reglab/statecodes huggingface dataset:
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part III - Agents of the Issuer › Section 21VAC5-20-190 - Updates and amendments

Current through Register Vol. 40, No. 24, July 15, 2024
An agent of the issuer shall amend or update his Form U4 as
					 required by the "Amendment Filings" provisions set forth under "How to Use Form
					 U4." Filings shall be made with the commission at its Division of Securities
					 and Retail Franchising.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part III - Agents of the Issuer › Section 21VAC5-20-200 - Termination of registration

Current through Register Vol. 40, No. 24, July 15, 2024
When an agent of the issuer terminates his registration
					 with an issuer, or an issuer terminates an agent's registration, the issuer
					 shall file notice of such termination on Form U5 within 30 calendar days of the
					 date of termination. Filings shall be made with the commission at its Division
					 of Securities and Retail Franchising.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part III - Agents of the Issuer › Section 21VAC5-20-210 - Changing connection from one issuer to another

Current through Register Vol. 40, No. 24, July 15, 2024
An agent of the issuer who changes connection from one
					 issuer to another shall comply with
					 21VAC5-20-160.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part III - Agents of the Issuer › Section 21VAC5-20-220 - Examination/qualification; waiver of examination requirement

Current through Register Vol. 40, No. 24, July 15, 2024
A. Except as described in subsection B of
				  this section, an individual applying for registration as an agent of the issuer
				  shall be required to provide evidence in the form of a FINRA exam report of
				  passing:
(i) the Uniform Securities Agent
				  State Law Examination, Series 63;
(ii) the Uniform Combined State Law
				  Examination, Series 66; 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.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part III - Agents of the Issuer › Section 21VAC5-20-225 - Inspection of records

Current through Register Vol. 40, No. 24, July 15, 2024
Every registered agent of the issuer as a condition of its
					 registration as an agent under the Act hereby agrees and represents
					 that:
1. All of the agent's records,
				  immediately upon the request of the commission, will be made available for
				  inspection by the commission and reproduction for the commission staff in the
				  office where such records are maintained;
2. All of the agent's records (or legible
				  copies, or printouts, if automated) 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 by the commission in the office of the
				  commission's Division of Securities and Retail Franchising within 48 hours
				  after request of the commission;
3.
				  The term "records" shall include all books, papers, documents, tapes, films,
				  photographs, electronic readable format of other materials, regardless of
				  physical form or characteristics, that are maintained for the recordation or
				  storage of information prepared, used or to be used in connection with a
				  securities transaction or that were used in connection with securities
				  transactions;
4. Failure to comply
				  with this section may be considered grounds for a proceeding to revoke an
				  agent's registration or other penalty prescribed by the Act; and
5. Any issuer or agent subject to a
				  commission investigation may be required to pay the actual cost of the
				  investigation.
Statutory Authority
§§ 12.1-13 and 13.1-523.1 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-230 - Notice of civil, criminal, administrative or arbitrational action

Current through Register Vol. 40, No. 24, July 15, 2024
Part IV
Broker-Dealer and Agent Regulations
A. An applicant or a registrant shall notify
				  the commission:
1. Within 30 calendar days of
				  the date any complaint, pleading or notice is served or received giving notice
				  of any civil, criminal or administrative charge or any arbitration proceeding
				  or any formal order of investigation, including any such charge, proceeding or
				  order by a self-regulatory organization registered under the Securities
				  Exchange Act of 1934, against the applicant or registrant which directly or
				  indirectly relates to the registration or sale of securities to any activity as
				  a broker-dealer or agent or to any activity in which a breach of trust is
				  alleged.
2. Within 30 calendar days
				  of the date filed, any answer, reply or response to the complaint, pleading or
				  notice referred to in subdivision 1 of this subsection.
3. Within 30 calendar days of the date of any
				  decision, order or sanction rendered, or any appeal filed with respect to such
				  decision, order or sanction, in regard to the complaint, pleading or notice
				  referred to in subdivision 1 of this subsection.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-240 - Books and records of broker-dealers

Current through Register Vol. 40, No. 24, July 15, 2024
Every broker-dealer registered or required to be registered
					 under the Act shall make and keep true, accurate and current, and preserve the
					 books and records relating to its business, as are described in SEC Rules 17a-3
					 ( 17 CFR
					 240.17a-3 ) and 17a-4 (
					 17 CFR
					 240.17a-4 ), or Municipal Securities Rule
					 Making Board (MSRB) Rules G7 and G8.
Statutory Authority
§§ 12.1-13 and 13.1-523.1 of the Code of
						Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-250 - 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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-260 - Supervision of agents

Current through Register Vol. 40, No. 24, July 15, 2024
A. A
				  broker-dealer shall be responsible for the acts, practices, and conduct of its
				  agents in connection with the sale of securities until such time as the agents
				  have been properly terminated as provided by
				  21VAC5-20-130.
B. Every broker-dealer shall exercise
				  diligent supervision over the securities activities of all of its
				  agents.
C. Every agent employed by
				  a broker-dealer shall be subject to the supervision of a principal designated
				  by such broker-dealer. All principals designated by the broker-dealer shall
				  exercise reasonable supervision over the securities activities of all of the
				  agents under their responsibility.
D. As part of its responsibility under this
				  section, every broker-dealer shall establish, maintain and enforce written
				  procedures, a copy of which shall be kept in each business office, which shall
				  (i) set forth the procedures adopted by the broker-dealer to comply with the
				  Act and regulations, including but not limited to the following duties imposed
				  by this section, and (ii) state at which business office or offices the
				  broker-dealer keeps and maintains the records required by
				  21VAC5-20-240:
1. The review and written approval by the
				  designated supervisor of the opening of each new customer account;
2. The frequent examination of all customer
				  accounts to detect and prevent irregularities or abuses;
3. The prompt review and written approval by
				  a designated supervisor of all securities transactions by agents and all
				  correspondence pertaining to the solicitation or execution of all securities
				  transactions by agents;
4. The
				  review and written approval by the designated supervisor of the delegation by
				  any customer of discretionary authority with respect to the customer's account
				  to the broker-dealer or to a stated agent or agents of the broker-dealer and
				  the prompt written approval of each discretionary order entered on behalf of
				  that account; and
5. The prompt
				  review and written approval of the handling of all customer
				  complaints.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-270 - 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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-290 - Financial responsibility

Current through Register Vol. 40, No. 24, July 15, 2024
A.
				  The term "financial responsibility," as used in § 13.1-505A of the Act,
				  shall mean that the net capital of an applicant or registrant subject to the
				  Securities Exchange Act of 1934 shall be demonstrated and maintained at a level
				  required by subsection B of this section.
B. For the purpose of demonstrating
				  "financial responsibility," all broker-dealers subject to the Securities
				  Exchange Act of 1934 shall meet and maintain the net capital and ratio
				  requirements as prescribed by Rule 15c3-1 under the Securities Exchange Act of
				  1934 ( 17 CFR 240.15c3 - 1 ). The net capital and ratio requirements shall be
				  computed in accordance with Rule 15c3-1 under the Securities Exchange Act of
				  1934 ( 17 CFR 240.15c3 - 1 ).
C.
				  Every broker-dealer subject to the Securities Exchange Act of 1934 shall notify
				  the commission at its Division of Securities and Retail Franchising in writing
				  within three business days should its net capital drop below its net capital
				  requirement and shall immediately take action necessary to establish a net
				  capital in compliance with Rule 15c3-1 of the Securities Exchange Act of
				  1934.
D. Every broker-dealer not
				  subject to the Securities Exchange Act of 1934 shall file with the commission
				  certified financial statements as defined in subsection B of
				  21VAC5-20-80 within 60 days of its
				  fiscal year end.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-300 - Net worth

Current through Register Vol. 40, No. 24, July 15, 2024
A. For
				  broker-dealers not subject to the Securities Exchange Act of 1934, the term
				  "net worth" as used in § 13.1-505B of the Act shall be computed as total
				  assets minus total liabilities, excluding liabilities of the broker-dealer
				  which are subordinated to the claims of creditors pursuant to a satisfactory
				  subordination agreement as defined in Appendix D of Rule 15c3-1 under the
				  Securities Exchange Act of 1934 ( 17 CFR 240.15c3 - 1d ).
B. If a broker-dealer applicant or registrant
				  not subject to the Securities Exchange Act of 1934 cannot demonstrate and
				  maintain a net worth in excess of $25,000, the commission shall require the
				  filing of a surety bond on the form prescribed. The amount of the penal sum of
				  the surety bond can be determined according to the following table:
NET WORTH (Rounded to nearest $1)
PENALTY AMOUNT OF SURETY BOND
Less than $5,000
$25,000
5,001-10,000
20,000
10,001-15,000
15,000
15,001-20,000
10,000
20,001-25,000
5,000
C.
				  If the net worth of a broker-dealer registrant not subject to the Securities
				  Exchange Act of 1934 plus the penal sum of its surety bond drops below $25,000,
				  the registrant must so notify the Division of Securities and Retail Franchising
				  in writing within three business days and immediately take action to establish
				  a net worth in excess of $25,000.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-310 - Reserve requirements and custody of customer funds and securities

Current through Register Vol. 40, No. 24, July 15, 2024
All broker-dealer applicants and registrants subject to
					 the net capital provisions of
					 21VAC5-20-290 B shall be required
					 to prepare and maintain such records and accounts as specified in, and to
					 comply in all other respects with, the provisions of Rule 15c3-3 under the
					 Securities Exchange Act of 1934 ( 17 CFR 240.15c3 - 3 ).
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-320 - Clerical or ministerial services

Current through Register Vol. 40, No. 24, July 15, 2024
The phrase "clerical or ministerial services", as used in
					 §§ 13.1-504.1 and 13.1-504.2 of the Act, shall mean any or all of the
					 following:
1. Distributing to
				  customers of the savings and loan association, savings bank or credit union
				  literature that describes the services available from the registered
				  broker-dealer.
2. Providing to
				  customers of the savings and loan association, savings bank or credit union the
				  broker-dealer's account applications and assisting customers in completing such
				  applications.
3. Assisting
				  customers of the savings and loan association, savings bank or credit union in
				  contacting the registered broker-dealer.
4. Assisting customers of the savings and
				  loan association, savings bank or credit union in effecting the transfer of
				  funds into or out of the customers' accounts maintained at such association,
				  bank or credit union.
5. Assisting
				  customers of the savings and loan association, savings bank or credit union in
				  transmitting securities and related documents to the registered broker-dealer,
				  and providing the materials necessary for such transmittal.
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section 21VAC5-20-330 - Model rules for sales of securities at financial institutions

Current through Register Vol. 40, No. 24, July 15, 2024
A. This section
				  applies exclusively to broker-dealer services conducted by broker-dealers and
				  their agents on the premises of a financial institution where retail deposits
				  are taken or through an affiliate of the financial institution.
This section does not alter or abrogate a broker-dealer's
					 obligation to comply with other applicable laws, rules, or regulations that may
					 govern the operations of broker-dealers and their agents, including but not
					 limited to, supervisory obligations. Broker-dealers are responsible for the
					 acts, practices, and conduct of their agents in connection with the offer and
					 sale of securities. Additionally, this section does not apply to broker-dealer
					 services provided to nonretail customers.
B. For purposes of this section, the
				  following terms have the meanings indicated:
"Affiliate" means
(i) an entity that a financial institution
				  owns, in whole or in part or
(ii)
				  an entity that is a subsidiary of the financial institution's parent company.
"Broker-dealer services" means the investment banking or
					 securities business as defined in paragraph (u) of Article I of the FINRA
					 By-Laws, amended by SR-FINRA-2008-0026, effective December 15, 2008.
"Financial institution" means federal and state-chartered
					 banks, savings and loan associations, savings banks, credit unions, and the
					 service corporations of such institutions located in Virginia.
"Networking arrangement" means a contractual or other
					 arrangement between a broker-dealer and a financial institution by which the
					 broker-dealer conducts broker-dealer services on the premises of the financial
					 institution where retail deposits are taken or through an affiliate of the
					 financial institution.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Form - FORMS (21VAC5-20)

Current through Register Vol. 40, No. 24, July 15, 2024
Form
					 BD, Uniform Application for Broker-Dealer Registration, SEC 1490 (rev.
					 1/2008)
Form
					 BDW, Uniform Request for Broker-Dealer Withdrawal, SEC 122 (rev.
					 4/2007)
Form
					 S.A. 2, Application for Renewal of a Broker-Dealer's Registration (rev.
					 10/2017)
Form
					 S.A. 11, Broker-Dealer's Surety Bond (rev. 7/1999)
Form
					 S.D.4, Application for Renewal of Registration as an Agent of an Issuer
					 (2017)
Form
					 S.D.4.A., Agents to be Renewed - Exhibit I (rev. 1974)
Form
					 S.D.4.B., Agents to be Canceled (Records Clear) - Exhibit II (rev.
					 1974)
Form
					 S.D.4.C., Agents to be Canceled (Without Clear Records) - Exhibit III (rev.
					 1974)
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 20 - BROKER-DEALERS, BROKER-DEALER AGENTS AND AGENTS OF THE ISSUER › Part IV - Broker-Dealer and Agent Regulations › Section - DOCUMENTS INCORPORATED BY REFERENCE (21VAC5-20)

Current through Register Vol. 40, No. 24, July 15, 2024
Rule
					 1240 of FINRA By-Laws, Continuing Education Requirements, amended by
					 SR-FINRA-2017-007, eff. October 1, 2018, Financial Industry Regulatory
					 Authority, Inc.
Rule
					 345 A of the New York Stock Exchange Rules, Continuing Education for Registered
					 Persons, effective as existed July 1, 1995, New York Stock Exchange, superseded
					 by Financial Industry Regulation Authority, Inc. Rule 1200 Series - Rule, 1240,
					 eff. October 1, 2018
Rule
					 G-3(i) of the Municipal Securities Rulemaking Board, Classification of
					 Principals and Representatives; Numerical Requirements; Testing; Continuing
					 Education Requirements, effective as existed July 1, 1995, Municipal Securities
					 Rulemaking Board
Rule 341A of the New York Stock Exchange Market Rules,
					 Continuing Education for Registered Persons, effective as existed May 14, 2012,
					 New York Stock Exchange.
Rule 9.3A of the Chicago Board Options Exchange, Continuing
					 Education for Registered Persons, effective as existed July 1, 1995, Chicago
					 Board Options Exchange.
Article VI, Rule 11 of the Rules of the Chicago Stock
					 Exchange, Inc., Continuing Education for Registered Persons, effective as
					 existed July 1, 1995, Chicago Stock Exchange, Inc.
FINRA, Rule 2264, Margin Disclosure Statement, amended by
					 SR-FINRA-2011-065, eff. December 5, 2011.
Article I, Paragraph u of FINRA By-Laws, amended by
					 SR-FINRA-2008-0026, eff. December 15, 2008.
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 30 - SECURITIES REGISTRATION › Section 21VAC5-30-20 - Requirements for registrations filed pursuant to section 13.1-509 of the Act

Current through Register Vol. 40, No. 24, July 15, 2024
A. Every
				registration statement filed under § 13.1-509 of the Act shall contain in
				the prospectus such financial statements as are required by the Securities Act
				of 1933 and any regulations promulgated thereunder.
B. Every registration statement filed under
				§ 13.1-509 of the Act that is governed by any regulation, promulgated
				pursuant to § 13.1-523 of the Act shall also contain such financial
				information as required by such regulations.
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 30 - SECURITIES REGISTRATION › Section 21VAC5-30-40 - Requirements for registrations filed pursuant to sections 13.1-508 and 13.1-510 of the Code of Virginia

Current through Register Vol. 40, No. 24, July 15, 2024
A.
				Except as provided in subdivision 9 of
				21VAC5-30-80, the balance sheet
				required by §§ 13.1-508 and 13.1-510 of the Act must be examined and
				reported upon with an opinion expressed by an independent accountant and shall
				include the information described in
				21VAC5-30-10 in the definition of
				"certified financial statements." (See subsections B and C of this
				section.)
B. In lieu of the
				financial information required by §§ 13.1-508 and 13.1-510 of the
				Act, the registration statement may contain certified financial statements for
				the issuer's and/or any predecessor's three most recent fiscal or calendar
				years preceding the date of filing the registration statement. If the issuer's
				or any predecessor's existence is less than three years, then the registration
				statement may contain certified financial statements for the issuer's or any
				predecessor's most recent fiscal year preceding the date of filing the
				registration statement.
C. If the
				certified financial statements described in subsection B of this section are as
				of a date in excess of four months prior to the filing of the registration
				statement, then an unaudited balance sheet (as of a date within four months
				prior to the filing of the registration statement together with a profit and
				loss statement and analysis of surplus for the period between the close of the
				latest fiscal year and the date of the balance sheet) must be filed in addition
				to the certified financial statements.
Statutory Authority
§§ 12.1-13 and 13.1-523.1 of the Code of
					 Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 30 - SECURITIES REGISTRATION › Section 21VAC5-30-50 - Requirements for registration statements relating to nonissuer distributions

Current through Register Vol. 40, No. 24, July 15, 2024
A. The requirements
				for a registration statement filed pursuant to § 13.1-508 of the Act
				relating to securities to be offered and sold pursuant to a nonissuer
				distribution (i.e., "secondary trading") are:
1.
a. The
				registration statement shall contain the issuer's most recent 10-K Annual
				Report and 10-Q Quarterly Report filed with the SEC pursuant to § 13 or
				§ 15(d) of the Securities Exchange Act of 1934 ( 15 USC § 78m or
				o(d)).
b. The registration
				statement pertaining to the securities of a Canadian issuer which have been
				registered pursuant to the Multijurisdictional Disclosure System described by
				the SEC in Release No. 33-6841 shall contain the issuer's most recent Annual
				Information Form (plus the issuer's latest audited fiscal year-end financial
				statements) and Quarterly Report as filed with the appropriate Canadian
				regulatory authority.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 30 - SECURITIES REGISTRATION › Section 21VAC5-30-80 - Adoption of North American Securities Administration Association, Inc statements of policy

Current through Register Vol. 40, No. 24, July 15, 2024
The commission adopts the following North American Securities
				  Administration Association, Inc. (NASAA) statements of policy that shall apply
				  to the registration of securities in the Commonwealth. It will be considered a
				  basis for denial of an application if an offering fails to comply with an
				  applicable statement of policy. While applications not conforming to a
				  statement of policy shall be looked upon with disfavor, where good cause is
				  shown, certain provisions may be modified or waived by the commission.
1. Options and Warrants, as amended March 31,
				2008.
2. Underwriting Expenses,
				Underwriter's Warrants, Selling Expenses and Selling Security Holders, as
				amended May 6, 2018.
3. Real Estate
				Programs, as amended May 7, 2007.
4. Oil and Gas Programs, as amended May 6,
				2012.
5. Cattle-Feeding Programs,
				as adopted September 17, 1980.
6.
				Unsound Financial Condition, as amended May 6, 2018.
7. Real Estate Investment Trusts, as amended
				May 7, 2007.
8. Church Bonds, as
				adopted April 29, 1981.
9. Small
				Company Offering Registrations, as adopted April 28, 1996.
10. NASAA Guidelines Regarding Viatical
				Investment, as adopted October 1, 2002.
11. Corporate Securities Definitions, as
				amended May 6, 2018.
12. Church
				Extension Fund Securities, as amended April 18, 2004.
13. Promotional Shares, as amended March 31,
				2008.
14. Loans and Other Material
				Transactions, as amended May 6, 2018.
15. Impoundment of Proceeds, as amended March
				31, 2008.
16. Electronic Offering
				Documents and Electronic Signatures, as adopted May 8, 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 30 - SECURITIES REGISTRATION › Form - FORMS (21VAC5-30)

Current through Register Vol. 40, No. 24, July 15, 2024
Form
				  U-1, Uniform Application to Register Securities (undated, filed
				  10/2017)
Form
				  U-2, Uniform Consent to Service of Process (rev. 6/2016)
Form
				  U-2A, Uniform Form of Corporate Resolution (rev. 6/2016)
Form
				  S.A. 4, Registration by Notification - Original Issue (rev.
				  11/1996)
Form
				  S.A. 5, Registration by Notification - Non-Issuer Distribution (rev.
				  11/1996)
Form S.A. 6, Registration by Notification - Non-Issuer Distribution "Secondary
				  Trading" (1989)
Form
				  S.A. 8, Registration by Qualification (rev. 7/1991)
Form
				  S.A. 12, Escrow Agreement (1971)
Form
				  S.A. 13, Impounding Agreement (rev. 7/1999)
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 30 - SECURITIES REGISTRATION › Section - DOCUMENTS INCORPORATED BY REFERENCE (21VAC5-30)

Current through Register Vol. 40, No. 24, July 15, 2024
Statement
				  of Policy Regarding Church Extension Fund Securities as amended April 18, 2004,
				  North American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Options and Warrants, as amended March 31, 2008, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Underwriting Expenses, Underwriter's Warrants, Selling
				  Expenses and Selling Security Holders, as amended May 6, 2018, North American
				  Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Unsound Financial Condition, as amended May 6, 2018, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Real Estate Investment Trusts, as amended May 7, 2007,
				  North American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Real Estate Programs, as amended May 7, 2007, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Oil and Gas Programs, as amended May 6, 2012, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Church Bonds, as adopted April 29, 1981, North American
				  Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Small Company Offering Registrations, as adopted April 28,
				  1996, North American Securities Administrators Association, Inc.
NASAA
				  Guidelines Regarding Viatical Investment, as adopted October 1, 2002, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Corporate Securities Definitions, as amended May 6, 2018,
				  North American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Promotional Shares, as amended March 31, 2008, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Loans and Other Material Transactions, as amended May 6,
				  2018, North American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Impoundment of Proceeds, as amended March 31, 2008, North
				  American Securities Administrators Association, Inc.
Statement
				  of Policy Regarding Electronic Offering Documents and Electronic Signatures, as
				  adopted May 8, 2017, North American Securities Administrators Association,
				  Inc.
Statement
				  of Policy Regarding Cattle-Feeding Programs, as adopted September 17, 1980,
				  North American Securities Administrators Association,
				  Inc.
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-10 - Commercial paper

Current through Register Vol. 40, No. 24, July 15, 2024
Commercial paper as referred to under § 13.1-514A 9 of
				  the Act, shall be considered as any note, draft, bill of exchange, or banker's
				  acceptance which arises out of a current transaction or the proceeds of which
				  have been or are to be used for current transactions, and which has a maturity
				  at the time of issuance of not exceeding nine months, exclusive of days of
				  grace, or any renewal thereof, the maturity of which is likewise limited.
				  Commercial paper shall also exemplify the following characteristics: prime
				  quality negotiable paper of a type not ordinarily purchased by the general
				  public, issued to facilitate well recognized types of current operational
				  business requirements, and of a type eligible for discounting by Federal
				  Reserve Banks.
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-30

Current through Register Vol. 40, No. 24, July 15, 2024
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-50 - Foreign issuer

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with § 13.1-514A 13 of the Act, any equity
				  or debt security issued by an issuer organized under the laws of any foreign
				  country is exempted from the securities registration requirements of the Act
				  provided the following criteria are met:
1. With respect to an equity security, the
				security meets the marginability requirements of regulation T adopted by the
				Board of Governors of the Federal Reserve System ("the Board") or is an
				American Depository Receipt representing such a security; and
2. With respect to a debt security, the
				security meets the marginability requirements of regulation T adopted by the
				Board.
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-100 - Domestic issuer limited transactional exemption

Current through Register Vol. 40, No. 24, July 15, 2024
A. In accordance with § 13.1-514B 7 b of
				the Act, an offer or sale by the issuer of any of the following securities
				issued by a corporation, partnership, limited liability company, or real estate
				investment trust, as the case may be: note, stock, bond, debenture, evidence of
				indebtedness, partnership interest, share of beneficial interest in a real
				estate investment trust, a warrant or right to purchase or subscribe to any of
				the foregoing or a security convertible into any of the foregoing, shall be
				exempt from the securities, broker-dealer and agent registration requirements
				of the Act, provided the following conditions are met:
1. In connection with an offering pursuant to
				this section, there shall be no more than 35 purchasers in this Commonwealth
				during any period of 12 consecutive months;
2. In connection with an offering pursuant to
				this section, the issuer shall:
a. Deliver
				Form VA-1 and in certain prescribed circumstances, Part 2 of Form VA-1 or a
				disclosure document containing the information required by Form VA-1 and Part
				2, if required, to each prospective purchaser prior to a sale to a purchaser;
				and
b. Sell securities only to
				purchasers, each of which the issuer shall, after reasonable inquiry, believe
				either:
(1) Has sufficient knowledge and
				experience in financial and business matters to be capable of evaluating the
				merits and risks of the prospective investment, and is able to bear the
				economic risks of the prospective investment; or
(2) Together with a purchaser representative
				or representatives, has sufficient knowledge and experience in financial and
				business matters to be capable of evaluating the merits and risks of the
				prospective investment, and that the purchaser is able to bear the economic
				risks of the prospective investment; and
3. No commission or similar remuneration is
				paid or given, directly or indirectly, for soliciting a prospective purchaser,
				or in connection with sales of securities in reliance on this section, unless
				paid to a broker-dealer and its agent who are registered under the Act and the
				securities are offered only to persons whose investing history demonstrates an
				ability to evaluate the merits and risks of the investment and who are capable
				of bearing the economic risks of the investment.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-110 - Internet offer transactional exemption

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with § 13.1-514B 18 of the Act, an offer
				  of a security communicated on the Internet, World Wide Web or similar
				  proprietary or common carrier system (hereinafter "Internet Offer") is exempted
				  from the securities, broker-dealer and agent registration requirements of the
				  Act if all of the following conditions are satisfied:
1. The Internet Offer is communicated by or
				on behalf of the issuer of the security.
2. The Internet Offer indicates, directly or
				indirectly, that it is not directed specifically to this
				Commonwealth.
3. An offer is not
				otherwise directed specifically to this Commonwealth by or on behalf of the
				issuer of the security.
4. Any
				order or offer to buy or subscription for the security received from a person
				in this Commonwealth pursuant to the Internet Offer is rejected.
5. No sale pursuant to the Internet Offer is
				made in this Commonwealth until the security is registered under the Act, or
				the security or transaction is exempted by the Act or is otherwise not subject
				to registration under this 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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-130 - Calculation of the number of purchasers under section 13.1-514 B 7 b

Current through Register Vol. 40, No. 24, July 15, 2024
A. For the purpose
				of calculating the number of purchasers in the Commonwealth under §
				13.1-514B 7 b of the Act, the following persons are excluded:
1. A relative, spouse, or relative of the
				spouse of a purchaser, who has the same principal residence as the
				purchaser;
2. A trust or estate in
				which a purchaser and any of the persons related to the purchaser as specified
				in subdivision 1 or 3 of this subsection collectively are beneficial owners of
				more than 50% of the interests, excluding contingent interests;
3. A corporation, limited liability company,
				partnership, or other entity of which a purchaser and any of the persons
				related to the purchaser as specified in subdivision 1 or 2 of this subsection
				collectively are beneficial owners of more than 50% of the equity interests
				(excluding directors' qualifying shares); and
4. A person who comes within one of the
				categories of an "accredited investor" in Rule 501(a) of Regulation D (
				17 CFR
				230.501 -
				230.508 ) adopted by the SEC under
				the Securities Act of 1933.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-140 - Accredited investor exemption

Current through Register Vol. 40, No. 24, July 15, 2024
A. In accordance with § 13.1-514B 19 of
				the Act, any offer or sale of a security by an issuer in a transaction that
				meets the requirements of this section is exempt from the securities,
				broker-dealer and agent registration requirements of the Act.
B. Sales of securities shall be made only to
				persons who are or the issuer reasonably believes are "accredited investors,"
				as that term is defined in 17 CFR
				230.501(a), and
1. Have sufficient knowledge and experience
				in financial and business matters to be capable of evaluating the merits and
				risks of the prospective investment, and are able to bear the economic risks of
				the prospective investment; or
2.
				Together with a purchaser representative or representatives, have sufficient
				knowledge and experience in financial and business matters to be capable of
				evaluating the merits and risks of the prospective investment, and are able to
				bear the economic risks of the prospective investment.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-150 - Employee benefit plans; eligible participants

Current through Register Vol. 40, No. 24, July 15, 2024
The term "employee" as referred to in § 13.1-514A 10 of
				  the Act shall include all directors of the issuer regardless of whether the
				  director is employed by the issuer. The term "employee" shall also include all
				  consultants and advisors under compensatory arrangements as defined by SEC Rule
				  701 under the Securities Exchange Act (
				  17 CFR
				  230.701 ). This exemption shall not apply to
				  transfers of securities to individuals who are appointed directors,
				  consultants, or advisors for the purpose of avoiding registration under the
				  Act.
Statutory Authority
§§ 12.1-13 and 13.1-523.1 of the Code of
					 Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-160 - Canadian securities

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with § 13.1-514A 13 of the Act, an offer
				  or sale of a security issued by an issuer organized under the laws of Canada or
				  any Canadian province or territory and effected by a Canadian broker-dealer
				  registered pursuant to
				  21VAC5-20-85 and its agent
				  registered pursuant to
				  21VAC5-20-155 are exempted from
				  the securities registration requirements of the Act.
Statutory Authority
§§ 12.1-13 and 13.1-523.1 of the Code of
					 Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-170 - Offerings conducted pursuant to section 13.1-514 B 7 a; broker-dealer participation and solicitation

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with § 13.1-514B 7 a of the Act, an offer
				  or sale by an issuer through a registered broker-dealer and its registered
				  agents is deemed not to be made to the general public by advertisement or
				  solicitation if the offerees are existing customers of the participating
				  registered broker-dealer or its registered agent whose accounts have been in
				  existence for an amount of time sufficient to evidence the customers'
				  suitability for the investment. For purposes of this section, "solicitation" is
				  defined in
				  21VAC5-10-40.
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-180 - Certain options, warrants, and rights

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with § 13.1-514A 12 of the Act, the
				  following securities are exempt from the securities registration requirements
				  of the Act:
1. A put or a call option
				contract, a warrant, or a subscription right on or with respect to a federal
				covered security so specified in § 18 (b)(1) of the Securities Act of 1933
				( 15 USC § 77r(b)(1) ) or by rule adopted under that provision;
2. An option or similar derivative security
				on a security or index of securities or foreign currencies issued by a clearing
				agency registered under the Securities Act of 1934 and listed or designated for
				trading on a national securities exchange, a facility of a national securities
				exchange, or a facility of a national securities association registered under
				the Securities Exchange Act of 1934 or an offer or sale of the underlying
				security in connection with the offer, sale, or exercise of an option or other
				security that was exempt when the option or other security was written or
				issued; or
3. An option or a
				derivative security designated by the SEC under § 9 (b) of the Securities
				Act of 1934 ( 15 USC § 78i(b) ).
Statutory Authority
§ 13.1-514 of the Code of
					 Virginia.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-190 - Intrastate crowdfunding exemption

Current through Register Vol. 40, No. 24, July 15, 2024
A. In accordance with §
									13.1-514B
				21 of the Act, an offer or sale of a security by an issuer is exempt from the
				securities, broker-dealer and agent registration requirements of the Act if the
				offer or sale meets all of the following requirements:
1. The issuer of the security is a business
				entity:
a. Formed under the laws of the
				Commonwealth; however, if conducting an offering in accordance with SEC Rule
				147A, the issuer may be formed and organized outside the Commonwealth provided
				the issuer meets one of the requirements as stated in subdivision 3 of this
				subsection;
b. Authorized to do
				business in the Commonwealth; and
c. That has its principal place of business
				in the Commonwealth.
Virginia Administrative Code › Title 21 - SECURITIES AND RETAIL FRANCHISING › Agency 5 - STATE CORPORATION COMMISSION › Chapter 40 - EXEMPT SECURITIES AND TRANSACTIONS › Section 21VAC5-40-200 - Nonissuer distribution

Current through Register Vol. 40, No. 24, July 15, 2024
In accordance with §
									13.1-514B
				  23 of the Act, an offer or sale of a security by an issuer is exempt from the
				  securities registration requirements of the Act if the offer or sale meets all
				  of the following requirements:
1.
				Securities involved in these transactions are for nonissuer distribution only;
				and
2. Securities in these
				transactions are to be limited to the OTCQX Market Tier of the OTC
				Market.
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 40 - EXEMPT SECURITIES AND TRANSACTIONS › Form - FORMS (21VAC5-40)

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. 2/2012)
Intrastate
				  Crowdfunding Exemption, Form ICE (eff. 7/2015)
Notice
				  of Limited Offering of Securities, Form VA-1, Parts 1 and 2 (rev.
				  11/1996)
Model
				  Accredited Investor Exemption Uniform Notice of Transaction Form (undated,
				  filed 10/2017)
Statutory Authority: §§ 12.1-13 and 13.1-523.1 of
					 the Code of Virginia (21VAC5-20-85,
					 21VAC5-20-155 ).
§§ 12.1-13 and 13.1-523 of the Code of Virginia
					 (21VAC5-20-280,
					 21VAC5-45-20,
					 21VAC5-80-130,
					 21VAC5-80-200,
					 21VAC5-80-220 ).
§§ 12.1-13 and 13.1-514 of the Code of Virginia
					 (21VAC5-40-190
					 ).