1 Miss. Code. R. 14-1.03 - Definitions
The following terms, as used in the Mississippi Securities Act or in these Rules, shall have the meaning ascribed to them below unless the context requires otherwise.
A.
Act means the Mississippi Securities Act as codified at Sections
75-71-101 to -701, Mississippi
Code of 1972, as amended.
B.
Affiliate of, or a person affiliated with, a
specified person is a person that directly, indirectly, or through one or more
intermediaries controls, is controlled by, or is under common control with the
person specified.
C.
Applicant means a person, natural or otherwise, executing or
submitting a notice filing or an application for registration or
exemption.
D.
Application includes any notice filing, application of
registration, or application for exemption.
E.
Associated Person means any
partner, officer, director (or any person occupying a similar status or
performing similar functions), or any natural person directly or indirectly
controlling or controlled by an applicant (other than employees whose functions
are only clerical or ministerial).
F.
Commission or
Remuneration means any compensation or financial benefit, direct
or indirect, fixed or contingent, paid to or received from any person in
connection with a solicitation of any client or prospective client.
G.
Controlling Person or
Control (including the terms controlling,
controlled by, and under common control with) means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.
H.
CRD means Central
Registration Depository.
I.
Custody means holding, directly or indirectly, client funds or
securities or having any authority to obtain possession of them (or having the
ability to appropriate them) in connection with services provided to
clients.
J.
Division
means the Securities Division of the Secretary of State's
Office.
K.
FINRA means
the Financial Industry Regulatory Authority, formerly the National Association
of Securities Dealers (NASD).
L.
IARD means Investment Adviser Registration Depository.
M.
Material Information or
Material (when used to qualify a requirement for the furnishing of
information as to any subject) means such information about the company and/or
its securities that would enable a prudent individual to make an informed
investment decision.
N.
NASAA means the North American Securities Administrators
Association.
O.
Officer means a president, vice president, secretary, treasurer or
principal financial officer, comptroller or principal accounting officer, and
any other persons performing similar functions with respect to any
organization, whether incorporated or unincorporated. A person shall not be
deemed an officer merely because he is titled as such if he does not perform
the legal function of an officer.
P.
Principal means any person
actively engaged in the management of the securities business, including
supervision, solicitation, conduct of business, or the training of persons for
any of these functions. Such persons shall include sole proprietors, partners,
officers, directors, and branch managers.
Q.
Promoter means a person who,
acting alone or in conjunction with others, takes the initiative in founding,
organizing, or incorporating a business, enterprise, transaction, scheme, or
profit-seeking venture. A promoter does not include a lawyer or accountant
acting as an independent contractor.
R.
Registrant means any person,
natural or otherwise, holding a certification of registration or acknowledgment
of exemption or notice filing issued by the Division. This also includes any
person, natural or otherwise, whose registration through CRD or IARD has been
approved by the Division.
S.
Rules refer to the Rules of the Secretary of State adopted
pursuant to the Act, currently in effect, including forms for registration and
reports and accompanying instructions.
T.
SEC means the United States
Securities and Exchange Commission.
U.
SEC Form D means the
document, as adopted by the United States Securities and Exchange Commission
and in effect on January 1, 2010, as may be amended by the SEC from time to
time, entitled "Form D."
V.
Secretary of State means the Secretary of State of
Mississippi.
Notes
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