reglab/statecodes huggingface dataset:
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 5 - SECURITIES AGENT REGULATIONS › Section 5-5 - Conduct

Current through July 13, 2024
Every agent shall observe high standards of commercial honor
				  and just and equitable principles of trade in the conduct of their business.
				  Acts and practices including but not limited to items set forth by NASAA on
				  DISHONEST OR UNETHICAL
BUSINESS PRACTICES OF BROKER-DEALERS AND AGENTS
				  (
Statement of Policy) adopted May 23, 1983 (found at
www.nasaa.org
), herein incorporated by
				  reference, may be considered contrary to such standards. These acts and
				  practices may constitute dishonest or unethical practices as found in
				  W.S.
				  17-4-412(d)(xiii) or other
				  listed grounds for denial, suspension or revocation of registration or such
				  other action authorized by statute.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 5 - SECURITIES AGENT REGULATIONS › Section 5-6 - Required Disclosures for Investments that Incorporate a Social Objective

Current through July 13, 2024
(a) If a securities
				agent incorporates a social objective into a discretionary investment decision
				to buy or sell a security or commodity for a customer or client, a
				recommendation or solicitation to a customer or client for the purchase or sale
				of a security or commodity, or the selection, recommendation or advice to a
				customer or client regarding the selection of a third-party manager or
				subadviser to manage the investments in the customer or client's account, then
				such securities agent shall disclose to such customer or client the existence
				of such incorporation.
(b) The
				disclosure obligation under subsection (a) of this section is satisfied by
				providing clear and conspicuous disclosure, via written communication.
				Thereafter, the disclosure shall be provided to the customer or client on an
				annual basis and whenever the securities agent undergoes a suitability review
				with a customer or client.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 6 - EXEMPTIONS FROM REGISTRATION & CROWDFUNDING › Section 6-2 - Crowdfunding - Wyoming Invests Now (WIN)

Current through July 13, 2024
The following provisions apply to offerings made under
				  intrastate crowdfunding exemption pursuant to W.S.§
									
										17-4-203.
(a) An issuer claiming the exemption under
				W.S.§
									
										17-4-203 shall file a notice with the
				Secretary of State on the WIN Form and include the information set forth in
				W.S.§
									
										17-4-203(a)(v). The WIN Form
				may be obtained from the Secretary of State's website at
http://sos.wyo.gov
.
(i) Notice shall be filed at least ten (10)
				days before an offer is made using this exemption.
(ii) The issuer shall notify the Secretary of
				State by email or written notice of the date of the first offer made.
(iii) After submission of offering
				information, any changes in information shall be updated with the Secretary of
				State on the WIN Form within fifteen (15) days of the change.
(iv) The issuer shall provide a quarterly
				report as set forth in W.S.§
										
											17-4-203(b).
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-1 - Registration By Coordination

Current through July 13, 2024
(a) Every person
				registering securities by coordination, W.S. §
									
										17-4-303, shall:
(i) file a fully executed Uniform Application
				to Register Securities, Form U-1 along with a consent to service of process and
				the required fee under W.S. §
										
											17-4-305(b). No registration
				documents listed on the Form U-1 shall be filed with the Secretary of State,
				except the Secretary of State may, upon written request, obtain a copy of any
				registration document listed on the Form U-1.
(ii) not be required to include any pamphlet,
				circular, form letter, advertisement, or other sales literature or advertising
				communication addressed to or intended for distribution to prospective
				investors if it has been or will be filed with the SEC or other Self-Regulatory
				Organization. However copies of such material requested shall be furnished to
				the Secretary of State on demand.
(iii) pursuant to W.S. §
										
											17-4-307, not be required to file records
				under W.S. §
										
											17-4-303(b)(i), W.S. §
										
											17-4-303(b)(ii) and W.S.
				§
										
											17-4-303(b)(iv). However
				copies of such material requested shall be furnished to the Secretary of State
				on demand.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-2 - Registration By Qualification

Current through July 13, 2024
(a) Every person
				registering securities by qualification, W.S. §
									
										17-4-304, except applications made pursuant
				to Chapter 7, Section
				3 (Small Corporate Offering Registration),
				shall file with the Secretary of State:
(i) a
				fully executed Uniform Application to Register Securities, Form U-1, and all
				documents required by that form, except:
(A)
				a copy of an earning computation or similar document is not required;
(B) advertising material filed with the SEC
				or other Self-Regulatory Organization is not required.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-3 - Small Corporate Offering Registration (SCOR)

Current through July 13, 2024
(a) The Secretary
				of State incorporates by reference the NASAA Statement of Policy Regarding
				Small Corporate Offering Registrations (SCOR), as adopted by NASAA on April 28,
				1996 and available at
www.nasaa.org
.
				Securities may only be registered under Section
				3 if they meet the requirements set forth in
				this Policy and are not disqualified by the Policy.
(b) Every issuer, when filing pursuant to
				this Section
				3, shall file with the Secretary of State
				the following:
(i) a fully executed Uniform
				Application to Register Securities, Form U-1.
(ii) a filing fee as required by W.S. §
										
											17-4-305(b).
(iii) a properly completed Form U-2, Consent
				to Service of Process, appointing the Secretary of State as the issuer's agent
				in the State of Wyoming for service of process;
(iv) a properly completed Form U-2a,
				Corporate Resolution, authorizing a corporate officer to perform the acts
				necessary to effect issuance of securities by the corporation;
(v) a Form U-7 or format prescribed by
				Regulation A completed pursuant to the applicable instructions.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-4 - Pre-Effective Filing Information

Current through July 13, 2024
(a) After filing
				with the Secretary of State any offering required to be filed which is not yet
				effective:
(i) May withdraw its application
				from registration unless the Secretary of State has initiated an action for
				entry of a stop order or has previously entered a stop order or similar action
				against the issuer. The Secretary of State shall retain one hundred dollars
				($100) of the filing fee.
(ii) May
				be deemed abandoned by the Secretary of State if that application has been on
				file for one year or more without becoming effective. If no request for
				extension is received, or if no correspondence is received regarding the filing
				even after the Secretary of State notifies the correspondent, the offering will
				be deemed abandoned and the Secretary of State shall retain the entire filing
				fee.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-5 - Post Filing Requirements

Current through July 13, 2024
All securities registration filings which have been declared
				  effective shall:
(a) Renew Registration
				within 60 days following the anniversary date of its effectiveness by:
(i) requesting renewal in a letter addressed
				to the Secretary of State identifying the registration by its Wyoming file
				number; and,
(ii) including fees as
				required in W.S. §
										
											17-4-305(b); or
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 7 - SECURITIES REGISTRATION › Section 7-6 - Advertising and Sales Literature

Current through July 13, 2024
For purposes of W.S. §
									
										17-4-115, the requirement to file sales and
				  advertising literature may apply unless the security or transaction is exempted
				  by W.S. §
									
										17-4-114, the security is a covered security
				  or the transaction is with respect to a covered security, or if the advertising
				  or sales literature has already been submitted and approved by either the NASD
				  or the SEC.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 9 - NOTICE FILINGS FOR COVERED SECURITIES › Section 9-1 - Investment Company Securities

Current through July 13, 2024
(a) Except as
				provided in subsection (b), no investment company that is registered under the
				Investment Company Act of 1940 or that has currently filed a registration
				statement under the Securities Act of 1933 is required to file with the
				Secretary of State, either prior to the initial offer or after the initial
				offer in this state of a security which is a covered security under Section
				18(b)(2) of the Securities Act of 1933, a copy of any document which is part of
				a federal registration statement filed with the SEC or is part of an amendment
				to such federal registration statement.
(b) An investment company that is registered
				under the Investment Company Act of 1940 or that has filed a registration
				statement under the Securities Act of 1933 shall, upon receipt of a written
				request of the Secretary of State and within the time period set forth in the
				request, provide a copy of any document identified in the request that is part
				of the federal registration statement filed with the SEC or part of an
				amendment to such federal registration statement.
(c) Initial filing. Issuers of open-end
				investment companies under section 18(b)(2) of the Securities Act of 1933 shall
				make a notice filing with the Secretary of State at the fund or trust level on
				The Uniform Investment Company Notice Filing Form (Form NF) and pay a fee set
				forth in W.S.
				17-4-302(a)(i).
(i) Initial notice filings will be effective
				upon receipt or, if requested by the issuer, concurrent with SEC
				effectiveness.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 9 - NOTICE FILINGS FOR COVERED SECURITIES › Section 9-2 - Rule 506 Offerings

Current through July 13, 2024
(a) An issuer
				offering a security that is a covered security under section 18(b)(4)(D) of the
				Securities Act of 1933 shall file a notice with the Secretary of State on the
				Notice of Exempt Offering of Securities, SEC Form D, a consent to service of
				process on Form U-2, and pay a fee of $200 no later than 15 days after the
				first sale of such federal covered security in this state. An issuer may file
				using NASAA's Electronic Filing Depository ("EFD") system.
(b) An issuer under this section who files
				notice on SEC Form D undertakes to furnish to the Secretary of State, upon
				written request, information furnished by the issuer, or on behalf of the
				issuer, to offerees.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 9 - NOTICE FILINGS FOR COVERED SECURITIES › Section 9-3 - Offers Exclusively To Accredited Investors

Current through July 13, 2024
(a) The Secretary
				of State incorporates by reference NASAA's Model Accredited Investor Exemption,
				Adopted April 27, 1997, available at
www.nasaa.org/regulatory-activity/statements-of-policy/
.
(b) The issuer shall file with the Secretary
				of State a notice of transaction on the form Model Accredited Investor
				Exemption Uniform Notice of Transaction, a consent to service of process, a
				copy of the general announcement, and a fee of $200 within 15 days after the
				first sale in this state.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 9 - NOTICE FILINGS FOR COVERED SECURITIES › Section 9-4 - Regulation A - Tier 2 Offering

Current through July 13, 2024
The following provisions apply to offerings made under Tier 2
				  of federal Regulation A and Section 18(b) (3) of the Securities Act of
				  1933:
(a) Initial filing. The initial
				notice filing under this section is effective for twelve months from the date
				of filing. An issuer planning to offer and sell securities in this state in an
				offering exempt under Tier 2 of federal Regulation A shall submit the following
				at least twenty-one (21) calendar days prior to the initial sale in this state:
(i) A completed Regulation A - Tier 2 notice
				filing form or copies of all documents filed with the SEC;
(ii) A consent to service of process on Form
				U-2 if not filing on the Regulation A- Tier 2 notice filing form; and
(iii) A filing fee of $200.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 9 - NOTICE FILINGS FOR COVERED SECURITIES › Section 9-5 - Federal Crowdfunding Offerings

Current through July 13, 2024
The following provisions apply to offerings made under
				  federal Regulation Crowdfunding ( 17 CFR § 227 ) and Sections
				  4(a)(6) and 18(b)(4)(C) of
				  the Securities Act of 1933:
(a) Initial
				filing.
(i) An issuer that offers and sells
				securities in this state in an offering exempt under federal Regulation
				Crowdfunding, and that either (1) has its principal place of business in this
				state or (2) sells 50% or greater of the aggregate amount of the offering to
				residents of this state, shall file the following with the Secretary of State:
(A) A completed Uniform Notice of Federal
				Crowdfunding form or copies of all documents filed with the Securities and
				Exchange Commission;
(B) A consent
				to service of process on Form U-2 if not filing on the Uniform Notice of
				Federal Crowdfunding Offering form; and
(C) A filing fee of $200.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-1 - Investment Adviser Registration

Current through July 13, 2024
(a) Initial
				Registration. The application for initial registration as an investment adviser
				pursuant to W.S. §
									
										17-4-403(a) shall be made by
				completing the Uniform Application for Investment Adviser Registration, Form
				ADV, in accordance with the form instructions and by filing the form
				electronically with IARD. The application for initial registration shall
				include the following:
(i) Proof of
				compliance by the investment adviser with the examination requirements of
				Section 5 of this chapter;
(ii)
				Financial statements as set forth in Section 7 of this chapter, including a
				copy of the balance sheet for the last fiscal year, and if the balance sheet is
				older than 45 days from the date of filing of the application, an unaudited
				balance sheet prepared as set forth in Section 7;
(iii) A copy of the surety bond required by
				Section 10, if applicable;
(iv) The
				fee required by W.S. §
										
											17-4-410(c), and;
(v) Any other information the Secretary of
				State may reasonably require.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-2 - Investment Adviser Representative Registration

Current through July 13, 2024
(a) Initial
				registration. The application for initial registration as an investment adviser
				representative pursuant to W.S. §
									
										17-4-404(a) shall be made by
				completing the Uniform Application for Securities Industry Registration or
				Transfer, Form U4, in accordance with the form instructions and by filing the
				form electronically with IARD. The application for initial registration shall
				include the following:
(i) Proof of compliance
				by the investment adviser representative with the examination requirements of
				Section 5; and
(ii) The fee
				required by W.S. §
										
											17-4-410(d).
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-3 - Notice Filing Requirements for Federal Covered Investment Advisers

Current through July 13, 2024
(a) The notice
				filing for a federal covered investment adviser pursuant to W.S. §
									
										17-4-405(a) shall be filed
				electronically with IARD on an executed Form ADV. A notice filing of a federal
				covered investment adviser shall be considered filed when the fee required by
				W.S. §
									
										17-4-410(e) and the Form ADV
				are filed electronically with and accepted by IARD on behalf of the state.
(i) FORM ADV PART II. The Secretary of State
				may:
(A) Accept a copy of Part II of Form ADV
				as filed electronically with IARD; or
(B) Consider Part II of Form ADV filed if a
				federal covered investment adviser provides, within 5 days of a request, Part
				II of Form ADV to the Secretary of State. The Secretary of State considers Part
				II of Form ADV to be filed, therefore, a federal covered investment adviser is
				not required to submit Part II of Form ADV to the Secretary of State unless
				requested.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-4 - Registration Exemption for Investment Advisers to Private Funds

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Registration Exemption for Investment Advisers to Private Funds Model Rule,
				  adopted December 16, 2011, and amended October 8, 2013, found at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-5 - Examination Requirements

Current through July 13, 2024
(a) Unless
				otherwise waived by the Secretary of State, an investment adviser or an
				investment adviser representative shall take and pass within the two year
				period immediately preceding the date of the application:
(i) The Uniform Investment Adviser State Law
				Examination (S65); or
(ii) The
				Uniform Combined State Law Examination (S66) and the General Securities
				Representative Examination (S7).
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-6 - Minimum Financial Requirements for Investment Advisers

Current through July 13, 2024
(a) For purposes of
				this Section, the term "net worth," shall mean an excess of assets over
				liabilities, as determined by generally accepted accounting principles, but
				shall not include as assets: prepaid expenses (except as to items properly
				classified assets under generally accepted accounting principles), deferred
				charges, goodwill, franchise rights, organizational expenses, patents,
				copyrights, marketing rights, unamortized debt discount and expense, all other
				assets of intangible nature, home, home furnishings, automobile(s), and any
				other personal items not readily marketable in the case of an individual;
				advances or loans to stockholders and officers in the case of a corporation;
				and advances or loans to partners in the case of a partnership.
(b) An investment adviser registered or
				required to be registered under the Act who has custody of client funds or
				securities shall maintain at all times a minimum net worth of $35,000 except:
(i) An investment adviser having custody
				solely due to direct fee deduction and complying with the terms described under
				Section 11, subsection (b)(3) and related books and records, as described in
				Section 8, shall not be required to comply with the net worth or bonding
				requirements of this Section.
(ii)
				An investment adviser having custody solely due to advising pooled investment
				vehicles and complying with the terms described under Section 11, subsection
				(a)(v) or Section 11, subsection (b)(iv) and related books and records, as
				described in Section 8, shall not be required to comply with the net worth or
				bonding requirements of this Section.
(iii) An investment adviser registered or
				required to be registered under the Act who has discretionary authority over
				client funds or securities but does not have custody of client funds or
				securities shall maintain at all times a minimum net worth of
				$10,000.
(iv) An investment adviser
				having custody of or discretionary authority over client fund who is bonded in
				accordance with Section 10(c) of this Chapter.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-7 - Financial Reporting Requirements for Investment Advisers

Current through July 13, 2024
(a) Every
				registered investment adviser who has custody of client funds or securities or
				requires payment of advisory fees six months or more in advance and in excess
				of $500 per client shall file with the Secretary of State an audited balance
				sheet as of the end of the investment adviser's most recent fiscal year. Each
				balance sheet filed pursuant to this Section must be:
(i) Examined in accordance with generally
				accepted auditing standards and prepared in conformity with generally accepted
				accounting principles;
(ii) Audited
				by an independent certified public accountant; and
(iii) Accompanied by an opinion of the
				accountant as to the report of financial position, and by a note stating the
				principles used to prepare it, the basis of included securities, and any other
				explanations required for clarity.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-8 - Recordkeeping Requirements

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Recordkeeping Requirements for Investment Advisers Model Rule USA 2002
				  41l(c)-1, Alternative 1, adopted September 17, 2008, and amended on September
				  11, 2011, and April 15, 2013, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-9 - Business Continuity and Succession Planning

Current through July 13, 2024
Every investment adviser shall establish, implement, and
				  maintain written procedures relating to a Business Continuity and Succession
				  Plan. The plan shall be based upon the facts and circumstances of the
				  investment adviser's business model including the size of the firm, type(s) of
				  services provided, and the number of locations of the investment adviser. The
				  plan shall provide for at least the following:
(a) The protection, backup, and recovery of
				books and records.
(b) Alternate
				means of communications with customers, key personnel, employees, vendors,
				service providers (including third-party custodians), and regulators,
				including, but not limited to, providing notice of a significant business
				interruption or the death or unavailability of key personnel or other
				disruptions or cessation of business activities.
(c) Office relocation in the event of
				temporary or permanent loss of a principal place of business.
(d) Assignment of duties to qualified
				responsible persons in the event of the death or unavailability of key
				personnel.
(e) Otherwise minimizing
				service disruptions and client harm that could result from a sudden significant
				business interruption.
(f) The
				Secretary of State incorporates by reference NASAA's GUIDANCE ON BUSINESS
				CONTINUITY AND SUCCESSION PLANNING FOR STATE-REGISTERED INVESTMENT ADVISERS
				adopted April 13, 2015, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-10 - Bonding Requirements for Investment Advisers

Current through July 13, 2024
(a) Any bond
				required by this Section shall be issued by a company qualified to do business
				in this state in the form determined by the Secretary of State and shall be
				subject to the claims of all clients of such investment adviser regardless of
				the client's state of residence.
(b) Every investment adviser registered or
				required to be registered under the Act having custody of or discretionary
				authority over client funds or securities shall be bonded in the amount of
				$10,000 unless a greater amount is otherwise determined by the Secretary of
				State.
(c) Independent of the bond
				amount required by subsection (b) of this Section, every investment adviser
				registered or required to be registered under the Act who has custody or
				discretion of client funds or securities who does not meet the minimum net
				worth standard in Section 6 shall be bonded in the amount of the net worth
				deficiency rounded up to the nearest $5,000. However an investment adviser
				registered or required to be registered under the Act who accepts prepayment of
				more than $500 per client and six or more months in advance shall maintain at
				all times a positive net worth of $35,000.
(d) An investment adviser that has its
				principal place of business in a state other than this state shall be exempt
				from the requirements of subsection (a) of this Section, provided that the
				investment adviser is registered or licensed as an investment adviser in the
				state where it has its principal place of business and is in compliance with
				such state's requirements relating to bonding.
(e) Required bond amounts of subsections (b)
				and (c) of this Section may be on separate bonds or combined in one bond at the
				discretion of the investment adviser and their surety holder unless otherwise
				determined by the Secretary of State.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-11 - Custody Requirements for Investment Advisers

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Custody Requirements for Investment Advisers Model Rule USA 2002 411(f)-(1),
				  Alternative 1, adopted September 17, 2008 and amended September 11, 2011, and
				  April 15, 2013, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-12 - Investment Adviser Brochure

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Brochure Rule Requirements for Investment Advisers Model Rule 203(b)-1 adopted
				  September 3, 1987 and amended September 11, 2011, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-13 - Prohibited Conduct in Providing Investment Advice

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Prohibited Conduct of Investment Advisers, Investment Adviser Representatives
				  and Federal Covered Investment Advisers Model Rule USA 2002 502(b) adopted
				  September 17, 2008, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-14 - Contents of an Investment Advisory Contract

Current through July 13, 2024
The Secretary of State incorporates by reference NASAA's
				  Contents of Investment Advisory Contract Model Rule USA 2002 502(c) adopted
				  April 15, 2013, located at
www.nasaa.org
.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 10 - INVESTMENT ADVISER REGULATIONS › Section 10-15 - Required Disclosures for Investments that Incorporate a Social Objective

Current through July 13, 2024
(a) If an
				investment adviser or investment adviser representative incorporates a social
				objective into a discretionary investment decision to buy or sell a security or
				commodity for a customer or client, advice or a recommendation to a customer or
				client for the purchase or sale of a security or commodity, or the selection,
				or advice or a recommendation to a customer or client regarding the selection
				of a third-party manager or subadviser to manage the investments in the
				customer or client's account, then such investment adviser or investment
				adviser representative shall disclose to such customer or client the existence
				of such incorporation.
(b) The
				disclosure obligation under subsection (a) of this section is satisfied by
				providing clear and conspicuous disclosure, via written communication.
				Thereafter, the disclosure shall be provided to the customer or client on an
				annual basis and whenever the investment adviser or investment adviser
				representative undergoes a suitability review with a customer or
				client.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-1 - Authority and effective date

Current through July 13, 2024
Wyoming Statute § 40-29-109(a) and 2019 Session Laws,
				  Ch.61, §
									4 require the Secretary of State to
				  promulgate rules to implement the Financial Technology Sandbox Act on or before
				  January 1, 2020. These rules shall take effect on January 1, 2020.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-2 - Statutes that the Secretary may waive

Current through July 13, 2024
Of the statutes listed in
				  W.S.
				  40-29-103(a), the Secretary
				  administers and may waive
				  W.S.
				  17-4-201 through -412,
				  
										17-16-101
				  through -1810,
				  
										17-28-101 through -111, and
				  
										17-29-101
				  through -1105.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-3 - Application

Current through July 13, 2024
(a) Initial
				application. A person applying to exempt their financial product or service
				from specific statutes or rules shall complete and submit a financial
				technology sandbox application to the Wyoming Secretary of State's Office. The
				application shall be on a form prescribed by the Office.
(b) Extension application. If the Secretary
				of State's Office has granted a person a waiver under the Financial Technology
				Sandbox Act, the person may request an extension under
				W.S.
				40-29-108 by completing a financial
				technology sandbox extension application. The application shall be on a form
				prescribed by the Office.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-4 - Validating residency

Current through July 13, 2024
(a) Before agreeing
				to provide an innovative financial product or service, the person offering it
				shall validate the residency of the "consumer" as defined in
				W.S.
				40-29-103(a)(iii).
(b) A person may validate a consumer's
				residency by
(i) collecting the consumer's
				name, address, and phone number, and
(ii) reviewing one or more of the following
				records or documents:
(A) A valid operator's
				license, chauffeur's license, or official personal identification card issued
				by this state;
(B) A current
				Wyoming voter registration;
(C) Any
				of the documents or combinations of documents that are sufficient to establish
				residency under
Rules Wyo. Sec'y of State
Election Procedures,
				Ch. 2, §
											6.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-5 - Record requirements

Current through July 13, 2024
In addition to the comprehensive records which persons
				  selling innovative financial products or services must keep under
				  W.S.
				  40-29-106(d), those persons
				  must further maintain:
(a) All
				consumer contact information, including the information required in Section
				3 of these rules;
(b) All agreements, contracts and
				subscription records;
(c) All
				correspondence between the person selling the innovative financial product or
				service and the consumer;
(d) All
				financial statements and bank account records; and
(e) A copy of all advertisements the person
				selling the innovative financial product or service has used to market their
				product or service in Wyoming.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Chapter 11 - FINANCIAL TECHNOLOGY SANDBOX › Section 11-6 - Conclusion of the sandbox period

Current through July 13, 2024
A person who makes an innovative financial product or service
				  available after receiving a waiver shall provide the Secretary of State with a
				  copy of the written notification regarding the conclusion of the sandbox period
				  that it sends to consumers under to
				  W.S.
				  40-29-106(f).
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Appendix A - NOTICE OF INVESTMENT COMPANY EXEMPTION

Current through July 13, 2024
Notice and payment of fees pursuant to
				W.S.
				17-4-114(a)(xi) is hereby
				made to the Secretary of State and Securities Commissioner of the State of
				Wyoming.
Filing For: _______Mutual Fund
_______Unit Investment Trust Sponsor
Name and Address of Mutual Fund or Unit Investment Trust
				Sponsor:
Former name if previously filed under a different name (if
				applicable):
Name, Address and Telephone Number of Correspondent To Whom
				Notice and Communications Regarding Investment Company Exemption May Be
				Sent:
List the Securities Covered By This Notice (e.g., portfolios,
				series, trusts or funds):
____________________ ____________________
____________________ ____________________
____________________ ____________________
Provide The Mutual Fund's for Unit Investment Trust Sponsor's
				Date of Fiscal Year End:
For the Period:
_/_/_ through _/_/_
Fee Enclosed: $100.00 Payable to the Wyoming Secretary of
				State
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0017 - Securities › Appendix B - SOLICITATION OF INTEREST FORM

Current through July 13, 2024
__________________________________________
NAME OF COMPANY
Street Address of Principal Office:
Company Telephone Number:
Date of Organization:
Amount of the Proposed Offering: ________________
Name of the Chief Executive Officer: __________________
THIS IS A SOLICITATION OF INTEREST ONLY. NO MONEY OR
				OTHER CONSIDERATION IS BEING SOLICITED AND NONE WILL BE ACCEPTED.
NO SALES OF THE SECURITIES WILL BE MADE OR COMMITMENT TO
				PURCHASE ACCEPTED UNTIL THE DELIVERY OF A FINAL OFFERING CIRCULAR THAT INCLUDES
				COMPLETE INFORMATION ABOUT THE ISSUER AND THE OFFERING.
AN INDICATION OF INTEREST MADE BY A PROSPECTIVE INVESTOR
				INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.
THIS OFFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM
				REGISTRATION UNDER THE FEDERAL AND STATE SECURITIES LAWS. NO SALE MAY BE MADE
				UNTIL THE OFFERING STATEMENT IS QUALIFIED BY THE SEC AND IS REGISTERED IN THIS
				STATE.
This company ( ) Has never conducted business
				operations.
( ) Is in the development stage.
( ) Is currently conducting operations.
( ) Has shown a profit for the last fiscal year.
( ) Other (please specify)_______________________
BUSINESS:
1. Describe in general what business the company does or
				proposes to do, including what products or goods are or will be produced or
				services that are or will be rendered.
2. Describe in general how these products or services are to be
				produced or rendered and how and when the company intends to carry out its
				activities.
OFFERING PROCEEDS:
3. Describe in general how the company intends to use the
				proceeds of the proposed offering.
KEY PERSONNEL OF THE COMPANY:
4. Provide the following information for all officers and
				directors or persons occupying similar positions:
Name, Title, Office, Street, Address, Telephone Number,
				Employment History, (Employers, Titles and dates of positions held during the
				past five years), and Education (degrees schools and dates).
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 1 - GENERAL PROVISIONS › Section 1-3 - Definitions

Current through July 13, 2024
(a) "Authorized" is defined as being
				officially registered with the Secretary of State.
(b) "Deceptively Similar" means a proposed
				business name, trademark or service mark which is similar in appearance to,
				similar in sound to, or most pertinent words are the same as, an authorized
				trademark or service mark.
(c)
				"Distinguishable upon the records" is defined in
				W.S.
				17-16-401(f).
(d) "Duplicating charges" are set in W.S.
				W.S. W.S.
				9-1-305 and all duplicating charges which are
				left to the discretion of the Secretary of State are, by these rules, set at
				that same rate. Charges for electronic data are established by the Secretary of
				State based on the type of electronic transfer requested.
(e) "Five days" means five (5) business
				days.
(f) "Written notice" means
				delivery by standard United States mail unless otherwise noted in the statute
				or rules. The Secretary of State may send notice by a more expedited or secure
				method such as priority mail, certified mail or express delivery
				service.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 1 - GENERAL PROVISIONS › Section 1-4 - Filing Requirements

Current through July 13, 2024
(a) Documents shall
				contain the information required by the Wyoming Statutory Trust Act
				W.S.
				17-23-101 through
				17-23-302.
(b) The document shall be in the English
				language. A limited liability company name need not be in English if it is
				written in English letters, Arabic, or Roman numerals and if it is accompanied
				by an English translation acceptable to the Secretary of State.
(c) Domestic and foreign statutory trusts
				shall be in good standing before amendments, dissolutions, mergers and
				withdrawals can be filed by the Secretary of State.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 1 - GENERAL PROVISIONS › Section 1-5 - Fees Not Established in W.S. 17-23-101 through 17-23-302

Current through July 13, 2024
(a) For Domestic Statutory Trust Companies:
(i) Certificate of Trust $100.00
(ii) Certificate of Amendment $
				25.00
(iii) Certificate of
				Cancellation $ 25.00
(iv)
				Certificate of Merger or Consolidation $ 25.00
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 2 - STATUTORY TRUST COMPANY NAMES › Section 2-1 - Statutory Trust Company Name

Current through July 13, 2024
(a) A proposed
				business entity name shall not be the same as or deceptively similar to any
				trademark or service mark registered in this state and shall be distinguishable
				upon the records of the Secretary of State from other business names as
				provided in
				W.S.
				17-16-401 and as determined by the Secretary
				of State.
(b) The use of statutory
				trust company names shall be restricted in the following manner:
(i) No person or entity shall organize under
				a name using any of the terms "bank," "banker," "bancorp," "bancorporation,"
				"banc," "banque," "banquers," "banco," "banca," or words of similar import,
				whether in English or a foreign language, until they have fully complied with
				W.S. 1977 
											13-1-101 et seq., the banking
				laws of a United States jurisdiction, the Federal Bank Holding Act of 1956 (12
				use 1841), or the federal Homeowners Loan Act (
				12
				U.S.C. 1461 et. seq.). If good reason is
				shown for the use of the words "bancorp" or "bancorporation," the Secretary of
				State may at her discretion allow the use of the word(s), e.g., subsidiaries
				using parent company's name and parent company is regulated. If a proposed
				statutory trust company name uses any of the terms outlined in this
				subparagraph in a way which is clearly not related to banking, or any other
				financial endeavor, this subparagraph does not apply. (For example, "Wyoming
				Blood Bank".)
(ii) The name must
				not imply that the statutory trust company name is a degree granting
				institution of higher learning until verifying that it is licensed by the
				Department of Education. If the Department of Education requires licensing and
				the company is not licensed, then the Secretary of State shall refuse to file
				the documents until licensing is completed. This rule does not apply to
				institutions of higher learning which are exempt from licensing under the
				Department of Education's statutes or rules or to non-educational entities such
				as "University Bookstore, Inc."
(iii) Any statutory trust name in which the
				word "statutory" does not immediately precede the word "trust" will be rejected
				by the Secretary of State. A statutory trust name need not include the words
				"statutory trust".
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 2 - STATUTORY TRUST COMPANY NAMES › Section 2-2 - Procedure if Filing Rejected

Current through July 13, 2024
(a) If a filing
				officer rejects a proposed business name or an application for reservation of
				business name because it is the same as, or deceptively similar to any
				trademark or service mark currently authorized or not distinguishable upon the
				records of the Secretary of State from another business name currently
				authorized, the filing officer shall notify the applicant within five days
				after the filing is delivered, that the filing is rejected with a brief,
				written explanation of the reason.
(b) Within five days of delivery of notice of
				rejection, the applicant may appeal the decision to the Secretary of State.
				Such a request must be in writing and should include information as to why the
				appeal should be granted. Within five days of delivery of the appeal request,
				the Secretary of State shall notify the business entity which holds the
				currently authorized name that an appeal has been filed. The authorized
				business entity shall be notified that it may present information as to why the
				appeal should/should not be granted. If the authorized business entity chooses
				to provide information, it shall do so within five days of delivery of notice
				of the appeal request.
(c) Within
				five days after all infomation is to be submitted, the Secretary of State shall
				issue a final decision regarding the appeal. All parties shall be notified of
				the decision by certified letter.
(d) This procedure shall be informal and
				shall not be a contested case proceeding. Any final decision may be appealed to
				the appropriate District Court pursuant to the Wyoming Administrative Procedure
				Act. If the procedure in this Section is invoked, the thirty-day appeal time
				provided in
				W.S.
				16-3-114 and Rule 12.04 of the Wyoming Rules
				of Appellate Procedure, does not begin to run until the Secretary of State
				issues a final decision letter as described in paragraph (c) above.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 3 - FOREIGN STATUTORY TRUST COMPANY › Section 3-1 - Name of Foreign Statutory Trust Company

Current through July 13, 2024
Chapter 2, Sections
				  1
				  through
				  2 apply
				  to a foreign statutory trust company name and a fictitious
				  name.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 3 - FOREIGN STATUTORY TRUST COMPANY › Section 3-2 - Foreign Statutory Trust Company Transacting Business in Wyoming

Current through July 13, 2024
To the extent not inconsistent with the Wyoming Statutory
				  Trust Act,
				  W.S.
				  17-23-101 through
				  17-23-302, a statutory trust
				  company organized in another jurisdiction may do business in Wyoming by
				  complying with the Wyoming Business Corporation Act W.S. W.S.
				  W.S.
				  17-16-1501 through 17-16-1510,
				  17-16-1520 and
				  17-16-1530 through
				  17-16-1532.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 3 - FOREIGN STATUTORY TRUST COMPANY › Section 3-3 - Transacting Business Without Authority

Current through July 13, 2024
Whenever the Secretary of State is notified that a statutory
				  trust company is transacting business without authority, the Secretary of State
				  shall take action to determine how long the company has been doing business
				  without a certificate of authority. Notice will then be sent to the statutory
				  trust company as to taxes, fees, interest and penalties due based on this
				  determination. If the foreign statutory trust company disagrees, it must notify
				  the Secretary of State within 10 days advising why the taxes, fees, interest
				  and penalties are not due. The Secretary of State shall then make a final
				  ruling. Any final decision may be appealed to the appropriate District Court
				  pursuant to the Wyoming Administrative Procedure Act.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 3 - FOREIGN STATUTORY TRUST COMPANY › Section 3-4 - Fees

Current through July 13, 2024
A foreign statutory trust company organized in another state
				  or country doing business in Wyoming shall pay the annual fee as set forth in
				  W.S.
				  17-23-117(c) and the
				  appropriate fees as set forth in Chapter 1, Section
				  6.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 3 - FOREIGN STATUTORY TRUST COMPANY › Section 3-5 - Reinstatement of Foreign Statutory Trust Company

Current through July 13, 2024
A foreign statutory trust company reinstating after failure
				  to pay the annual fee set forth in
				  W.S.
				  17-23-111 shall submit a certificate of
				  existence dated within sixty (60) days prior to filing in the Secretary of
				  State's office and shall compty with the requirements set forth in W. S.
				  
										17-23-111.
Wyoming Administrative Code › Agency 002 - Secretary of State › Sub-Agency 0019 - Statutory Trust Act › Chapter 4 - CONTINUANCE OF FOREIGN STATUTORY TRUST COMPANY › Section 4-1 - General Provisions

Current through July 13, 2024
(a) The applicant
				shall provide a document from an official of the foreign jurisdiction
				acknowledging termination of the domicile.
(b) The applicant shall provide a copy of the
				company resolution authorizing continuance of the statutory trust company into
				Wyoming.
(c) The application for
				continuance shall be accompanied by its original certificate of trust and all
				amendments thereto currently certified (within the last six (6) months) by the
				proper officer of the state or nation of formation.