Haw. Code R. § 16-39-407 - Post-effective requirements; registration of successor broker-dealer

(a) Every registrant shall promptly notify the commissioner of any material change in any information, exhibits, or schedules submitted, or circumstances disclosed in its last prior application, by filing a correcting amendment at the time of occurrence or discovery of the changes. Changes that shall be reported include but are not limited to the following:

(1) Change in firm name, ownership, management, or control of a broker-dealer;

(2) A change in any of its partners, officers, or persons in similar positions;

(3) Change in its business address, or the creation or termination of a branch office in this State;

(4) Change in type of business entity, general plan, or character of broker-dealer's business, method of operation or type of securities in which it is dealing or trading;

(5) Material adverse change in financial condition, insolvency, dissolution or liquidation, or impairment of working capital, or noncompliance with the minimum net capital requirements provided in sections 16-39-402(c) and 16-39-404(b);

(6) Termination of business or discontinuance of those activities as a broker-dealer or agent; and

(7) The commencement of any proceeding or action that is required to be disclosed pursuant to the disciplinary questions on Form BD, including but not limited to, filing of a criminal charge or civil action against a registrant or a partner or officer in which a fraudulent, dishonest, or unethical act is alleged, or a violation of a securities law or any aspect of the securities business is involved, entry of a court or administrative order or proceeding against a registrant to deny, suspend, or revoke a registration, or threatening to do so, or to enjoin it from engaging in or continuing any conduct or practice in the securities business, or to impose a fine, suspension, or expulsion from FINRA.

(b) Registration of successor broker-dealer. In the event that a new broker-dealer becomes the successor and continues the business of a brokerdealer registered pursuant to chapter 485A, HRS, and this chapter, the registration of the predecessor broker-dealer shall be deemed to remain effective as the registration of the successor broker-dealer only if the successor broker-dealer, within thirty days after such succession, files an application for registration on Form BD, and the predecessor brokerdealer files a notice of withdrawal from registration on Form BD-W.

(1) The registration of the predecessor brokerdealer shall cease to be effective at such time as the application for registration on Form BD filed by the successor broker-dealer becomes effective; and

(2) Notwithstanding any other provision of this section, if a new broker-dealer becomes the successor and continues the business of a registered broker-dealer, and the succession is based solely on a change in the predecessor broker-dealer's date or state of incorporation, form of organization, or composition of a partnership, the successor broker-dealer may, within thirty days after the succession, amend the registration of the predecessor broker-dealer on Form BD to reflect these changes. This amendment shall be deemed an application for registration filed by the predecessor broker-dealer and adopted by the successor broker-dealer.

Notes

Haw. Code R. § 16-39-407

[Eff 6/30/08] (Auth: HRS § 485A-606) (Imp: HRS § 485A-407) Comp 11/18/2023