reglab/statecodes huggingface dataset:
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-195 - Approval is not an endorsement

Current through Register Vol. 24-14, July 15, 2024
The filing of the application for registration or the
				effectiveness of the registration does not constitute a finding by the director
				that any document filed under the Franchise Investment Protection Act,
				chapter
				19.100 RCW, is true,
				complete and not misleading. Neither any such fact nor the fact that an
				exemption is available for a transaction means that the director has passed in
				any way upon the merits or qualification of, or recommended or given approval
				to any person, franchise or transaction.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-195, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-195, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-300 - Receipt of offering circular

Current through Register Vol. 24-14, July 15, 2024
(1) Each
			 person that sells a franchise that is registered or required to be registered
			 pursuant to RCW 19.100.-020 shall ensure that the Franchise Disclosure Document
			 and other required documents are delivered to each offeree in accordance with
			 RCW
			  19.100.080 and shall obtain a signed receipt
			 therefore in the form prescribed by the director.
(2) A franchisor may deliver a Franchise
			 Disclosure Document over the internet or by other electronic means, or in
			 machine-readable media, provided:
(a) The
			 Franchise Disclosure Document:
(i) Is
			 delivered as a single, integrated document or file;
(ii) Has no extraneous content beyond what is
			 required or permitted by law and by the
2008 Franchise Registration and
			 Disclosure Guidelines
promulgated by NASAA, but which may include
			 customary devices for manipulating electronic documents in machine readable
			 form and tools, or access to tools, that may be necessary or convenient to
			 enable the recipient to receive and view the Franchise Disclosure
			 Document;
(iii) Has no links to or
			 from external documents or content;
(iv) Is delivered in a form that
			 intrinsically enables the recipient to store, retrieve, and print the Franchise
			 Disclosure Document; and
(v)
			 Conforms as to its content and format to the requirements of law.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-305 - Franchise agreement addendum

Current through Register Vol. 24-14, July 15, 2024
Every franchisor registered or required to be registered
				pursuant to
				RCW
				 19.100.020 shall, in each sale of a franchise
				in Washington, conform its franchise agreement to the Franchise Investment
				Protection Act,
				chapter
				19.100 RCW, and the rules
				adopted thereunder or include in its franchise agreement or Franchise
				Disclosure Document an addendum concerning the applicability of the Franchise
				Investment Protection Act,
				chapter
				19.100 RCW. The addendum
				shall be in the form prescribed by the director.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-305, filed 10/29/09,
				  effective 11/29/09.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-315 - Washington Franchise Disclosure Document

Current through Register Vol. 24-14, July 15, 2024
To implement the offering circular and disclosure requirements
				of RCW
				 19.100.030(4)(a) and
				19.100.040, the director adopts
				the requirements for preparing the contents of a Franchise Disclosure Document
				set forth in sections III. and VII. of the 2008 Franchise Registration and
				Disclosure Guidelines promulgated by the North American Securities
				Administrators Association, Inc. (NASAA).
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-315, filed 10/29/09,
				  effective 11/29/09. Statutory Authority:
				  RCW
				  19.100.250. 95-08-015, §
										460-80-315, filed 3/24/95,
				  effective 4/24/95; 92-02-054, §
										460-80-315, filed 12/30/91,
				  effective 1/30/92; 88-01-060 (Order SDO 112B-87), §
										460-80-315, filed 12/17/87.
				  Statutory Authority:
				  RCW
				   19.100.040(4), (7), and
				  (20), and
				  19.100.250. 80-04-036 (Order
				  SDO-38-80), §
										460-80-315, filed
				  3/19/80.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-325 - NASAA statement of policy regarding the use of franchise questionnaires and acknowledgments

Current through Register Vol. 24-14, July 15, 2024
In order to promote uniform regulation, the administrator
				adopts the North American Securities Administrators Association (NASAA)
				Statement of Policy Regarding the Use of Franchise Questionnaires and
				Acknowledgments, as adopted September 18, 2022.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-400 - Impounds

Current through Register Vol. 24-14, July 15, 2024
The director may, by rule or order, require as a condition to
				the effectiveness of the registration the impound of franchise fees if he or
				she finds that such requirement is appropriate to protect prospective
				franchisees.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-400, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-400, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-410 - Imposition of impound

Current through Register Vol. 24-14, July 15, 2024
In a case where the applicant has failed to demonstrate that
				adequate financial arrangements have been made to fulfill obligations to
				provide real estate, improvements, equipment, inventory, training or other
				items included in the offering, the director may impose as a condition to the
				registration of a franchise offering an impoundment of the franchise fees and
				other funds paid by the franchisee or subfranchisor until no later than the
				time of opening of the franchise business.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-410, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-410, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-420 - Operation of impound condition

Current through Register Vol. 24-14, July 15, 2024
When an impound condition is imposed in connection with the
				registration of a franchise offering, one hundred percent of franchisee fees
				and all other funds paid by the franchisees or subfranchisors for any purpose
				shall within 48 hours of the receipt of such funds, be placed with the
				depository until the director takes further action pursuant to WAC
				460-80-450.
All checks shall be made payable to the
				depository.
Order 11, §
										460-80-420, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-440 - Depository

Current through Register Vol. 24-14, July 15, 2024
Funds subject to an impound condition shall be placed in a
				separate trust account with a bank, trust company, or an independent escrow
				agent acceptable to the director. A copy of the impound agreement shall be
				filed with the director.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-440, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-440, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-450 - Release of impounds

Current through Register Vol. 24-14, July 15, 2024
The director will authorize the depository to release to the
				franchisor such amounts of the impounded funds applicable to a specified
				franchisee (or subfranchisor) upon a showing that the franchisor has fulfilled
				its obligations under the franchise agreement, or that for other reasons the
				impound is no longer required for protection of franchisees.
A request to the director to authorize the release of impounds
				to the franchisor shall contain the following:
(1) A statement of the franchisor that all
			 required proceeds from the sale of franchises have been placed with the
			 depository in accordance with the terms and conditions of the impound
			 agreement.
(2) A statement of the
			 depository signed by an appropriate officer setting forth the aggregate amount
			 of impounds placed with the depository.
(3) The names of each franchisee (or
			 subfranchisor) and the amount held in the impound for the account of each
			 franchisee (or subfranchisor).
(4)
			 A statement by the franchisee that the franchisor has performed his obligations
			 under the franchise contract.
(5)
			 Such other information as the director may require in a particular
			 case.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-450, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-450, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-460 - Guarantee of performance, deferrals and other arrangements

Current through Register Vol. 24-14, July 15, 2024
In lieu of an impound under
				RCW
				 19.100.050, the director may accept a
				guarantee of the franchisor's performance under the franchise agreement by the
				franchisor's parent or affiliate, a surety bond, an agreement to defer payment
				of the franchise fee, or other arrangements to protect the interests of a
				franchisee acceptable to the director. Any such agreements must be in the form
				and content prescribed by the director.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-460, filed 10/29/09,
				  effective 11/29/09.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-500 - Advertising - Filing requirement - Timing

Current through Register Vol. 24-14, July 15, 2024
All advertising to be used to offer a franchise, subject to the
				registration requirement, for sale must be filed in the office of the director
				at least seven days prior to the publication.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-500, filed 10/29/09,
				  effective 11/29/09; Order 11, §
										460-80-500, filed
				  3/3/72.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-510 - Advertising - Contents

Current through Register Vol. 24-14, July 15, 2024
All advertising to be used to offer a franchise, subject to the
				registration requirement, for sale is subject to the following
				limitations:
(1) An advertisement
			 shall not contain any statement or inference that a purchase of a franchise is
			 a safe investment or that failure, loss, or default is impossible or unlikely,
			 or that earnings or profits are assured.
(2) An advertisement should not normally
			 contain a projection of future franchisee earnings unless such projection is:
(a) Based on past earnings records of all
			 franchisees operating under conditions, including location, substantially
			 similar to conditions affecting franchises being offered;
(b) For a reasonable period only;
			 and
(c) Is substantiated by data
			 which clearly supports such projections.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-520 - Advertising - Internet advertising and trade shows

Current through Register Vol. 24-14, July 15, 2024
"Advertisement" as defined under
				RCW
				 19.100.010 includes, in addition to the items
				expressly set forth in that provision, communications on the internet and at
				trade shows in connection with an offer or sale of a
				franchise.
Statutory Authority:
				  Chapter
				  19.100 RCW,
				  RCW
				  19.100.250,
				  19.100.010,
				  19.100.030,
				  19.100.040,
				  19.100.050,
				  19.100.070,
				  19.100.080,
				  19.100.100, and
				  19.100.110. 09-22-050, §
										460-80-520, filed 10/29/09,
				  effective 11/29/09.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-530 - Advertising - Exception from filing requirement for internet advertising not directed into this state

Current through Register Vol. 24-14, July 15, 2024
Internet advertising of a franchise offering that is required
				to be registered in this state is not subject to the requirements for filing
				advertisements set forth in
				RCW
				 19.100.100 so long as the following
				conditions are satisfied:
(1) The
			 franchisor discloses to the director the uniform resource locator ("URL")
			 address or similar address or device identifying the location of the internet
			 advertising:
(a) On the cover page of the
			 Franchise Disclosure Document included with an application for registration
			 that is effective in the state of Washington; or
(b) On a notice filed with the director
			 within five business days after publication; and
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-80 - Franchise registration › Section 460-80-540 - Advertising - Exception from franchise registration for internet advertisements not directed into this state

Current through Register Vol. 24-14, July 15, 2024
The offer or sale of a franchise via the internet is not
				subject to registration pursuant to
				RCW
				 19.100.020 where:
(1) The offer is made pursuant to an
			 available and perfected exemption from franchise registration; or
(2) If the franchise is not registered or
			 exempt:
(a) The internet offer indicates,
			 directly or indirectly, that the franchises are not being offered to residents
			 of Washington;
(b) The internet
			 offer is not otherwise specifically directed to any person in this state by, or
			 on behalf of, the franchisor or anyone acting with the franchisor's knowledge;
			 and
(c) No franchises are sold in
			 Washington by, or on behalf of, the franchisor until the offering is registered
			 and declared effective and the Washington Franchise Disclosure Document has
			 been delivered to the offeree before the sale and in compliance with the
			 Franchise Investment Protection Act,
			 chapter
			 19.100 RCW.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-82 - Broker › Section 460-82-050 - Franchise broker license effective period

Current through Register Vol. 24-14, July 15, 2024
Each franchise broker license issued pursuant to
				RCW
				 19.100.140 is effective for the calendar year
				and shall expire on the last day of the year.
Statutory Authority:
				  Chapter
				  19.100 RCW and
				  RCW
				  19.100.250. 10-10-055, §
										460-82-050, filed 4/29/10,
				  effective 5/30/10.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-82 - Broker › Section 460-82-200 - Franchise broker record-keeping requirements

Current through Register Vol. 24-14, July 15, 2024
Every franchise broker shall make and keep current the
				following books and records:
(1)
			 Records of each sale of a franchise including:
(a) The name and address of the
			 franchisee;
(b) The aggregate
			 purchase price;
(c) Records of any
			 payments collected by the franchise broker in connection with the offer or sale
			 of a franchise;
(d) The terms of
			 payment;
(e) A receipt signed by
			 the purchaser confirming delivery of the Franchise Disclosure Document in
			 accordance with WAC
			 460-80-300;
(f) The commission paid to the
			 broker;
(g) The amount disbursed
			 for advertising and other amounts to be funded by the franchisor.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-010 - Application

Current through Register Vol. 24-14, July 15, 2024
The rules in this chapter apply to the exemption from
				registration set forth in
				RCW
				 21.20.880 (crowdfunding exemption) for
				intrastate offerings of securities exempt under section 3 (a)(11) of the
				federal Securities Act of 1933 and Securities and Exchange Commission Rule 147,
				17 C.F.R.
				230.147 (crowdfunding exemption), or offers
				and sales of securities made under the federal exemption under section 28 of
				the federal Securities Act of 1933 and Securities and Exchange Commission Rule
				147A,  17 C.F.R. 230.147A. The rules are intended to assist Washington start-up
				companies in accessing capital in small securities offerings through
				crowdfunding (crowd-funding offering). The rules are intended to reduce the
				costs and burdens of raising capital for small businesses without sacrificing
				investor protection, and to maximize the amount of offering proceeds available
				to the issuer for investment in the business. Issuers eligible to make an
				offering under the rules of this chapter shall use the Washington Crowdfunding
				Form as the disclosure document for the offering.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-020 - Definitions

Current through Register Vol. 24-14, July 15, 2024
(1) "Escrow agent"
			 means a bank, trust company, savings bank, national banking association,
			 building and loan association, mortgage banker, credit union, insurance
			 company, an escrow agent that is registered under chapter 18.44 RCW, or any
			 other independent escrow agent acceptable to the director. The entity acting as
			 the escrow agent must be independently audited or examined, in a manner
			 acceptable to the director, on a regular basis.
(2) "Promoter" means:
(a) Any person who, acting alone or in
			 conjunction with one or more other persons, directly or indirectly, takes
			 initiative in founding and organizing the business or enterprise of an issuer;
			 or
(b) Any person who, in
			 connection with the founding and organizing of the business or enterprise of an
			 issuer, directly or indirectly, receives in consideration of services or
			 property, or both services and property, ten percent or more of any class of
			 securities of the issuer or ten percent or more of the proceeds from the sale
			 of any class of such securities. However, a person who receives such securities
			 or proceeds either solely as underwriting commissions or solely in
			 consideration of property shall not be deemed a promoter within the meaning of
			 this subsection if such person does not otherwise take part in founding and
			 organizing the enterprise.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-030 - Availability

Current through Register Vol. 24-14, July 15, 2024
(1) These rules are
			 intended to allow start-up companies to raise capital in small securities
			 offerings to Washington residents. The rules in this chapter provide for the
			 use of a simplified offering document 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
			 simplified Washington Crowdfunding Form and will, therefore, be unable to
			 utilize the exemption in
			 RCW
			  21.20.880. The director finds that the
			 Washington Crowdfunding Form is generally unsuitable for the following issuers
			 and programs and that, therefore, they will not be allowed to utilize the
			 crowdfunding exemption in
			 RCW
			  21.20.880 unless written permission is
			 obtained from the director based upon a showing that adequate disclosure can be
			 made to investors using the Washington Crowdfunding Form:
(a) Holding companies, companies whose
			 principal purpose is owning stock in, or supervising the management of, other
			 companies;
(b) Investment companies
			 subject to the Investment Company Act of 1940, including private equity
			 funds;
(c) Portfolio companies,
			 such as real estate investment trusts;
(d) Development stage companies that either
			 have no specific business plan or purpose or have indicated that their business
			 plan is to engage in merger or acquisition with an unidentified company or
			 companies or other entity or person;
(e) Companies with complex capital
			 structures;
(f) Blind
			 pools;
(g) Commodity
			 pools;
(h) Companies engaging in
			 petroleum exploration or production or mining or other extractive
			 industries;
(i) Equipment leasing
			 programs; and
(j) Real estate
			 programs, except entities formed to invest in a single, income-producing real
			 estate property.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-040 - Filing requirements

Current through Register Vol. 24-14, July 15, 2024
In addition to filing a properly completed Washington
				Crowdfunding Form, issuers seeking to rely on the crowdfunding exemption in
				RCW
				 21.20.880 shall file the following with the
				division:
(1) The filing fee as
			 prescribed in WAC
			 460-99C-260;
(2) The issuer's articles of incorporation or
			 other charter documents pursuant to which the issuer is organized and all
			 amendments thereto;
(3) The
			 issuer's bylaws or operating agreement, and all amendments thereto;
(4) A copy of any resolutions by directors
			 setting forth terms and provisions of capital stock to be issued or by managing
			 members setting forth terms and or capital ownership interest to be
			 issued;
(5) The issuer's financial
			 statements as of the end of the issuer's most recent fiscal year, prepared in
			 accordance with generally accepted accounting principles in the United States.
			 If the date of the most recent fiscal year end is more than ninety days prior
			 to the date of filing, the issuer must also submit an unaudited balance sheet
			 and unaudited statement of income or operations prepared in accordance with
			 generally accepted accounting principles in the United States for the issuer's
			 most recent fiscal quarter;
(6) A
			 copy of any agreements between the issuer and any broker-dealer or other
			 intermediary;
(7) A copy of the
			 escrow agreement between the issuer and an escrow agent located in the state of
			 Washington in which offering proceeds will be deposited;
(8) A copy of any subscription agreement for
			 the purchase of securities in this offering;
(9) A specimen or copy of the security to be
			 offered, or other document evidencing the security, including required legends,
			 if the issuer will issue physical certificates;
(10) A copy of all advertising and other
			 materials directed to or to be furnished to investors in this offering;
			 and
(11) Any other document
			 reasonably requested by the director.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-050 - Information requirements

Current through Register Vol. 24-14, July 15, 2024
The issuer shall furnish to prospective investors, at a
				reasonable time prior to the sale of securities in reliance on the crowdfunding
				exemption in
				RCW
				 21.20.880, the most recent Washington
				Crowdfunding Form declared exempt by the director, including all required
				exhibits thereto.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-060 - Declaration of exempt offering

Current through Register Vol. 24-14, July 15, 2024
An offering made in reliance on the crowdfunding exemption in
				RCW
				 21.20.880 shall not commence until the
				director has declared the offering exempt. Neither the fact that an offering
				has been declared exempt under
				RCW
				 21.20.880 nor the fact that a Washington
				Crowdfunding Form has been filed constitutes a finding by the director that any
				document filed under these rules is true, complete, and not misleading. Neither
				any such fact nor the fact that a crowdfunding exemption is available means
				that the director has passed in any way upon the merits of or qualifications
				of, or recommended or given approval to, any person, security, or transaction.
				It is unlawful to make, or cause to be made, to any prospective purchaser,
				customer, or client any representation inconsistent with this
				section.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-070 - Duration of exempt offering

Current through Register Vol. 24-14, July 15, 2024
A crowdfunding offering under
				RCW
				 21.20.880 may be declared exempt for a
				maximum of twelve months. An exempt offering may be renewed for one additional
				twelvemonth period in accordance with WAC
				460-99C-100.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-080 - Pending offering-Notice of termination

Current through Register Vol. 24-14, July 15, 2024
The director may in his or her discretion send notice to the
				issuer in any pending crowdfunding offering under
				RCW
				 21.20.880 in which no action has been taken
				for nine months immediately prior to the sending of such notice, advising the
				issuer that the pending filing will be terminated thirty days from the date of
				sending unless on or before the termination date the issuer makes application
				in writing to the director showing good cause why it should be continued as a
				pending offering. If such application is not made or good cause not shown, the
				director may terminate the pending offering.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-090 - Amendments to Washington Crowdfunding Form-Material changes

Current through Register Vol. 24-14, July 15, 2024
In an offering made in reliance on the crowdfunding exemption
				in RCW
				 21.20.880, if at any time while the offering
				is ongoing there is a material change that would affect the accuracy of the
				information contained in the Washington Crowdfunding Form after the offering is
				declared exempt by the director, the issuer shall amend the form. In no event
				shall the Washington Crowdfunding Form be revised less often than every twelve
				months. All amendments must first be filed with the division and be declared
				exempt prior to their use.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-100 - Renewal filing requirements

Current through Register Vol. 24-14, July 15, 2024
(1) A crowdfunding offering declared exempt
			 under RCW
			  21.20.880 may be renewed by filing a renewal
			 notice no later than thirty days prior to the expiration of the original exempt
			 offering period declared by the director.
(2) A renewal notice shall consist of the
			 following:
(a) A report of sales as of the
			 most recent practicable date;
(b) A
			 copy of the issuer's updated Washington Crowd-funding Form;
(c) The issuer's financial statements as of
			 the end of the issuer's most recent fiscal year, prepared in accordance with
			 generally accepted accounting principles in the United States. If the date of
			 the most recent fiscal year end is more than ninety days prior to the date of
			 renewal, the issuer must also submit an unaudited balance sheet and unaudited
			 statement of income or operations prepared in accordance with generally
			 accepted accounting principles in the United States for the issuer's most
			 recent fiscal quarter; and
(d) The
			 filing fee prescribed in WAC
			 460-99C-260.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-110 - Minimum target offering amount

Current through Register Vol. 24-14, July 15, 2024
(1) The issuer shall specify a minimum target
			 offering amount and deadline to raise the minimum target offering amount in its
			 Washington Crowdfunding Form. The issuer must demonstrate to the director that
			 the minimum target offering amount, together with other sources of financing,
			 is sufficient to implement the business plan of the issuer. If the proceeds are
			 insufficient, the director may require a revised minimum target offering
			 amount.
(2) The deadline by which
			 the issuer must raise its minimum target offering amount may be no longer than
			 twelve months from the date the offering is declared exempt by the
			 director.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-120 - Investor right of cancellation

Current through Register Vol. 24-14, July 15, 2024
(1) In an offering conducted under
			 RCW
			  21.20.880, an investor may cancel an
			 investment commitment for any reason until such time as the target minimum
			 offering amount has been raised.
(2) If there is a material change to the
			 terms of the offering or to the information provided by the issuer in the
			 Washington Crowdfunding Form before the minimum target offering amount has been
			 raised, the issuer must give or send to any investor who has made an investment
			 commitment notice of the material change and notice that the investor may
			 cancel an investment commitment for any reason until such time as the target
			 minimum offering amount has been raised.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-130 - Escrow agreement provisions

Current through Register Vol. 24-14, July 15, 2024
(1) The issuer must enter into an escrow
			 agreement with an independent escrow agent, as defined in WAC
			 460-99C-020, located in the state
			 of Washington that includes the following terms:
(a) All offering proceeds shall be maintained
			 in an account controlled by the escrow agent;
(b) All offering proceeds will be released to
			 the issuer only when the aggregate capital raised from all purchasers is equal
			 to or greater than the minimum target offering amount specified in the
			 Washington Crowdfunding Form;
(c)
			 If the proceeds do not meet the minimum requirements by the deadline set forth
			 in the Washington Crowd-funding Form, the escrow agent must:
(i) Release and return the proceeds directly
			 to the investors;
(ii) Pay to
			 investors, on a pro rata basis, any interest earned on the proceeds;
			 and
(iii) Not deduct any expenses,
			 including fees of the escrow agent.
(d) No creditor or affiliate of the issuer,
			 portals engaged by the issuer, or escrow agent will have any claim to the
			 escrowed proceeds;
(e) The escrow
			 agent agrees to maintain its independence from the issuer, any portal assisting
			 with the offering, and the officers, directors, managing members, and
			 affiliates of the issuer or any portal assisting with the offering.
(f) The director may inspect the records of
			 the impound account maintained by the escrow agent at any reasonable time at
			 the location of the records, and copy any record that is inspected.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-140 - Issuer compliance with investor limitations

Current through Register Vol. 24-14, July 15, 2024
Prior to accepting investor funds or an irrevocable commitment
				to invest, the issuer must obtain, from each investor, a copy of the Investor
				Certifications and Acknowledgements Form prescribed by the director that has
				been either manually or electronically signed by the
				investor.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-150 - Aggregate investment limitations

Current through Register Vol. 24-14, July 15, 2024
(1) In each sale of securities in reliance on
			 the crowd-funding exemption under
			 RCW
			  21.20.880, the issuer must reasonably believe
			 that the aggregate amount of securities sold to any investor, other than an
			 "accredited investor" as that term is defined under the Securities Act of 1933,
			 by one or more issuers offering or selling securities under the crowd-funding
			 exemption during the twelve-month period preceding the date of the sale,
			 together with the securities to be sold by the issuer to the investor, does not
			 exceed the lesser of:
(a) Two thousand dollars
			 or five percent of the annual income or net worth of the investor, whichever is
			 greater, if either the annual income or the net worth of the investor is less
			 than one hundred thousand dollars; or
(b) Ten percent of the annual income or net
			 worth of the investor, as applicable, up to one hundred thousand dollars, if
			 either the annual income or net worth of the investor is one hundred thousand
			 dollars or more.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-170 - Restrictions on resale

Current through Register Vol. 24-14, July 15, 2024
(1) Securities
			 issued in reliance on the crowdfunding exemption in
			 RCW
			  21.20.880 may not be transferred by the
			 purchaser during a one-year period beginning on the date of purchase, unless
			 the securities are transferred:
(a) To the
			 issuer of the securities;
(b) To an
			 accredited investor;
(c) Pursuant
			 to an effective registration statement under the Securities Act of Washington,
			 chapter 21.20 RCW; or
(d) To a
			 member of the family of the purchaser or the equivalent, or in connection with
			 the death or divorce or other similar circumstances, in the discretion of the
			 director.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-180 - Annual reporting requirements

Current through Register Vol. 24-14, July 15, 2024
For as long as securities issued under the crowdfunding
				exemption in
				RCW
				 21.20.880 remain outstanding, the issuer
				shall provide an annual report to the issuer's shareholders no later than one
				hundred twenty days after the end of the fiscal year covered by the report. An
				issuer may provide the report to its shareholders by posting a copy of the
				report on the issuer's web site. The report must contain the following
				information:
(1) Executive officer and
			 director compensation, including specifically the cash compensation earned by
			 the executive officers and directors since the previous report and on an annual
			 basis, and any bonuses or other compensation, including stock options or other
			 rights to receive equity securities of the issuer or any affiliate of the
			 issuer, received by them;
(2) The
			 names of the issuer's owners of twenty percent or more of a class of
			 outstanding securities, directors, officers, managing members and/or other
			 persons occupying similar status or performing similar functions on behalf of
			 the issuer;
(3) A brief analysis by
			 management of the issuer of the business operations and financial condition of
			 the issuer.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-190 - Final sales report

Current through Register Vol. 24-14, July 15, 2024
Upon completion of an offering made in reliance on the
				crowdfunding exemption in
				RCW
				 21.20.880, an issuer shall file a final sales
				report in the form prescribed by the director no later than thirty days after
				the last sale in the offering with the director that includes the following
				information:
(1) The time period in
			 which the offering was open;
(2)
			 The number of shares or units sold in the offering;
(3) The number of investors that purchased
			 shares or units in the offering; and
(4) The dollar amount sold in the
			 offering.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-220 - Bad actor disqualification

Current through Register Vol. 24-14, July 15, 2024
(1) The
			 crowdfunding exemption under
			 RCW
			  21.20.880 shall not be available if the
			 issuer; any predecessor of the issuer; any affiliated issuer; any director,
			 executive officer, other officer participating in the offering, general
			 partner, or managing member of the issuer; any beneficial owner of twenty
			 percent or more of the issuer's outstanding voting equity securities,
			 calculated on the basis of voting power; any promoter connected with the issuer
			 in any capacity at the time of making an exemption filing under
			 RCW
			  21.20.880; any person that has been or will
			 be paid (directly or indirectly) remuneration for solicitation of purchasers in
			 connection with the offering of securities; or any director, executive officer
			 or other officer participating in the offering of any such solicitor, general
			 partner, or managing member of such solicitor:
(a) Has been convicted, within ten years
			 before making an exemption filing under
			 RCW
			  21.20.880 or five years, in the case of
			 issuers, their predecessors, and affiliated issuers, of any felony or
			 misdemeanor:
(i) In connection with the
			 purchase or sale of any security;
(ii) Involving the making of any false filing
			 with the securities and exchange commission or a state securities commission
			 (or an agency or officer of a state performing like functions); or
(iii) Arising out of the conduct of the
			 business of an underwriter, broker, dealer, municipal securities dealer,
			 investment adviser, or paid solicitor of purchasers of securities;
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-230 - Disqualification based on reporting failures

Current through Register Vol. 24-14, July 15, 2024
An issuer that has sold securities in reliance on
				RCW
				 21.20.880 and has not complied with the
				annual reporting requirements set forth in WAC
				460-99C-180 during the twelve
				months immediately preceding the filing of the Washington Crowdfunding Form is
				ineligible to offer securities in reliance on
				RCW
				 21.20.880.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-240 - Books and records-Inspection rights

Current through Register Vol. 24-14, July 15, 2024
(1) An issuer that has filed or is required
			 to file under the crowdfunding exemption must keep and maintain written or
			 electronic records relating to offers and sales of securities made in reliance
			 on the crowdfunding exemption for at least six years following the termination
			 of the offering. These records shall include:
(a) The issuer's Washington Crowdfunding Form
			 and all exhibits, together with all amendments thereto;
(b) Evidence of residency from each investor
			 in the offering, including written representation from each purchaser as to his
			 or her residence;
(c) A manually or
			 electronically signed copy of the Investor Certifications and Acknowledgements
			 Form for each investor in the offering;
(d) Final sales reports filed with the
			 director; and
(e) Annual reports
			 and all other communications with shareholders.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-250 - Advertising-Filing requirements

Current through Register Vol. 24-14, July 15, 2024
(1) All
			 advertising directed to or to be furnished to investors in an offering under
			 RCW
			  21.20.880 shall be filed with the director no
			 later than seven days prior to publication or distribution.
(2) The following forms and types of
			 advertising are permitted without the necessity for filing or prior
			 authorization by the administrator, unless specifically prohibited.
(a) So-called "tombstone" advertising,
			 containing no more than the following information:
(i) Name and address of issuer;
(ii) Identity or title of security;
(iii) Per unit offering price, number of
			 shares and amount of offering;
(iv)
			 Brief, general description of business;
(v) Name and address of broker-dealer or
			 underwriter, or address where offering circular or prospectus can be obtained;
			 and
(vi) Date of
			 issuance.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-99C - Crowdfunding › Section 460-99C-260 - Filing fees

Current through Register Vol. 24-14, July 15, 2024
The following fees apply to crowdfunding filings:
(1) The fee for filing an initial Washington
			 Crowdfunding Form with the director is six hundred dollars.
(2) The renewal filing fee is one hundred
			 dollars.
Washington Administrative Code › Title 460 - Financial Institutions, Department of (Securities Division) › Chapter 460-300 - General rules › Section 460-300-010 - Definitions-Precious metal

Current through Register Vol. 24-14, July 15, 2024
For the purposes of
				RCW
				 21.30.010(17), the term
				"precious metal" includes:
(1)
			 Palladium, in either coin, bullion, or other form; and
(2) Copper, in either coin, bullion, or other
			 form.
Washington Administrative Code › Title 461 - Environmental and Land Use Hearings Office (Shorelines Hearings Board) › Chapter 461-08 - Practice and procedure-Review of the granting, denying or rescinding of substantial development permits-Hearings › Part A - GENERAL › Section 461-08-300 - Purpose of this chapter and applicability of the board's rules of practice to the civil rules of procedure and the rules of evidence

Current through Register Vol. 24-14, July 15, 2024
(1) The purpose of chapter 461-08 WAC is to
				provide rules of practice before the shorelines hearings board (hereinafter
				"board"). The interpretation of these rules may be guided, where relevant, by
				the civil rules of superior court (hereinafter "civil rules") and the rules of
				evidence for the superior courts of the state of Washington, as those rules
				have been construed by Washington state courts.
(2) Except where in conflict with the board's
				rules, Washington statutes regarding administrative procedure, pre-trial
				procedures, civil rules and rules of evidence shall be followed in proceedings
				before the board unless the presiding officer determines that the evidence,
				although in conflict with the rules, is admissible pursuant to WAC
				461-08-515.
(3) This chapter shall
				govern practice before the board. The rules in this chapter are consistent with
				the model rules of procedure issued by the office of administrative hearings,
				chapter 10-08 WAC except where specifically noted.
Statutory Authority:
					 RCW  90.58.175. 96-15-002, §
											461-08-300,
					 filed 7/3/96, effective 8/3/96.
Washington Administrative Code › Title 461 - Environmental and Land Use Hearings Office (Shorelines Hearings Board) › Chapter 461-08 - Practice and procedure-Review of the granting, denying or rescinding of substantial development permits-Hearings › Part A - GENERAL › Section 461-08-305 - Definitions

Current through Register Vol. 24-14, July 15, 2024
The following terms apply throughout this chapter and, unless
				  the context clearly requires otherwise, have the following meanings:
(1) "Adjudicative proceeding" means a
				proceeding involving an opportunity for hearing before the board as defined in
				RCW   34.05.010. The terms "appeal," "adjudicative proceeding," and "case" are
				used interchangeably in this chapter.
(2) "Agency" means any state governmental
				entity.
(3) "Board" means the
				shorelines hearings board, a quasi-judicial body created pursuant to chapter
				90.58 RCW and described in WAC 461-08-315.
(4) "Business days" means Monday through
				Friday exclusive of any state or federal holidays.
(5) "CMS" means the environmental and land
				use hearings office case management system or any successor system designated
				by the board.
(6) "Date of filing"
				as used in this chapter and RCW   90.58.140(6) has different meanings depending
				upon the type of local government decision that is being appealed.
(a) "Date of filing" of a local government's
				approval or denial of a substantial development permit, or local government's
				denial of a variance or conditional use permit, is the date of actual receipt
				by the department of the local government's decision.
(b) "Date of filing" of a local government's
				approval of a conditional use permit or variance is the date that the
				department transmits its final decision or order to local government.
(c) For substantial development permits filed
				simultaneously with approvals of conditional use permits or variances, the
				"date of filing" is the date that the department transmits its final decision
				or order on the variance or conditional use permit to local
				government.