West Virginia Code of State Rules › Agency 111 - Securities Commission › Title 111 - LEGISLATIVE RULES SECURITIES COMMISSIONER › Series 111-01 - Security Rules And Regulations › Section 111-1-15 - General provisions

Current through Register Vol. XLI, No. 28, July 12, 2024
Each of the rules in this Section (15 through 15.9) is a
				  legislative rule promulgated pursuant to the provisions of section four hundred
				  twelve, article four, chapter thirty-two of the Code. Rules 15.1, 15.3 and 15.7
				  relate to section four hundred twelve, article four, chapter thirty-two of the
				  Code. Rules 15.2 and 15.6 relate to section four hundred two, article four,
				  chapter thirty-two of the Code. Rule 15.4 relates to section four hundred
				  twelve, article four, chapter thirty-two of the Code, and sections two hundred
				  two, two hundred three and two hundred four, article two, chapter thirty-two of
				  the Code. Rule 15.5 relates to section four hundred three, article four,
				  chapter thirty-two of the Code. Rule 15.8 relates to section four hundred
				  thirteen, article four, chapter thirty-two of the Code. Rule 15.9 relates to
				  section four hundred fourteen, article four, chapter thirty-two of the
				  Code.
15.1. Definitions. -- When used
				in the Code and these rules, unless the context clearly otherwise requires:
(a) "Certified," when used in connection with
				financial statements, means certified by an independent public accountant in
				accordance with generally accepted accounting principles.
(b) "Code" means the Code of West Virginia,
				1931, as amended.
(c) "Commission"
				means all cash, securities, contracts or anything else of value paid, to be set
				aside, disposed of, or understandings with or for the benefit of any other
				persons in which any underwriter is interested, made in connection with the
				sale of such security.
(d)
				"Commissioner" means the Auditor of the State of West Virginia, who is by
				virtue of section four hundred one, article four, chapter thirty-two of the
				Code, the Commissioner of Securities.
(e) "Control, Controlling, Controlled By and
				Under Common Control With" means the possession, direct or indirect, or the
				power to direct or cause the direction of the management and policies of a
				person, whether through the ownership of voting securities, by contract, or
				otherwise.
(f) "Corporation"
				includes any entity having transferable shares, and includes, without implied
				limitation, a voluntary association, business trust and limited
				partnership.
(g) "Federal
				Registration Statement" means a registration statement filed under the
				Securities Act of 1933.
(h)
				"Isolated," as used in subdivision (1), subsection (b), section four hundred
				one, article four, chapter thirty-two of the Code, means not in the course of
				repeated and successive transactions of like character. Two (2) consecutive
				sales of securities made within such a period of time and in such circumstances
				as to indicate that they involve the same plan of financing are not
				isolated.
(i) "NASD" means the
				National Association of Securities Dealers, Inc.
(j) "Officer" means
(1) A president, vice president, treasurer,
				secretary and any other individual who performs for a broker-dealer or an
				issuer, whether incorporated or unincorporated, functions corresponding to
				those ordinarily performed by the foregoing;
(2) a member of an executive or similar
				committee.
(k)
				"Principal" means general partners, in the case of a partnership, and officer
				in the case of a corporation.
(l)
				"Promoter" means:
(a) Any person who, acting
				alone or in conjunction with one or more other persons, directly or indirectly
				takes initiative in founding and organizing the business or enterprise of any
				issuer.
(b) Any person who, in
				conjunction with the founding and organizing of the business or enterprise of
				an issuer, directly or indirectly receives in consideration of services or
				property, or both services and property, ten percent (10%) or more of any class
				of securities of the issuer or ten percent (10%) or more of the proceeds from
				the sale of any class of securities. However, a person who received such
				securities or proceeds, either solely as underwriting commissions or solely in
				consideration of property shall not be deemed a promoter if such person can
				demonstrate, by competent evidence, that he did not otherwise take part in
				founding and organizing the enterprise.
(m) "Purchase" of a security includes every
				purchase, acquisition or exchange and every contract of purchase of, or
				contract to purchase, a security or interest in a security for value.
(n) "Rule" or "Rules" refers to these
				rules.
(o) "SEC" means the
				Securities and Exchange Commission and/or its staff, as appropriate.
(p) "Stockholders" and "Shareholders" mean
				holders of shares, transferable certificates of participation, or other
				interests in any corporation.
(q)
				"State" means the State of West Virginia.
(r) "Transact Business" includes the
				solicitation of a person to become a customer, client or subscriber.