
(d) A corporation, partnership, or other entity shall be counted as one purchaser. However, if that entity is organized for the specific purpose of acquiring the securities offered, then each beneficial owner of equity securities or equity interests in the entity shall count as a separate purchaser except to the extent provided in subdivision (a) of this section;
(e) A non-contributory employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan;
(f) Any executive officer of the issuer offering and selling securities may not be counted as a purchaser pursuant to SDCL  47-31B-202(14). "Executive officer" means the president, any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform such policy making functions for the issuer.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:38 - Entities for economic development

Current through Register Vol. 51, page 10, July 15, 2024
(1) In order to facilitate economic development, a potential issuer may present a business plan at a public meeting prior to the registration of securities if the following conditions are met:
(a) The meeting is called by an entity organized and operated primarily for economic development, and not for pecuniary profit no part of the net earnings of which inures to the benefit of a stockholder or other person;
(b) The entity complies with the finder rules as set forth in §
										20:08:03:17; and
(c) The potential issuer makes no offer or sale of a security at a meeting and prior to complying with SDCL chapter 47-31 B and the rules promulgated pursuant to that chapter.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:39 - Isolated non-issuer exemption

Current through Register Vol. 51, page 10, July 15, 2024
The term, isolated, as used in SDCL  47-31B-202(1), means standing alone, detached, separate as opposed to repeated or successive. Whether a sale is isolated depends upon the facts and circumstances of each transaction in the light of the purpose of chapter 47-31 B. A non-issuer transaction is a transaction or distribution not directly or indirectly for the benefit of the issuer
General Authority:
SDCL  47-31B-605(a)(3).
Law Implemented:
SDCL  47-31B-202(1).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:40 - Request for Transactional Exemption Pursuant to a Fairness Determination

Current through Register Vol. 51, page 10, July 15, 2024
(1) Any person seeking the director's approval, pursuant to SDCL § 47-31 B-202(9), of the fairness of the terms and conditions of the issuance and delivery of securities in exchange for outstanding securities, claims, or property interests, shall make application with the director as described in paragraph (2) below. The director may in his sole discretion reject any application.
The director will only consider an application for a proposed exchange transaction where five percent (5%) or more of the persons to whom it is proposed to issue securities or to deliver other consideration in an exchange under SDCL § 47-31 B-202(9) are persons who are South Dakota residents, and:
(a) The applicant is a domestic business entity formed, organized, or incorporated under the laws of South Dakota; or
(b) The applicant is a business entity whose headquarters or principal place of business is located in South Dakota;
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:41 - Notice Filing Requirement for Federal Crowdfunding Offerings

Current through Register Vol. 51, page 10, July 15, 2024
The following provisions apply to offerings made under federal Regulation Crowdfunding ( 17 CFR § 227 ) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933:
(1) Initial filing. An issuer that offers and sells securities in an offering exempt under federal Regulation Crowdfunding and that either (1) has its principal place of business in this state or (2) sells 50% or greater of the aggregate amount of the offering to residents of this state, shall file the following with the Division of Insurance:
(a) A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the Securities and Exchange Commission;
(b) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and
(c) The filing fee prescribed by SDCL  47-31B-302(e).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:42 - Notice Filing Requirement for Regulation A - Tier 2 Offering

Current through Register Vol. 51, page 10, July 15, 2024
The following provisions apply to offerings made under Tier 2 of federal Regulation A and Section 18(b)(3) of the Securities Act of 1933:
(1) Initial Filing. An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A shall submit the following at least twenty-one calendar days prior to the initial sale in this state:
(a) A completed Regulation A - Tier 2 notice filing form or copies of all documents filed with the Securities and Exchange Commission;
(b) A consent to service of process on Form U-2 if not filing on the Regulation A - Tier 2 notice filing form; and
(c) The filing fee prescribed by SDCL  47-31B-302(e).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:08 - SECURITIES › Chapter 20:08:07 - Notice filings for covered securities and registration exemptions › Section 20:08:07:43 - Transactional exemption from registration of issuers that comply with ongoing reporting requirements under Tier 2 of Regulation A

Current through Register Vol. 51, page 10, July 15, 2024
Secondary sales of securities of an issuer that previously sold securities in an offering qualified under Tier 2 of Regulation A are exempt provided that the issuer is subject to and current in it ongoing reporting requirements under 17 CFR §
										230.257(b) at the time of the sale and complies with the terms of the exemption from registration in §47-31B-202(2).
General Authority:
SDCL  47-31B-203,  47-31B-605.
Law Implemented:
SDCL  47-31B-103,  47-31B-202(2).
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:01 - Definitions › Section 20:09:01:02 - Authority mortgage loan defined

Current through Register Vol. 51, page 10, July 15, 2024
An authority mortgage loan is a mortgage loan authorized by resolution or by a mortgage loan commitment and issued on behalf of the authority to a housing sponsor for the purpose of providing construction financing or long-term financing, or both, for a housing development or to a person or family for residential housing. In addition, the loan is made in whole or in part from the proceeds of sale of the authority's notes or bonds and any other available funds, including a mortgage loan involving participation by the authority with one or more mortgage lenders.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143,  11-11-180.
Law Implemented:
SDCL  11-11-2,  11-11-3(1),  11-11-3(4),  11-11-3(7),  11-11-5(13),  11-11-6,  11-11-7,  11-11-30,  11-11-40, 11-11-110,  11-11-118,  11-11-119, 11-11-129(2),  11-11-134.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:01 - Definitions › Section 20:09:01:03 - Other authority financing defined

Current through Register Vol. 51, page 10, July 15, 2024
Other authority financing is any loan or financial assistance from the authority, other than an authority mortgage loan, to another entity. Other authority financing includes grants, loan guarantees, subordinated loans, loans whether secured or unsecured, loan participations, equity participations, and loans made by third-party lenders pursuant to programs established by the authority. Other authority financing does not include low-income housing tax credits, which are awarded in accordance with the Internal Revenue Code of 1986 as amended.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143,  11-11-180.
Law Implemented:
SDCL  11-11-3(2),  11-11-99, 11-11-106, 11-11-110,  11-11-151.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:02 - Initiated procedures › Section 20:09:02:02 - Petition for declaratory ruling

Current through Register Vol. 51, page 10, July 15, 2024
A petition for a declaratory ruling shall be filed with the authority in substantially the following form:
SOUTH DAKOTA HOUSING DEVELOPMENT AUTHORITY
Pursuant to the provisions of SDCL  1-26-16, I (name of petitioner), of (address of petitioner), am (title or capacity of petitioner), and do hereby petition the South Dakota Housing Development Authority for its declaratory ruling in regard to the following:
(1) The State statute or South Dakota Housing Development Authority rule in question is: (identify and quote the statute or rule in question).
(2) The facts and circumstances which give rise to the issue to be answered by the Authority's declaratory ruling are:
(3) The precise issue to be answered by the Authority's declaratory ruling is:
Dated this ______ day of _____________, 19____.
(Signature of petitioner)
General Authority:
SDCL  11-11-30.
Law Implemented:
SDCL  1-26-15.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:01 - Appeal to authority or administrative agent for explanation of loan refusal

Current through Register Vol. 51, page 10, July 15, 2024
An applicant who is refused an authority loan or other authority financing by the authority or an administrative agent may demand in writing a written explanation of the specific reasons for refusal of the authority mortgage loan or other authority financing. The authority or its administrative agent shall comply with the demand within 30 working days.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:02 - Appeal to executive director

Current through Register Vol. 51, page 10, July 15, 2024
After receiving a written explanation, the applicant may appeal, in writing, to the executive director, adding any further information or explanations of extenuating circumstances the applicant wants. The executive director shall consider the appeal and the additional information and shall respond in writing to the applicant within 20 working days with a decision either to uphold or overturn the refusal, together with reasons.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:03 - Appeal to board

Current through Register Vol. 51, page 10, July 15, 2024
If the executive director upholds the denial, the applicant may appeal the decision by submitting a written outline of the applicant's case to the chairman of the board to be considered at the next meeting scheduled after receipt of the outline or by submitting a written request to the executive director for an opportunity to appear before the board during its next meeting scheduled after receipt of the written request. If the applicant wishes to appear before the board, the executive director shall notify the applicant in writing at least five calendar days before the scheduled board meeting of the time, date, and place of the meeting. In either case, the applicant shall be informed in writing of the board's decision and the reasons for it within ten working days after the board meeting.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:04 - Notice of appeal procedure

Current through Register Vol. 51, page 10, July 15, 2024
The authority or its administrative agent shall advise an applicant who is refused an authority mortgage loan or other authority financing in detail of the appeals procedure available, and shall provide the applicant in writing with the name, address, and telephone number of the executive director and the name and address of the chair of the board.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16,  1-26-17,  1-26-18.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:05 - Administrative agent appeal for written explanation

Current through Register Vol. 51, page 10, July 15, 2024
Any administrative agent who is aggrieved by an action taken by the authority which affects that administrative agent's contractual relationship with the authority may demand in writing an explanation of the action taken by the authority.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16,  1-26-17,  1-26-18.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:03 - Appeals › Section 20:09:03:06 - Administrative agent appeal procedure

Current through Register Vol. 51, page 10, July 15, 2024
After receiving the written explanation, the administrative agent may appeal the action taken by the authority to the chairman of the board by submitting a written outline of the administrative agent's case to be considered at the next scheduled meeting or by submitting a written request for an opportunity to appear before the board during its next scheduled meeting. If the administrative agent wishes to appear before the board, the administrative agent will be notified in writing by the executive director of the time, date, and place of the next scheduled meeting at least five calendar days in advance of the meeting. In either case, the administrative agent shall be informed of the board's decision and the reasons therefor within ten working days after the board meeting.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  1-26-16,  1-26-17,  1-26-18.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:04 - General provisions › Section 20:09:04:02 - Applications

Current through Register Vol. 51, page 10, July 15, 2024
Applications to the authority shall be made upon forms provided by the executive director.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL 11-11-128(1),  11-11-151.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:04 - General provisions › Section 20:09:04:03 - Application of federal rules

Current through Register Vol. 51, page 10, July 15, 2024
If a housing development or residential housing unit is financed by an authority mortgage loan which is, in whole or in part, a federally insured mortgage or is otherwise assisted by the federal government, the authority's action in authorizing or refusing such an authority mortgage loan shall bind the applicant to the rules governing the federal program.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  11-11-3(5),  11-11-34,  11-11-35,  11-11-40, 11-11-142.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:05 - Home ownership loans › Section 20:09:05:01 - Loans through administrative agents

Current through Register Vol. 51, page 10, July 15, 2024
The authority may purchase loans made by administrative agents to eligible applicants for single-family residential housing units. The board will provide mortgage capital in the amounts to which the administrative agent commits itself through a contract with the authority.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  11-11-3(5),  11-11-7,  11-11-34,  11-11-35,  11-11-40,  11-11-43,  11-11-52, 11-11-106, 11-11-110,  11-11-148,  11-11-151.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:05 - Home ownership loans › Section 20:09:05:02 - Loan requirements and restrictions

Current through Register Vol. 51, page 10, July 15, 2024
The authority shall publish and make available the requirements and restrictions applicable to loans for home ownership units.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL  11-11-3(5),  11-11-7,  11-11-34,  11-11-35,  11-11-40,  11-11-43,  11-11-52, 11-11-106, 11-11-110,  11-11-148,  11-11-151.
South Dakota Administrative Rules › Title 20 - PUBLIC SAFETY › Article 20:09 - HOUSING DEVELOPMENT AUTHORITY › Chapter 20:09:06 - Rental housing loans › Section 20:09:06:04 - Mortgage or other authority financing terms

Current through Register Vol. 51, page 10, July 15, 2024
Authority permanent mortgage loans or other authority financing may be made for terms of up to 40 years. The term of any authority mortgage loan or other authority financing, the date for the commencement of the amortization of the principal amount, the amortization period, terms of repayment or prepayment, and other terms and conditions of the loan must be specified in the mortgage documents.
General Authority:
SDCL  11-11-30, 11-11-128,  11-11-141, 11-11-143, 11-11-165, 11-11-168,  11-11-180.
Law Implemented:
SDCL 11-11-106, 11-11-110,  11-11-141, 11-11-142,  11-11-149 to  11-11-151.