reglab/statecodes huggingface dataset:
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-126 - Annual revision of offering circular

Current through Register Vol. 24-14, July 15, 2024
The prospectus or offering circular shall be amended whenever
				there is a material change which would affect the offering and in no event
				shall it be revised less often than every twelve months.
Statutory Authority:
				  RCW
				  21.20.450. 88-03-015 (Order SDO-164A-87),
				  §
										460-16A-126, filed 1/11/88; Order
				  304, §
										460-16A-126, filed 2/28/75,
				  effective 4/1/75. Formerly chapter 460-16
				  WAC.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-127 - Offering registered with the Securities and Exchange Commission ("SEC")

Current through Register Vol. 24-14, July 15, 2024
With respect to offerings registered with the Securities and
				Exchange Commission under the Securities Act of 1933, as amended, and qualified
				with the administrator by coordination, a prospectus which is part of a
				registration statement which has been declared effective by the SEC shall be
				deemed to comply with all requirements as to form of this rule: Provided,
				however, That the administrator reserves the right to require additional
				disclosure of substance in his discretion.
Order 304, §
										460-16A-127, filed 2/28/75,
				  effective 4/1/75. Formerly chapter 460-16
				  WAC.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-180 - Technical reports

Current through Register Vol. 24-14, July 15, 2024
(1) The
			 administrator may require the submission of a technical report whenever he
			 determines that such a report is necessary in resolving a matter pending before
			 him. The cost of the technical report shall be borne by the person requested by
			 the administrator to submit it. The administrator may require or permit a
			 technical report to be prepared by an employee of the state of
			 Washington.
(2) The engineer,
			 appraiser or other skilled person preparing a technical report shall submit
			 with such report a statement as to his qualifications and experience and a
			 statement of any material relationship or other factors which tends to impair
			 his independence from the subject matter to which or the person to whom the
			 technical report relates.
Order 304, §
										460-16A-180, filed 2/28/75,
				  effective 4/1/75. Formerly chapter 460-16
				  WAC.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-185 - Technical reports prepared by state employee

Current through Register Vol. 24-14, July 15, 2024
When a technical report is to be prepared by an employee of the
				state of Washington, the administrator shall estimate the expense of making
				such report and notify the applicant thereof. Before any preparation of the
				technical report is commenced, the applicant shall deposit with the
				administrator the estimate cost thereof in cash, accompanied by written
				instructions authorizing the disbursement of the funds. If it appears that the
				expense of preparing the report will exceed the estimate, an additional deposit
				may be required before the report is filed. When the deposit exceeds the actual
				expense incurred in preparing the report, the excess will be returned to the
				applicant.
Order 304, §
										460-16A-185, filed 2/28/75,
				  effective 4/1/75. Formerly chapter 460-16
				  WAC.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-200 - Debt offering standards

Current through Register Vol. 24-14, July 15, 2024
(1) Debt securities may be offered and sold
			 only if the issuer shows a reasonable ability to service the debt.
(2) For purposes of this section, unless
			 otherwise allowed by the administrator, "reasonable ability to service the
			 debt" means:
(a) The issuer must have a
			 positive net worth and not be in the development stage; and
(b) The issuer must demonstrate, based upon
			 the results of its operations for its most recently ended fiscal year and for
			 its latest interim period as reflected in its financial statements, a pro forma
			 earnings to fixed-charges ratio of 1 to 1 or greater.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-16A - General rules › Section 460-16A-390 - Notice of termination of offering - Change of officers

Current through Register Vol. 24-14, July 15, 2024
An issuer who has completed or discontinued the sale of
				securities registered with the department of financial institutions shall
				notify the administrator in writing to that effect. Until such notice has been
				given, notices of all withdrawals or changes of officers, directors, trustees,
				partners or other principal members of registrants shall be made to the
				administrator of securities as soon as possible, but within five days, after
				such withdrawals or changes in the personnel of such organization shall become
				effective.
Statutory Authority:
				  RCW
				  21.20.450. 96-11-023, §
										460-16A-390, filed 5/6/96,
				  effective 6/6/96; Order 304, §
										460-16A-390, filed 2/28/75,
				  effective 4/1/75. Formerly chapter 460-16
				  WAC.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-010 - SCOR registration

Current through Register Vol. 24-14, July 15, 2024
These rules are intended to encourage investment in small
				businesses. The rules in this chapter offer an optional method of registration
				for companies issuing securities exempt from registration with the Securities
				and Exchange Commission under Rule 504 of Regulation D or under Section
				3(a)(11) of the Securities Act of 1933. The administrator recognizes that small
				issuers raising small amounts of money face special problems not faced by
				issuers raising larger amounts, and that standards appropriate to registrations
				of larger offerings may become unduly burdensome when applied to registrations
				of small offerings. The optional registration method offered by these rules is
				intended to reduce the costs and burdens of raising capital for small business
				without sacrificing investor protection, and to maximize the amount of offering
				proceeds available to the issuer for investment in the business. Issuers
				eligible for this method of registration shall use the SCOR registration form
				as the disclosure document for the offering. This method of registration shall
				be known as SCOR registration.
Statutory Authority:
				  RCW
				  21.20.450. 96-11-027, §
										460-17A-010, filed 5/6/96,
				  effective 6/6/96. Statutory Authority:
				  RCW
				   21.20.210,
				  21.20.240 and
				  21.20.450. 88-17-012 (Order
				  SDO-048-88), §
										460-17A-010, filed
				  8/8/88.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-020 - Application

Current through Register Vol. 24-14, July 15, 2024
(1) The rules in
			 this chapter shall apply to SCOR registrations. While applications not
			 conforming to the standards contained herein shall be looked upon with
			 disfavor, where good cause is shown certain rules may be modified or waived by
			 the administrator.
(2) Where
			 individual characteristics of specific offerings warrant modification from
			 these standards, they will be accommodated, insofar as possible, while still
			 being consistent with the spirit of these rules.
Statutory Authority:
				  RCW
				  21.20.450. 96-11-027, §
										460-17A-020, filed 5/6/96,
				  effective 6/6/96. Statutory Authority:
				  RCW
				   21.20.210,
				  21.20.240 and
				  21.20.450. 88-17-012 (Order
				  SDO-048-88), §
										460-17A-020, filed
				  8/8/88.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-030 - Availability

Current through Register Vol. 24-14, July 15, 2024
(1) SCOR is intended
			 to allow small companies to conduct limited offerings of securities. SCOR uses
			 a simplified offering format designed to provide adequate disclosure to
			 investors concerning the issuer, the securities offered, and the offering
			 itself. Certain issuers may not be able to make adequate disclosure using the
			 SCOR format and will, therefore, be unable to utilize SCOR. The administrator
			 finds that SCOR is generally unsuitable for the following issuers and programs
			 and that, therefore, they will not be allowed to utilize SCOR unless written
			 permission is obtained from the administrator based upon a showing that
			 adequate disclosure can be made to investors using the SCOR format:
(a) Holding companies, companies whose
			 principal purpose is owning stock in, or supervising the management of, other
			 companies;
(b) Portfolio companies,
			 such as a real estate investment trusts;
(c) Issuers with complex capital
			 structures;
(d) Commodity
			 pools;
(e) Equipment leasing
			 programs; and
(f) Real estate
			 programs.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-050 - Agreement by registrant on splits and dividends of stock or ownership interests

Current through Register Vol. 24-14, July 15, 2024
By filing for SCOR registration in this state, the registrant
				agrees with the administrator that the registrant will not split its common
				stock or common ownership interests, or declare a stock or ownership interest
				dividend, for two years after the effectiveness of the registration without the
				prior written approval of the administrator.
Statutory Authority:
				  RCW
				  21.20.450. 96-11-027, §
										460-17A-050, filed 5/6/96,
				  effective 6/6/96; 88-17-012 (Order SDO-048-88), §
										460-17A-050, filed
				  8/8/88.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-060 - Documents to be filed with administrator by SCOR registrant

Current through Register Vol. 24-14, July 15, 2024
In addition to filing a properly completed form SCOR,
				applicants for SCOR registration shall file the following exhibits with the
				administrator:
(1) Form of selling
			 agency agreement;
(2) The issuer's
			 articles of incorporation, articles of organization, or other charter documents
			 and all amendments thereto;
(3) The
			 issuer's bylaws or operating agreement, as amended to date;
(4) Copy of any resolutions by directors
			 setting forth terms and provisions of capital stock to be issued or by managers
			 or managing members setting forth terms and or capital ownership interest to be
			 issued;
(5) Any indenture, form of
			 note or other contractual provision containing terms of notes or other debt, or
			 of options, warrants, or rights to be offered;
(6) Specimen of security or ownership
			 interest certificate to be offered (including any legend restricting
			 resale);
(7) Consent to service of
			 process accompanied by appropriate corporate or company resolution;
(8) Copy of all advertising or other
			 materials directed to or to be furnished investors in the offering;
(9) Form of escrow agreement for escrow of
			 proceeds;
(10) Consent to inclusion
			 in disclosure document of accountant's report;
(11) Consent to inclusion in disclosure
			 document of any tax advisor's opinion or description of tax
			 consequences;
(12) Consent to
			 inclusion in disclosure document of any evaluation of litigation or
			 administrative action by counsel;
(13) Form of any subscription agreement for
			 the purchase of securities in this offering;
(14) Opinion of attorney licensed to practice
			 in a state or territory of the United States that the securities to be sold in
			 the offering have been duly authorized and when issued upon payment of the
			 offering price will be legally and validly issued, fully paid and nonassessable
			 and binding on the issuer in accordance with their terms;
(15) Schedule of residence street addresses
			 of officers, directors, and principal stockholders or managers, managing
			 members, and principal members.
Statutory Authority:
				  RCW
				  21.20.450. 96-11-027, §
										460-17A-060, filed 5/6/96,
				  effective 6/6/96. Statutory Authority:
				  RCW
				   21.20.210,
				  21.20.240 and
				  21.20.450. 88-17-012 (Order
				  SDO-048-88), §
										460-17A-060, filed
				  8/8/88.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-17A - Small company offering registration › Section 460-17A-070 - Application of chapter 460-16A WAC to registrations under this chapter

Current through Register Vol. 24-14, July 15, 2024
The provisions of chapter 460-16A WAC shall not apply to
				registrations under this chapter except:
(1) The promotional shares rules adopted in
			 WAC 460-16A-205(1)(p)
			 shall apply except that promotional shares need be escrowed only to the extent
			 that such shares exceed sixty percent of the shares to be outstanding upon the
			 completion of the offering;
(2) The
			 loan and material affiliated transaction provisions of WAC
			 460-16A-205(1)(g)
			 shall apply except that the independent director requirements may be
			 waived;
(3) The options and
			 warrants provisions of WAC
			 460-16A-205(1)(h)
			 shall apply;
(4) WAC
			 460-16A-205(1)(t),
			 concerning selling and underwriting expenses, shall apply;
(5) The impoundment of proceeds provisions of
			 WAC 460-16A-205(1)(n)
			 shall apply;
(6) WAC
			 460-16A-205(1)(s),
			 concerning specificity in the use of proceeds, shall apply;
(7) WAC
			 460-16A-205(1)(u)
			 may be applied to issuers in unsound financial condition;
(8) The preferred stock provisions of WAC
			 460-16A-205(1)(o)
			 shall apply;
(9) WAC
			 460-16A-205(1)(v),
			 concerning unequal voting rights, shall apply; and
(10) The administrator reserves the right to
			 apply chapter 460-16A WAC (or any provision therein) to offerings under this
			 chapter if the administrator determines that such application, even in the
			 small business offering context, is necessary for the protection of
			 investors.
Statutory Authority:
				  RCW
				  21.20.450. 98-17-013, §
										460-17A-070, filed 8/10/98,
				  effective 9/10/98; 96-11-027, §
										460-17A-070, filed 5/6/96,
				  effective 6/6/96; 91-04-009, §
										460-17A-070, filed 1/25/91,
				  effective 2/25/91. Statutory Authority:
				  RCW
				   21.20.210,
				  21.20.240,
				  21.20.250 and
				  21.20.450. 88-17-012 (Order
				  SDO-048-88), §
										460-17A-070, filed
				  8/8/88.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-010 - Filing requirements - Investment companies other than closed-end companies

Current through Register Vol. 24-14, July 15, 2024
The following provisions apply to investment companies other
				than closed-end companies, as those terms are defined by the Investment Company
				Act of 1940:
(1) Initial filing. An
			 investment company, other than a closed-end company, making an initial notice
			 filing pursuant to
			 RCW
			  21.20.327(1)(a) shall submit
			 the following prior to the initial offer in this state:
(a) A completed Form NF or other document
			 identifying the filing;
(b) A
			 consent to service of process on Form U-2; and
(c) The filing fee prescribed by
			 RCW
			  21.20.340(2)(b).
The initial notice filing is effective for twelve
				months.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-020 - Filing requirements - Closed-end investment companies

Current through Register Vol. 24-14, July 15, 2024
The following provisions apply to closed-end investment
				companies as that term is defined by the Investment Company Act of 1940:
(1) Initial filing. A closed-end investment
			 company making an initial notice filing pursuant to
			 RCW
			  21.20.327(1)(a) shall file
			 the following prior to the initial offer in this state:
(a) A completed Form NF or other document
			 identifying the filing;
(b) A
			 consent to service of process on Form U-2; and
(c) The filing fee prescribed by
			 RCW
			  21.20.340(3)(b).
The initial notice filing is effective for twelve
				months.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-030 - Filing requirements - Investment companies - Name changes

Current through Register Vol. 24-14, July 15, 2024
The name, address, or telephone number of the investment
				company, applicant, or contact person may be changed by submitting a revised
				Form NF and the fee required by
				RCW
				 21.20.340(5)(a).
Statutory Authority:
				  RCW
				  21.20.450 and 1998 c 15 § 12. 98-18-031,
				  §
										460-18A-030, filed 8/26/98,
				  effective 9/26/98.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-040 - Investment companies - Report of sales

Current through Register Vol. 24-14, July 15, 2024
An investment company complying with
				RCW
				 21.20.327(1)(c) shall file a
				report of sales of Form NF, together with the fee required by
				RCW
				 21.20.340(5)(b), within
				sixty days of the annual expiration of its notice filing.
Statutory Authority:
				  RCW
				  21.20.450 and 1998 c 15 § 12. 98-18-031,
				  §
										460-18A-040, filed 8/26/98,
				  effective 9/26/98.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-100 - Filing requirements - Municipal securities

Current through Register Vol. 24-14, July 15, 2024
The following provisions apply to an issuer of a covered
				security pursuant to sections 3(a)(2) and 18(b)(4)(C) of the Securities Act of
				1933 and RCW  21.20.327(3),
				hereinafter referred to as a "municipal covered securities issuer":
(1) Initial notice filing. A municipal
			 covered securities issuer making an initial filing shall submit the following
			 prior to the initial offer in this state:
(a)
			 A completed municipal securities notice filing form or other document
			 identifying the transaction;
(b) A
			 consent to service of process on Form U-2; and
(c) The filing fee required by
			 RCW
			  21.20.340(1)(b).
Although not required, the issuer may wish to submit a copy of
				the official statement, or at least the first page, so that it is clear as to
				which offering the notification is being made. The initial notice filing is
				effective for one year.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-200 - Filing requirements-Regulation A Tier 2 offerings

Current through Register Vol. 24-14, July 15, 2024
The following provisions apply to offerings made under Tier 2
				of federal Regulation A:
(1) Initial
			 filing. An issuer planning to offer and sell securities in this state in an
			 offering exempt under Tier 2 of federal Regulation A shall submit the following
			 at least twenty-one calendar days prior to the initial sale in this state:
(a)A completed Regulation A - Tier 2 Offering
			 Notice Filing Form or other document identifying the filing;
(b)A consent to service of process on Form
			 U-2 if not provided in the Regulation A - Tier 2 Offering Notice Filing Form;
			 and
(c)The filing fee prescribed by
			 RCW
			  21.20.340(3)(a). The initial
			 notice filing is effective for twelve months.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-18A - Notice filings for federal covered securities › Section 460-18A-210 - Notice filing requirements for federal crowdfunding offerings

Current through Register Vol. 24-14, July 15, 2024
The following provisions apply to offerings made under federal
				Regulation Crowd-funding,  17 C.F.R. Sec. 227 and Sections 4(a)(6) and
				18(b)(4)(C)  of the Securities Act of 1933:
(1)
Initial filing.
(a) An issuer that offers and sells
			 securities in this state in an offering exempt under federal Regulation
			 Crowdfunding, and that either has its principal place of business in this state
			 or sells fifty percent or greater of the aggregate amount of the offering to
			 residents of this state, shall file the following with the Securities
			 Administrator of the Department of Financial Institutions or his or her
			 designee:
(i) A completed Uniform Notice of
			 Federal Crowdfunding Offering form or copies of all documents filed with the
			 Securities and Exchange Commission;
(ii) A consent to service of process on Form
			 U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form;
			 and
(iii) The filing fee prescribed
			 by RCW
			  21.20.340(1)(a).
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-010 - Application

Current through Register Vol. 24-14, July 15, 2024
The rules contained in this chapter apply to broker-dealers
				(other than mortgage broker-dealers under chapter 460-33A
				WAC).
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-20B-010, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-020 - Definitions

Current through Register Vol. 24-14, July 15, 2024
For the purposes of this chapter and chapters 460-21B,
				460-22B, and 460-23B WAC:
(1) "Central
			 Registration Depository" ("CRD") shall mean the national registration system
			 operated by the Financial Industry Regulatory Authority, Inc. pursuant to a
			 contract with the North American Securities Administrators
			 Association.
(2) "Balance sheet"
			 shall mean a balance sheet prepared in accordance with generally accepted
			 accounting principles.
(3) "Branch
			 office," for the purpose of this chapter, shall mean any office, residence or
			 other place or location in this state where the business of a registered
			 broker-dealer is conducted and which is owned or controlled by, or operated
			 directly or indirectly for the benefit of, the registered broker-dealer, and
			 where the business of a broker-dealer is conducted by a principal, salesperson,
			 or salespersons for such registered broker-dealer, except that the following
			 are not considered branch offices:
(a) Any
			 location identified in a telephone directory line listing or on a business card
			 or letterhead, which listing, card, or letterhead also sets forth the address
			 and telephone number of the office from which persons conducting business from
			 the location are directly supervised;
(b) Any location referred to, in an
			 advertisement by a broker-dealer, by its local telephone number or local post
			 office box provided that such reference may not include the street address of
			 the location and that such reference also sets forth the address and telephone
			 number of the office from which persons conducting business at the location are
			 directly supervised;
(c) Any
			 location identified by address in a broker-dealers sales literature, provided
			 that the sales literature also sets forth the address and telephone number of
			 the office from which persons conducting business at the location are directly
			 supervised; or
(d) The principal
			 office of the broker-dealer.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-030 - Registration procedure

Current through Register Vol. 24-14, July 15, 2024
(1)
			 Broker-dealers that are members of the Financial Industry Regulatory Authority
			 must:
(a) Submit Form BD designating
			 Washington as a state in which the broker-dealer requests registration to the
			 Central Registration Depository together with the required fee; and
(b) Submit to the securities division in a
			 form acceptable to the administrator such additional information as the
			 administrator may require.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-035 - Canadian broker-dealers and salespersons

Current through Register Vol. 24-14, July 15, 2024
(1) A Canadian broker-dealer that is resident
			 in Canada and has no office or other physical presence in the United States and
			 is not an office of, branch of, or a natural person associated with, a
			 broker-dealer otherwise registered in the United States may transact business
			 in this state without registering as a broker-dealer pursuant to
			 RCW
			  21.20.040 under the following conditions:
(a) The business transacted by the Canadian
			 broker-dealer must be limited to:
(i)
			 Transactions subject to the exemption provided by
			 RCW
			  21.20.320(8);
(ii) Transactions with or for a Canadian
			 person who is temporarily present in this state and with whom the Canadian
			 broker-dealer had a bona fide customer relationship before the person entered
			 this state; or
(iii) Transactions
			 with or for a Canadian person in a self-directed tax advantaged retirement plan
			 in Canada of which that person is the holder or contributor; and
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-040 - Examination requirements

Current through Register Vol. 24-14, July 15, 2024
(1) In
			 order to be licensed in this state as a broker-dealer, the individual
			 applicant, an officer if the applicant is a corporation, a manager if the
			 applicant is a limited liability company, or a general partner if the applicant
			 is a partnership, shall pass the following examinations:
(a) The uniform securities agent state law
			 examination (series 63); or the uniform combined state law examination (series
			 66); and
(b) The appropriate
			 qualifying examination or examinations administered by such national securities
			 association for the activities in which the broker-dealer is to
			 engage.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-050 - Expiration of broker-dealer license, renewal procedure, and delinquency fees

Current through Register Vol. 24-14, July 15, 2024
The broker-dealer licenses issued pursuant to this chapter
				shall be effective until December 31 at which time they shall be renewed or be
				delinquent. For any renewal application postmarked after the expiration date
				but received by the administrator on or before March 1, the licensee shall pay
				a delinquency fee of one hundred dollars in addition to the renewal fee. No
				renewal applications will be accepted thereafter.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-20B-050, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-20B - Broker-dealer registration › Section 460-20B-060 - Notice of changes by broker-dealers

Current through Register Vol. 24-14, July 15, 2024
(1) Each licensed broker-dealer shall, upon
			 any change in the information contained in its application for a certificate
			 (other than financial information contained therein), promptly file an
			 amendment to such application setting forth the changed information (and in any
			 event within thirty days after the change occurs).
(2) Each licensed broker-dealer shall notify
			 the administrator of the employment of any new agent in Washington, giving the
			 full name and Social Security number of the individual involved, the date of
			 employment, and the location of the office in which he or she will be employed
			 by submitting a completed FINRA Form U-4 to the administrator or the
			 administrator's designee within twenty-one days after the event
			 occurs.
(3) Each licensed
			 broker-dealer shall notify the administrator of the termination of employment
			 of any agent in Washington by submitting a completed FINRA Form U-5 to the
			 administrator or the administrator's designee, within thirty days after the
			 event occurs.
(4) With respect to
			 any broker-dealer registered under the Securities Exchange Act of 1934, it
			 shall be sufficient compliance with subsection (1) of this section if a copy of
			 an amendment to Form BD of the Securities and Exchange Commission containing
			 the required information, or transmitted for filing to, the administrator not
			 later than the date on which such amendment is required to be filed with the
			 Securities and Exchange Commission.
Statutory Authority:
				  RCW
				   21.20.070 and
				  21.20.450. 95-16-026, §
										460-20B-060, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-008 - Fraudulent practices of broker-dealers

Current through Register Vol. 24-14, July 15, 2024
A broker-dealer who engages in one or more of the following
				practices shall be deemed to have engaged in an "act, practice, or course of
				business which operates or would operate as a fraud" as used in
				RCW
				 21.20.010. This section is not intended to be
				all inclusive, and thus, acts or practices not enumerated herein may also be
				deemed fraudulent.
(1) Entering into a
			 transaction with a customer in any security at an unreasonable price or at a
			 price not reasonably related to the current market price of the security or
			 receiving an unreasonable commission or profit.
(2) Contradicting or negating the importance
			 of any information contained in a prospectus or other offering materials with
			 intent to deceive or mislead or using any advertising or sales presentation in
			 a deceptive or misleading manner.
(3) In connection with the offer, sale, or
			 purchase of a security, falsely leading a customer to believe that the
			 broker-dealer or agent is in possession of material, nonpublic information
			 which would impact on the value of the security.
(4) In connection with the solicitation of a
			 sale or purchase of a security, engaging in a pattern or practice of making
			 contradictory recommendations to different investors with similar investment
			 objectives for some to sell and others to purchase the same security, at or
			 about the same time, when not justified by the particular circumstance of each
			 investor.
(5) Failing to make a
			 bona fide public offering of all the securities allotted to a broker-dealer for
			 distribution by, among other things:
(a)
			 Transferring securities to a customer, another broker-dealer, or a fictitious
			 account with the understanding that those securities will be returned to the
			 broker-dealer or its nominees; or
(b) Parking or withholding
			 securities.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-010 - Churning

Current through Register Vol. 24-14, July 15, 2024
The phrase "employ any device, scheme or artifice," as used in
				RCW
				 21.20.010(1), is hereby
				defined to include any act of any broker-dealer or agent designed to effect
				with or for any customer's account with respect to which such broker-dealer or
				his/her agent or employee is vested with any discretionary power, or with
				respect to which he/she is able by reason of the customer's trust and
				confidence to influence the volume and frequency of the trades, any
				transactions of purchase or sale which are excessive in size or frequency in
				view of the financial resources and character of such
				account.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-21B-010, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-020 - Transmission or maintenance of payments received in connection with underwritings

Current through Register Vol. 24-14, July 15, 2024
It shall constitute a "device, scheme, or artifice to defraud"
				as used in
				RCW
				 21.20.010(1), for any
				broker-dealer participating in any distribution of securities, other than a
				firm commitment underwriting, to accept any part of the sale price of any
				security being distributed unless:
(1)
			 The money or other consideration received is promptly transmitted to the
			 persons entitled thereto; or
(2) If
			 the distribution is being made on an "all-or-none" basis, or on any other basis
			 which contemplates that payment is not to be made to the person on whose behalf
			 the distribution is being made until some further event or contingency occurs:
(a) The money or other consideration received
			 is promptly deposited in a separate bank account, as agent or trustee for the
			 persons who have the beneficial interests therein, until the appropriate event
			 or contingency has occurred, and then the funds are promptly transmitted or
			 returned to the persons entitled thereto; or
(b) All such funds are promptly transmitted
			 to a bank which has agreed in writing to hold all such funds in escrow for the
			 persons who have the beneficial interests therein and to transmit or return
			 such funds directly to the persons entitled thereto when the appropriate event
			 or contingency has occurred.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-030 - Minimum net capital requirement for broker-dealers

Current through Register Vol. 24-14, July 15, 2024
Every licensed broker-dealer shall meet the minimum net capital
				requirements required by the United States Securities and Exchange Commission.
				Copies of these requirements may be obtained from the securities
				division.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-21B-030, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-040 - Net capital defined

Current through Register Vol. 24-14, July 15, 2024
The definition of "net capital" shall be the same as the
				definition promulgated by the United States Securities and Exchange Commission.
				Copies of this definition may be obtained from the securities
				division.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-21B-040, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-050 - Books and records of broker-dealers

Current through Register Vol. 24-14, July 15, 2024
(1) Each registered broker-dealer shall make,
			 maintain, and preserve books and records in compliance with United States
			 Securities and Exchange Commission Rules 17a-3 (17 C.F.R. §
									240.17a-3 (1991)), 17a-4 (17 C.F.R. §
									240.17a-4  (1991)), 15c2-6 ( 17 C.F.R. §
			 240.15c 2-6  (1991)) and 15c2-11 ( 17 C.F.R. § 240.15c 2-11  (1991) as
			 amended in Release No. 34-29094, 56 Fed. Reg. 19148 (1991)) which are hereby
			 incorporated by reference. To the extent that the United States Securities and
			 Exchange Commission promulgates changes to the above-referenced rules, dealers
			 in compliance with such rules as amended shall not be subject to enforcement
			 action by the commission for violation of this rule to the extent that the
			 violation results solely from the dealer's compliance with the amended
			 rule.
(2) The administrator may, by
			 order, upon written request and for good cause shown, waive any of the
			 requirements of this rule.
Statutory Authority:
				  RCW
				  21.20.100 and
				  21.20.450. 97-03-122, §
										460-21B-050, filed 1/22/97,
				  effective 2/22/97. Statutory Authority:
				  RCW
				   21.20.070 and
				  21.20.450. 95-16-026, §
										460-21B-050, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21B - Broker-dealer practices › Section 460-21B-070 - Supervision of securities salespersons

Current through Register Vol. 24-14, July 15, 2024
(1) In order to supervise its salespersons
			 reasonably, a broker-dealer must designate a qualified person as supervisor for
			 each salesperson. For the purpose of this section, that person shall be
			 referred to as the "designated supervisor" of the salesperson or salespersons
			 he or she supervises. To be qualified, a designated supervisor must demonstrate
			 competence by passing the examinations required by WAC
			 460-20B-040 to qualify as a
			 broker-dealer.
(2) The
			 administrator finds that a designated supervisor generally cannot reasonably
			 supervise salespersons who conduct business at locations far from the principal
			 place of business of the designated supervisor. A designated supervisor of
			 salespersons (other than salespersons who are themselves designated
			 supervisors) located in this state must maintain his or her principal place of
			 business in this state or in a contiguous state, and that office may not,
			 without the written permission of the administrator, be so distant from the
			 principal place of business of any person for whose supervision the designated
			 supervisor is responsible as to make it impractical for the designated
			 supervisor to visit the premises at which the salesperson supervised works on
			 at least a monthly basis.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-21B-070, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21C - Broker-dealer services at financial institutions › Section 460-21C-005 - Application

Current through Register Vol. 24-14, July 15, 2024
(1) The rules in
			 this chapter apply exclusively to broker-dealer services conducted by
			 broker-dealers on the premises of a financial institution where retail deposits
			 are taken.
(2) These rules do not
			 alter or abrogate a broker-dealer's obligations 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.
(3) These rules do not
			 apply to broker-dealer services provided to nonretail customers.
Statutory Authority:
				  RCW
				  21.20.100,
				  21.20.450. 00-05-055, §
										460-21C-005, filed 2/14/00,
				  effective 3/16/00.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21C - Broker-dealer services at financial institutions › Section 460-21C-010 - Definitions

Current through Register Vol. 24-14, July 15, 2024
For purposes of this chapter, the following terms have the
				meanings indicated:
(1) "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 this state.
(2) "Networking arrangement" means a
			 contractual or other arrangement between a broker-dealer and a financial
			 institution pursuant to which the broker-dealer conducts broker-dealer services
			 on the premises of such financial institution where retail deposits are
			 taken.
(3) "Broker-dealer services"
			 means the investment banking or securities business as defined in paragraph (u)
			 of Article I of the By-Laws of the Financial Industry Regulatory Authority,
			 Inc.
Statutory Authority:
				  RCW
				   21.20.100,
				  21.20.450. 00-05-055, §
										460-21C-010, filed 2/14/00,
				  effective 3/16/00.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21C - Broker-dealer services at financial institutions › Section 460-21C-020 - Standards for broker-dealer conduct

Current through Register Vol. 24-14, July 15, 2024
No broker-dealer shall conduct broker-dealer services on the
				premises of a financial institution where retail deposits are taken unless the
				broker-dealer complies initially and continuously with the following
				requirements:
(1) Setting. Wherever
			 practical, broker-dealer services shall be conducted in a physical location
			 distinct from the area in which the financial institution's retail deposits are
			 taken. In those situations where there is insufficient space to allow separate
			 areas, the broker-dealer has a heightened responsibility to distinguish its
			 services from those of the financial institution. In all situations, the
			 broker-dealer shall identify its services in a manner that clearly
			 distinguishes those services from the financial institution's retail
			 deposit-taking activities. The broker-dealer's name shall be clearly displayed
			 in the area in which the broker-dealer conducts its services.
(2) Networking arrangements and program
			 management. Networking arrangements shall be governed by a written agreement
			 that sets forth the responsibilities of the parties and the compensation
			 arrangements. Networking arrangements must provide that supervisory personnel
			 of the broker-dealer and representatives of state securities authorities, where
			 authorized by state law, will be permitted access to the financial
			 institution's premises where the broker-dealer conducts broker-dealer services
			 in order to inspect the books and records and other relevant information
			 maintained by the broker-dealer with respect to its broker-dealer services.
			 Management of the broker-dealer shall be responsible for ensuring that the
			 networking arrangement clearly outlines the duties and responsibilities of all
			 parties, including those of financial institution personnel.
(3) Customer disclosure and written
			 acknowledgment.
(a) At or prior to the time
			 that a customer's securities brokerage account is opened by a broker-dealer on
			 the premises of a financial institution where retail deposits are taken, the
			 broker-dealer shall:
(i) Disclose, orally and
			 in writing, that the securities products purchased or sold in a transaction
			 with the broker-dealer:
(A) Are not insured by
			 the Federal Deposit Insurance Corporation ("FDIC") or the National Credit Union
			 Administration ("NCUA"), as applicable.
(B) Are not deposits or other obligations of
			 the financial institution and are not guaranteed by the financial institution;
			 and
(C) Are subject to investment
			 risks, including possible loss of the principal invested.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21C - Broker-dealer services at financial institutions › Section 460-21C-030 - Communications with the public

Current through Register Vol. 24-14, July 15, 2024
(1)
(a) All of the broker-dealer's confirmations
			 and account statements must indicate clearly that the broker-dealer services
			 are provided by the broker-dealer.
(b) Advertisements and sales literature that
			 announce the location of a financial institution where broker-dealer services
			 are provided by the broker-dealer, or that are distributed by the broker-dealer
			 on the premises of a financial institution, must disclose that securities
			 products: Are not insured by the FDIC or NCUA; are not deposits or other
			 obligations of the financial institution and are not guaranteed by the
			 financial institution; and are subject to investment risks, including possible
			 loss of the principal invested. The shorter, logo format described in
			 subsection (2)(a) of this section may be used to provide these
			 disclosures.
(c) Recommendations by
			 a broker-dealer concerning nondeposit investment products with a name similar
			 to that of a financial institution must only occur pursuant to policies and
			 procedures reasonably designed to minimize risk of customer
			 confusion.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-21C - Broker-dealer services at financial institutions › Section 460-21C-040 - Notification of termination

Current through Register Vol. 24-14, July 15, 2024
The broker-dealer must promptly notify the financial
				institution if any agent of the broker-dealer who is employed by the financial
				institution is terminated for cause by the broker-dealer.
Statutory Authority:
				  RCW
				  21.20.100,
				  21.20.450. 00-05-055, §
										460-21C-040, filed 2/14/00,
				  effective 3/16/00.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-22B - Salespersons of broker-dealers › Section 460-22B-010 - Application

Current through Register Vol. 24-14, July 15, 2024
The rules contained in this chapter apply to securities
				salespersons for broker-dealers other than mortgage paper
				broker-dealers.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-22B-010, filed 7/21/95,
				  effective 8/21/95.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-22B - Salespersons of broker-dealers › Section 460-22B-020 - Cross-reference to other sections relating to securities salespersons

Current through Register Vol. 24-14, July 15, 2024
Securities salespersons of issuers are covered in chapter
				460-23B WAC. Salespersons of mortgage paper broker-dealers are covered in
				chapter 460-33A WAC.
Statutory Authority:
				  RCW
				  21.20.070 and
				  21.20.450. 95-16-026, §
										460-22B-020, filed 7/21/95,
				  effective 8/21/95.