reglab/statecodes huggingface dataset:
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 45 - FEDERAL COVERED SECURITIES › Section 21VAC5-45-10 - Investment company notice filing requirements

Current through Register Vol. 40, No. 24, July 15, 2024
A. An investment company that is registered
				or that has filed a registration statement under the Investment Company Act of
				1940 (the 1940 Act) shall make a notice filing with the commission prior to the
				initial offer in this Commonwealth of a security which is a federal covered
				security under § 18(b)(2) of the Securities Act of 1933 ( 15 USC § 77
				r(b)(2)). Notice filings shall be effective upon receipt or, if requested by
				the issuer, concurrent with SEC effectiveness. A notice filing for a unit
				investment trust or a closed-end management company is effective for an
				indefinite period of time from the date of its effectiveness. With respect to
				an open-end management company or a face-amount certificate company, as those
				terms are defined in the 1940 Act, the effectiveness of a notice filing, and
				any renewal thereof, shall expire at midnight on the annual date of its
				effectiveness in Virginia. The effectiveness of such notice may be renewed
				annually for an additional one-year period by filing a renewal notice prior to
				the expiration date. Requirements for investment company filings are set forth
				below:
1. An initial notice filing shall
				contain the following:
a. A copy of each
				document which is part of a current federal registration statement as filed
				with the SEC or a Form NF.
b. An
				executed consent to service of process (Form U-2) appointing the Clerk of the
				Commission, unless a currently effective consent to service of process is on
				file with the commission.
c. A fee
				payable to the Treasurer of Virginia in the amount of 1/20 of 1.0% of the
				maximum aggregate offering price of the securities to be offered in this
				Commonwealth; provided that the fee shall not be less than $200 nor more than
				$700, except that in the case of a unit investment trust, as that term is
				defined in the 1940 Act, the fee shall not be less than $400 nor more than
				$1000.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 45 - FEDERAL COVERED SECURITIES › Section 21VAC5-45-20 - Offerings conducted pursuant to Rule 506 of federal regulation D (17 CFR 230506): filing requirements and issuer-agent exemption

Current through Register Vol. 40, No. 24, July 15, 2024
A. An issuer offering a security that is a
				covered security under § 18 (b)(4)(D) of the Securities Act of 1933 (
				15 USC
				§
										77r(b)(4)(D) ) shall
				file with the commission no later than 15 days after the first sale of such
				federal covered security in this Commonwealth:
1. A notice on SEC Form D (
				17
				CFR 239.500 ), as filed with the
				SEC.
2. A filing fee of $250
				payable to the Treasurer of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 45 - FEDERAL COVERED SECURITIES › Section 21VAC5-45-30 - Federal Regulation A Tier 2 offerings

Current through Register Vol. 40, No. 24, July 15, 2024
A. An issuer planning to offer and sell
				securities in this Commonwealth in an offering exempt under Tier 2 of federal
				Regulation A ( 17 CFR
				230.251 through
				17 CFR
				230.263 ) and § 18(b)(3) or 18(b)(4) of
				the Securities Act of 1933 ( 15 USC §
										77a ) shall submit
				the following at least 21 calendar days prior to the initial sale in this
				Commonwealth:
1. A completed Regulation A -
				Tier 2 notice filing form or copies of all documents filed with the U.S.
				Securities and Exchange Commission;
2. A consent to service of process on Form
				U-2 if not filing on the Regulation A - Tier 2 notice filing form;
				and
3. A filing fee of $500 payable
				the Treasurer of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 45 - FEDERAL COVERED SECURITIES › Section 21VAC5-45-40 - Federal crowdfunding offerings

Current through Register Vol. 40, No. 24, July 15, 2024
A. An issuer that offers and sells securities
				in the Commonwealth in an offering exempt under federal Regulation Crowdfunding
				( 17 CFR
				227.100 through 17 CFR 227.503) and
				§§ 4(a)(6) and 18(b)(4)(c) of the Securities Act of 1933 (
				15 USC §
										77a ), and that either (i) has its principal
				place of business in the Commonwealth or (ii) sells 50% or greater of the
				aggregate amount of the offering to residents of the Commonwealth, shall file
				the following with the commission:
1. A
				completed Uniform Notice of Federal Crowdfunding Offering form or copies of all
				documents filed with the Securities and Exchange Commission (SEC);
				and
2. A consent to service of
				process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding
				form.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 45 - FEDERAL COVERED SECURITIES › Form - FORMS (21VAC5-45)

Current through Register Vol. 40, No. 24, July 15, 2024
Form
				  D, Notice of Exempt Offering of Securities, U.S. Securities and Exchange
				  Commission, SEC1972 (rev. 5/2017)
Uniform
				  Consent to Service of Process, Form U-2 (rev. 7/2017)
Uniform
				  Notice of Regulation A - Tier 2 Offering (undated, filed
				  10/2016)
Form
				  NF - Uniform Investment Company Notice Filing (4/1997)
Uniform
				  Notice of Federal Crowdfunding Offering, Form U-CF (undated, filed
				  9/2017)
Statutory Authority: §§
											12.1-13
					 and
					 13.1-523 of the
					 Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 60 - REPORTS › Section 21VAC5-60-10 - Filing of amended prospectus required

Current through Register Vol. 40, No. 24, July 15, 2024
Registrants whose securities are registered pursuant to
				  § 13.1-509 of the Code of Virginia must file any amended prospectus that
				  is filed with the Securities and Exchange Commission.
Statutory Authority
§ 13.1-523 of the Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 60 - REPORTS › Section 21VAC5-60-20 - Required reports of securities registrants

Current through Register Vol. 40, No. 24, July 15, 2024
Registrants whose securities are registered pursuant to
				  §§ 13.1-508 and 13.1-510 of the Code of Virginia must file the
				  following reports:
1. A report of any
				material changes regarding the issuer or the terms of the offering.
2. A copy of the issuer's unaudited financial
				statements for the period beginning on the date of the certified balance sheet
				or the certified financial statements and ending on such a date as the
				Commission may require.
3. The
				reports must be filed six months after the registration statement is effective
				and continue to be filed at six month intervals so long as the registration
				statement remains effective.
4. The
				issuer may incorporate the reports into the prospectus being utilized and
				submit the document to the Commission.
5. Registrants whose securities are
				registered pursuant to
				21VAC5-30-50 are exempt from
				compliance with this section.
Statutory Authority
§ 13.1-523 of the Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-20 - Expiration

Current through Register Vol. 40, No. 24, July 15, 2024
An investment advisor's registration or federal covered
					 advisor's notice filing shall expire annually at midnight on the 31st day of
					 December, unless renewed in accordance with
					 21VAC5-80-30.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-30 - Renewals

Current through Register Vol. 40, No. 24, July 15, 2024
A. To renew its
				  registration, an investment advisor will be billed by IARD the statutory fee of
				  $200 prior to the annual expiration date. A renewal of registration shall be
				  granted as of course upon payment of the proper fee together with any surety
				  bond that the commission may require pursuant to 21VAC5-80-180 B unless the
				  registration was, or the renewal would be, subject to revocation under §
				  13.1-506 of the Act.
B. To renew
				  its notice filing, a federal covered advisor will be billed by IARD the fee of
				  $200 prior to the annual expiration date. A renewal of notice filing shall be
				  granted as a matter of course upon payment of the proper fee.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-40 - Updates and amendments

Current through Register Vol. 40, No. 24, July 15, 2024
A. An
				  investment advisor or federal covered advisor shall file electronically on
				  IARD, in accordance with Form ADV instructions, any amendments to the
				  investment advisor's Form ADV.
1. An amendment
				  will be considered to be filed promptly if filed within 30 days of the event
				  that requires the filing of the amendment; and
2. Within 90 days of the end of the
				  investment advisor's fiscal year, an investment advisor must file
				  electronically on IARD an Annual Updating Amendment to the Form ADV.
3. An investment advisor is prohibited from
				  using an amendment until it receives notice of acceptance from the commission
				  through IARD.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-50 - Termination of registration and notice filings

Current through Register Vol. 40, No. 24, July 15, 2024
When an investment advisor or federal covered advisor
					 desires to terminate its registration or notice filing, it shall file Form
					 ADV-W on IARD. Notice of termination by a federal covered advisor shall be
					 effective upon receipt by the commission or at a later date specified in the
					 notice.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-60 - Investment advisor merger or consolidation

Current through Register Vol. 40, No. 24, July 15, 2024
In any merger, consolidation, or reorganization of an
					 investment advisor or federal covered advisor, the surviving or new entity
					 shall amend or file, as the case may be, a new application for registration or
					 notice filing together with the proper fee on IARD.
For each investment advisor representative of the new or
					 surviving entity who will transact business in this Commonwealth, an
					 application for registration together with the proper fee or fees must also be
					 filed on IARD in full compliance with the forms prescribed by the commission.
					 The foregoing filing requirement applies to each investment advisor
					 representative who has a place of business located in the Commonwealth and who
					 is connected with a federal covered advisor that is the new or surviving entity
					 to the merger or consolidation.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part I - Investment Advisor Registration, Notice Filing for Federal Covered Advisors, Expiration, Renewal, Updates and Amendments, Terminations and Merger or Consolidation › Section 21VAC5-80-65 - Investment advisor records retention requirements

Current through Register Vol. 40, No. 24, July 15, 2024
The following requirements apply to every registered
					 investment advisor as a condition of registration as an investment advisor
					 under the Act:
1. All of the
				  investment advisor's records, immediately upon the request of the commission,
				  will be made available for inspection by the commission and reproduction for
				  the commission in an office where the records are maintained;
2. All of the investment advisor's records or
				  legible copies of the same, or printouts of the same, pertaining to a
				  securities transaction, any part of which occurred or is to occur within the
				  Commonwealth of Virginia, will be made available for inspection of the
				  commission in the office of the commission's Division of Securities and Retail
				  Franchising within five days after request of the commission for
				  same;
3. The term "records" as used
				  in this section means and includes all books, papers, documents, tapes, films,
				  photographs, electronic readable format or other materials, regardless of
				  physical form or characteristics that (i) are maintained for recordation or
				  storage of information prepared, used or to be used in connection with a
				  securities transaction or (ii) were used or are to be used in connection with
				  securities transactions;
4. Failure
				  to comply with this section may be considered grounds for the institution of a
				  proceeding to revoke an investment advisor's registration or for such other
				  penalty prescribed by the Act; and
5. Any investment advisor subject to a
				  commission investigation may be required to pay the actual cost of the
				  investigation.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-70 - Application for registration as an investment advisor representative

Current through Register Vol. 40, No. 24, July 15, 2024
A. Application for
				  registration as an investment advisor representative shall be filed in
				  compliance with all requirements of CRD and in full compliance with forms and
				  regulations prescribed by the commission. The application shall include all
				  information required by such forms.
B. An application shall be deemed incomplete
				  for registration as an investment advisor representative unless the following
				  executed forms, fee, and information are submitted:
1. Form U4.
2. The statutory fee made payable to FINRA in
				  the amount of $40.
3. Evidence of
				  passing:
(i) the Uniform Investment Adviser
				  Law Examination, Series 65;
(ii)
				  the Uniform Combined State Law Examination, Series 66, and the General
				  Securities Representative Examination, Series 7; or
(iii) a similar examination in general use by
				  securities administrators which, after reasonable notice and subject to review
				  by the commission, the Director of the Division of Securities and Retail
				  Franchising designates.
4. All individuals listed on Part 1 of Form
				  ADV in Schedule A and Item 2. A. of Part 1B as having supervisory
				  responsibilities of the investment advisor shall take and pass the examinations
				  as required in subdivision 3 of this subsection, and register as a
				  representative of the investment advisor.
5. Any other information the commission may
				  require.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-80 - Expiration

Current through Register Vol. 40, No. 24, July 15, 2024
The registration of an investment advisor representative
					 shall expire annually at midnight on the 31st day of December unless renewed in
					 accordance with 21VAC5-80-90.
Statutory Authority
§ 13.1-523 of the Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-90 - Renewals

Current through Register Vol. 40, No. 24, July 15, 2024
To renew the registration of its investment advisor
					 representatives, an investment advisor or federal covered advisor will be
					 billed by IARD the statutory fee of $40 per investment advisor representative.
					 A renewal of registration shall be granted as a matter of course upon payment
					 of the proper fee or fees unless the registration was, or the renewal would be,
					 subject to revocation under §
										13.1-506 of the
					 Act.
Statutory Authority: §§
												12.1-13 and
						13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-100 - Updates and amendments

Current through Register Vol. 40, No. 24, July 15, 2024
An investment advisor representative shall amend or update
					 Form U4 as required by the "Amendment Filings" provisions set forth under "How
					 to Use Form U4." All filings shall be made in compliance with all requirements
					 of CRD.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-110 - Termination of registration

Current through Register Vol. 40, No. 24, July 15, 2024
A.
				  When an investment advisor representative terminates his registration with an
				  investment advisor, or an investment advisor terminates an investment advisor
				  representative's registration, the investment advisor shall file notice of such
				  termination on Form U5 within 30 calendar days of the date of termination. All
				  filings shall be made on CRD.
B.
				  When an investment advisor representative terminates his registration with a
				  federal covered advisor, the federal covered advisor shall file notice of such
				  termination on Form U5 within 30 calendar days of the date of termination. All
				  filings shall be made on CRD.
C. If
				  a representative learns that the investment advisor has not filed the
				  appropriate notice, the representative may file notice with the commission at
				  its Division of Securities and Retail Franchising. The commission may terminate
				  the representative's registration if the commission determines that an
				  investment advisor (i) is no longer in existence, (ii) has ceased conducting
				  securities business, or (iii) cannot reasonably be located.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-120 - Changing a connection from one investment advisor or federal covered advisor to another

Current through Register Vol. 40, No. 24, July 15, 2024
An investment advisor representative who changes
					 connection from one investment advisor or federal covered advisor to another
					 shall comply with 21VAC5-80-70.
Statutory Authority
§§ 12.1-13 and 13.1-523 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-130 - Examination/qualification

Current through Register Vol. 40, No. 24, July 15, 2024
A. An individual
				  applying for registration as an investment advisor representative shall be
				  required to provide evidence of passing within the two-year period immediately
				  preceding the date of the application (i) the Uniform Investment Adviser Law
				  Examination, Series 65; (ii) the Uniform Combined State Law Examination, Series
				  66 and the General Securities Representative Examination, Series 7; or (iii) a
				  similar examination in general use by securities administrators which, after
				  reasonable notice and subject to review by the commission, the Director of the
				  Division of Securities and Retail Franchising designates.
B. Any individual who meets the
				  qualifications set forth in subsection A of this section and is registered as
				  an investment advisor or investment advisor representative in any state
				  jurisdiction requiring registration within the two-year period immediately
				  preceding the date of the filing of an application shall not be required to
				  satisfy the examination requirements set forth in subsection A of this section,
				  except that the commission may require additional examinations for any
				  individual found to have violated any federal or state securities
				  laws.
C. The examination
				  requirements shall not apply to an individual who currently holds and is in
				  good standing under one of the following professional designations:
1. Certified Financial Planner (CFP) issued
				  by the Certified Financial Planner Board of Standards, Inc.;
2. Chartered Financial Consultant (ChFC)
				  awarded by The American College, Bryn Mawr, Pennsylvania;
3. Personal Financial Specialist (PFS)
				  administered by the American Institute of Certified Public
				  Accountants;
4. Chartered Financial
				  Analyst (CFA) granted by the Association for Investment Management and
				  Research;
5. Chartered Investment
				  Counselor (CIC) granted by the Investment Counsel Association of America;
				  or
6. Such other professional
				  designation, after reasonable notice and subject to review by the commission,
				  as the director of the division designates.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-140 - Repealed

Current through Register Vol. 40, No. 24, July 15, 2024
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part II - Investment Advisor Representative Registration, Expiration, Updates and Amendments, Termination, and Changing Connection from One Investment Advisor to Another › Section 21VAC5-80-145 - Repealed

Current through Register Vol. 40, No. 24, July 15, 2024
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part III - Investment Advisor, Federal Covered Advisor, and Investment Advisor Representative Regulations › Section 21VAC5-80-170 - Supervision of investment advisor representatives

Current through Register Vol. 40, No. 24, July 15, 2024
A. An investment advisor shall be responsible
				  for the acts, practices, and conduct of its investment advisor representatives
				  in connection with advisory services until such time as the investment advisor
				  representatives have been properly terminated as provided by
				  21VAC5-80-110.
B. Every investment advisor shall exercise
				  diligent supervision over the advisory activities of all of its investment
				  advisor representatives.
C. Every
				  investment advisor representative employed by an investment advisor shall be
				  subject to the supervision of a supervisor designated by such investment
				  advisor. The supervisor may be the investment advisor in the case of a sole
				  proprietor, or a partner, officer, office manager or any qualified investment
				  advisor representative in the case of entities other than sole proprietorships.
				  All designated supervisors shall exercise reasonable supervision over the
				  advisory activities of all investment advisor representatives under their
				  responsibility.
D. As part of its
				  responsibility under this section, every investment advisor, except entities
				  employing no more than one investment advisor representative, shall establish,
				  maintain and enforce written procedures, a copy of which shall be kept in each
				  business office, which shall set forth the procedures adopted by the investment
				  advisor to comply with the Act and associated regulations, which shall include
				  but not be limited to the following duties imposed by this section; provided
				  that an investment advisor having its principal place of business outside this
				  Commonwealth and registered or licensed, and in compliance with the applicable
				  books and records requirements, in the state where its principal place of
				  business is located, shall only be required to make, keep current, maintain and
				  preserve such of the following required books, ledgers and records as are not
				  in addition to those required under the laws of the state in which it maintains
				  its principal place of business:
1. The review
				  and written approval by the designated supervisor of the opening of each new
				  client account;
2. The frequent
				  examination of all client accounts to detect and prevent irregularities or
				  abuses;
3. The prompt review and
				  written approval by a designated supervisor of all advisory transactions by
				  investment advisor representatives and of all correspondence pertaining to the
				  solicitation or execution of all advisory transactions by investment advisor
				  representatives;
4. The prompt
				  review and written approval of the handling of all client complaints.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part III - Investment Advisor, Federal Covered Advisor, and Investment Advisor Representative Regulations › Section 21VAC5-80-180 - Requirements for surety bonds and financial reporting

Current through Register Vol. 40, No. 24, July 15, 2024
A. Investment advisors required to provide a
				  balance sheet pursuant to Part 2A, Item 18 of Form ADV must demonstrate a net
				  worth in excess of $25,000. In the case of an investment advisor that is
				  registered in the state in which it maintains its principal place of business,
				  its balance sheet must demonstrate that it is in compliance with the state's
				  net worth or net capital requirements (as the case may be).
B. Investment advisors who maintain their
				  principal place of business in the Commonwealth of Virginia and are subject to
				  subsection A of this section, whose net worth drops below $25,001, must notify
				  the Division of Securities and Retail Franchising within 24 hours of initial
				  awareness of the discrepancy and immediately take action to establish a net
				  worth in excess of $25,000 or obtain a surety bond in the penalty amount of
				  $25,000. The surety bond form must be utilized. Additionally, within 24 hours
				  after transmitting such notice, the investment advisor shall file a report with
				  the Division of Securities and Retail Franchising of its financial condition,
				  including the following:
1. A trial balance of
				  all ledger accounts.
2. A
				  computation of net worth.
3. A
				  statement of all client funds or securities which are not segregated.
4. A computation of the aggregate amount of
				  client ledger debit balances.
5. A
				  statement as to the number of client accounts.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part III - Investment Advisor, Federal Covered Advisor, and Investment Advisor Representative Regulations › Section 21VAC5-80-190 - Disclosure requirements

Current through Register Vol. 40, No. 24, July 15, 2024
A. For
				  purposes of compliance with § 13.1-505.1 of the Act, a copy of Part 2 of
				  Form ADV must be given to clients of investment advisors.
B. The investment advisor or its registered
				  representatives shall deliver the disclosure information required by this
				  section to an advisory client or prospective advisory client:
1. Not less than 48 hours prior to entering
				  into any investment advisory contract with such client or prospective client,
				  or
2. At the time of entering into
				  any such contract, if the advisory client has a right to terminate the contract
				  without penalty within five calendar days after entering into the
				  contract.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part IV - Exclusions › Section 21VAC5-80-210 - Exclusions from definition of "investment advisor" and "federal covered advisor."

Current through Register Vol. 40, No. 24, July 15, 2024
A. The
				  terms "investment advisor" and "federal covered advisor" do not include any
				  person engaged in the investment advisory business whose only client is one (or
				  more) of the following:
1. An investment
				  company as defined in the Investment Company Act of 1940.
2. An insurance company licensed to transact
				  insurance business in this Commonwealth.
3. A bank, a bank holding company as defined
				  in the Bank Holding Company Act of 1956, a trust subsidiary organized under
				  Article 3.1 (§ 6.1-32.1 et seq.) of Chapter 2 of Title 6.1 of the Code of
				  Virginia, a savings institution, a credit union, or a trust company if the
				  entity is either (i) authorized or licensed to transact such business in this
				  Commonwealth or (ii) organized under the laws of the United States.
4. A broker-dealer so registered under the
				  Act and under the Securities Exchange Act of 1934.
5. An employee benefit plan with assets of
				  not less than $5,000,000.
6. A
				  governmental agency or instrumentality.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part IV - Exclusions › Section 21VAC5-80-215 - Exemption for certain private advisors

Current through Register Vol. 40, No. 24, July 15, 2024
A. For purposes of this section, the
				  following definitions shall apply:
1. "Value
				  of primary residence" means the fair market value of a person's primary
				  residence, subtracted by the amount of debt secured by the property up to its
				  fair market value.
2. "Private fund
				  advisor" means an investment advisor who provides advice solely to one or more
				  qualifying private funds.
3.
				  "Qualifying private fund" means a private fund that meets the definition of a
				  qualifying private fund in SEC Rule 203(m)-1, 17 CFR 275.203(m)-1.
4. "3(c)(1) fund" means a qualifying private
				  fund that is eligible for the exclusion from the definition of an investment
				  company under § 3(c)(1) of the Investment Company Act of 1940, 15 USC
				  § 80a - 3(c)(1).
5. "Venture
				  capital fund" means a private fund that meets the definition of a venture
				  capital fund in SEC Rule 203(l)-1, 17 CFR 275.203(l)-1.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part IV - Exclusions › Section 21VAC5-80-220 - Performance based fees

Current through Register Vol. 40, No. 24, July 15, 2024
A. In
				  accordance with § 13.1-503C of the Act, an investment advisor may enter
				  into, extend, or renew any investment advisory contract to provide for
				  compensation to the investment advisor on the basis of a share of the capital
				  gains upon, or the capital appreciation of, the funds or any portion of the
				  funds of a client, provided that the following conditions of this section are
				  satisfied.
B. Nature of the client:
1.
a. The
				  client entering into the contract subject to this section must be a natural
				  person or a company, as defined in subdivision 2 of this subsection and in the
				  definition of "company" in subsection E of this section, who immediately after
				  entering into the contract has at least $1 million under the management of the
				  investment advisor; or
b. A person
				  who the registered investment advisor (and any person acting on his behalf)
				  entering into the contract reasonably believes, immediately prior to entering
				  into the contract, is a natural person or a company, as defined in subdivision
				  2 of this subsection and in the definition of "company" in subsection E of this
				  section, whose net worth at the time the contract is entered into exceeds $2
				  million. (The net worth of a natural person may include assets held jointly
				  with such person's spouse.)
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Section 21VAC5-80-230 - Clarification of investment advisor representative

Current through Register Vol. 40, No. 24, July 15, 2024
For purposes of clause (iv) of the definition of
					 "investment advisor representative" in § 13.1-501 of the Act, an
					 individual is deemed to have prepared reports or analyses concerning securities
					 if that individual is identified to a client as having prepared such reports or
					 analyses.
Statutory Authority
§ 13.1-523 of the Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Section 21VAC5-80-240 - Investment advisor representative registration on behalf of other investment advisors or federal covered advisors

Current through Register Vol. 40, No. 24, July 15, 2024
A. The purpose of this section is to permit
				  an individual who is registered under the Act as an investment advisor
				  representative to assist clients in the selection of other investment advisors
				  or federal covered advisors without being subject to investment advisor
				  representative registration requirements with respect to the other investment
				  advisors or federal covered advisors.
As used in this section, the term "other investment
					 advisor" or "federal covered advisor" means an investment advisor or federal
					 covered advisor other than the one on whose behalf the individual is registered
					 as an investment advisor representative.
B. An individual is subject to investment
				  advisor representative registration requirements of the Act with respect to any
				  other investment advisor or federal covered advisor unless the following
				  conditions exist when the individual initially engages, with respect to such
				  advisor, in activity which would require registration as an investment advisor
				  representative under the Act.
1. The
				  individual is registered under the Act as an investment advisor representative
				  of an investment advisor so registered or a federal covered advisor who has
				  filed notice under the Act.
2. The
				  other investment advisor is registered under the Act as an investment advisor
				  or the federal covered advisor has filed notice under the Act.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Section 21VAC5-80-250 - Employment of investment advisor representative by more than one investment advisor or federal covered advisor

Current through Register Vol. 40, No. 24, July 15, 2024
A. In accordance with § 13.1-504C of the
				  Act, an investment advisor representative (representative) may be employed by
				  more than one investment advisor or federal covered advisor (employing advisor)
				  if all of the following conditions are satisfied:
1. Each employing advisor is under common
				  ownership and control as defined in subsection B of this section.
2. Each employing advisor is registered or
				  has filed notice, as the case may be, in accordance with
				  21VAC5-80-10.
3. Each employing advisor consents in writing
				  to the employment of the representative as an investment advisor representative
				  by each of the other employing advisors.
4. The representative is registered in
				  accordance with
				  21VAC5-80-70 by and on behalf of
				  each employing advisor.
5. Each
				  employing advisor executes an Investment Advisor Representative Multiple
				  Employment Agreement (Form S.A.15), and the executed agreement is filed with
				  the commission at its Division of Securities and Retail Franchising prior to
				  the representative transacting business in Virginia on behalf of such
				  advisor.
6. A new Investment
				  Advisor Representative Multiple Employment Agreement is executed and filed with
				  the commission at its Division of Securities and Retail Franchising within 15
				  days after any information in a current agreement on file with the commission
				  becomes materially deficient, incomplete or inaccurate.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Section 21VAC5-80-260 - Information security and privacy

Current through Register Vol. 40, No. 24, July 15, 2024
A. Every investment advisor registered or
				  required to be registered shall establish, implement, update, and enforce
				  written physical security and cybersecurity policies and procedures reasonably
				  designed to ensure the confidentiality, integrity, and availability of physical
				  and electronic records and information. The policies and procedures shall be
				  tailored to the investment advisor's business model, taking into account the
				  size of the firm, type of services provided, and the number of locations of the
				  investment advisor.
1. The physical security
				  and cybersecurity policies and procedures shall:
a. Protect against reasonably anticipated
				  threats or hazards to the security or integrity of client records and
				  information;
b. Ensure that the
				  investment advisor safeguards confidential client records and information;
				  and
c. Protect any records and
				  information the release of which could result in harm or inconvenience to any
				  client.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Form - FORMS (21VAC5-80)

Current through Register Vol. 40, No. 24, July 15, 2024
Form ADV, Uniform Application for Investment Adviser
					 Registration and Report by Exempt Reporting Advisers
Part
					 IA, SEC 1707 (7/2017)
Part
					 IB, paper version (rev. 10/2012)
Part
					 2, Uniform Requirements for the Investment Adviser Brochure and Brochure
					 Supplements (undated)
Form
					 ADV-W, Notice of Withdrawal from Registration as an Investment Advisor, SEC 777
					 (rev. 11/2010)
Form
					 S.A. 3, Affidavit for Waiver of Examination (undated, filed
					 10/2017)
Form
					 S.A. 10, Investment Advisor's Surety Bond Form (rev. 10/2017)
Form
					 S.A. 15, Investment Advisor Representative Multiple Employment Agreement (eff.
					 7/2007)
Form
					 S.A. 16, Agent Multiple Employment Agreement (eff. 7/2007)
Rev.
					 Form U4, Uniform Application for Securities Industry Registration or Transfer,
					 (rev. 5/2009)
Rev.
					 Form U5, Uniform Termination Notice for Securities Industry Registration (rev.
					 5/2009)
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 80 - INVESTMENT ADVISORS › Part V - Miscellaneous › Section - DOCUMENTS INCORPORATED BY REFERENCE (21VAC5-80)

Current through Register Vol. 40, No. 24, July 15, 2024
Rule 946-210-50, Accounting Standards Codification,
					 Financial Accounting Standards Board, Norwalk, Connecticut (December 31,
					 2008).
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 90 - VIRGINIA STATE CORPORATION COMMISSION VIRGINIA RETAIL FRANCHISING ACT RULES AND FORMS [REPEALED] › Section 21VAC5-90-10 to 21VAC5-90-370 - Repealed

Current through Register Vol. 40, No. 24, July 15, 2024
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 100 - DISCLOSURE OF INFORMATION OR DOCUMENTS BY COMMISSION › Section 21VAC5-100-10 - Disclosure of confidential information

Current through Register Vol. 40, No. 24, July 15, 2024
A. This section governs the disclosure by the
				commission of information or documents obtained or prepared by any member,
				subordinate or employee of the commission in the course of any examination or
				investigation conducted pursuant to the provisions of the Securities Act
				(§ 13.1-501 et seq. of the Code of Virginia). It is designed to implement
				the provisions of §§ 13.1-518 and 13.1-567 that permit disclosure of
				information to governmental and quasi-governmental entities approved by rule of
				the commission.
B. The Director of
				the Division of Securities and Retail Franchising or the director's designee is
				hereby authorized to disclose information to the entities enumerated in
				subsections D, E, and F of this section. Disclosure shall be made only for the
				purpose of aiding in the detection or prevention of possible violations of law
				or to further administrative, legislative or judicial action resulting from
				possible violations of law. As a condition precedent to disclosure a writing
				shall be obtained from the receiving entity undertaking that it will exercise
				reasonable measures to preserve the confidential nature of the
				information.
C. Disclosure may be
				made only under the following circumstances:
1. In response to an entity's request for
				information relating to a specific subject or person.
2. By disseminating to an entity information
				which may indicate a possible violation of law within the administrative,
				regulatory or enforcement responsibility of that entity.
3. To participate in a centralized program or
				system designed to collect and maintain information pertaining to possible
				violations of securities, investment advisory, retail franchising or related
				laws.
4. To the extent necessary
				for participation in coordinated examinations or investigations.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 100 - DISCLOSURE OF INFORMATION OR DOCUMENTS BY COMMISSION › Form - FORMS (21VAC5-100)

Current through Register Vol. 40, No. 24, July 15, 2024
The following forms apply to the Trademark and Service Mark
				  Act:
Application for Registration of a Trademark, Service Mark or
				  Case Mark (rev. 5/94).
Application for Renewal of the Registration of a Trademark,
				  Service Mark or Case Mark (rev. 3/91).
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 110 - RETAIL FRANCHISING ACT RULES › Section 21VAC5-110-20 - Preliminary statement

Current through Register Vol. 40, No. 24, July 15, 2024
Follow these rules for each item in franchise applications
				  and disclosures in the FDD.
The following rules shall be adhered to with respect to
				  applications for registration or exemption of a franchise, and applications for
				  renewal or amendment of a franchise registration or exemption, filed pursuant
				  to Chapter 8 (§ 13.1-557 et seq.) of Title 13.1 of the Code of Virginia.
				  These applications shall be submitted to Virginia's state administrator: State
				  Corporation Commission, Division of Securities and Retail Franchising, P.O. Box
				  1197, 1300 East Main Street, 9th Floor, Richmond, Virginia
				  23218.
Statutory Authority
§§ 12.1-13 and 13.1-572 of the Code of Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 110 - RETAIL FRANCHISING ACT RULES › Section 21VAC5-110-30 - Registration application; documents to file; interim financial statements

Current through Register Vol. 40, No. 24, July 15, 2024
A. An application
				for registration of a franchise is made by filing with the commission the
				following completed forms and other material:
1. Uniform Franchise Registration Application
				page, Form A;
2. Total Costs and
				Sources of Funds for Establishing New Franchises, Form B;
3. Uniform Consent to Service of Process,
				Form C;
4. If the applicant is a
				corporation or partnership, an authorizing resolution if the application is
				verified by a person other than applicant's officer or general
				partner;
5. Franchise Disclosure
				Document;
6. Application fee
				(payable to the "Treasurer of Virginia"); and
7. Auditor's consent (or a photocopy of the
				consent) to the use of the latest audited financial statements in the Franchise
				Disclosure Document.