15 CSR 30-51.160 - Effectiveness and Post-Effective Requirements
(1)
Pending Applications for Registration.
(A)
Effective Date of Registration. If no denial order is in effect and no
proceeding under section
409.4-412, RSMo is pending,
registration shall become effective no later than noon of the forty-fifth day
after the completed application is filed, unless the applicant has agreed to
toll the forty-five (45)-day limitation. The forty-five (45)-day time period
shall begin to run once a completed application, including any amendments
thereto, is filed with the division. The running of this forty-five (45)-day
period is tolled during the time a denial order is in effect, a proceeding
under section 409.4-412, RSMo is pending, or
by agreement of the applicant. The running of the forty-five (45)-day period
shall resume when the denial order is vacated, or the proceeding under section
409.4-412, RSMo is no longer
pending.
(B) Completeness of the
Application. An application shall be considered complete when an application,
including any amendments, has been filed with the division. A completed
application shall contain comprehensive responses to all applicable questions
and all attachments and exhibits, as required by the Act or these
rules.
(C) Summary Suspension for
Applications.
1. Pursuant to section
409.4-412(f),
RSMo, the commissioner may summarily suspend
an application if:
A. The commissioner,
through the Securities Division staff, is seeking additional information
regarding and/or relating to the application;
B. A proceeding is pending under section
409.4-412(a), (b), or
(c), RSMo; or
C. The applicant is subject to discipline or
disqualification under the provisions of section
409.4-412(d),
RSMo.
2. A summary
suspension order issued pursuant to subparagraph (1)(C)1.A. shall remain
pending for thirty (30) days after all requested information has been provided
and during this time the person subject to the summary suspension order may
request a hearing.
(D)
Orders of Cancellation for Incomplete Applications. Any application, the filing
of which is not complete within a period of one (1) year following the
application's original filing, shall be presumed subject to the entry of an
order of cancellation pursuant to section
409.4-408(e),
RSMo of the Act.
(2)
Duration of Registration.
(A) Expiration of
Registration. Every registration of a broker-dealer, agent, investment adviser,
or investment adviser representative expires on December 31 of each year,
unless renewed or unless sooner revoked, canceled, or withdrawn (section
409.4-406(d),
RSMo).
(B) Failure to Renew. Upon
expiration of a registration, any subsequent application for registration shall
be considered and treated as an application for initial registration.
(C) Applications for renewal of registration
filed directly with the commissioner shall be filed on the appropriate form
marked renewal (see 15 CSR 30-51.020) with required
information and exhibits, no earlier than sixty (60) days and no later than
thirty (30) days before the expiration date of the registration concerned.
Applications filed with the Central Registration Depository (CRD) System or
Investment Adviser Registration Depository (IARD) System shall be timely filed
in accordance with the requirements of the CRD or IARD.
(D) An applicant for renewal registration may
incorporate by reference in the application documents previously filed to the
extent the documents are currently accurate.
(3) Continuing Duty of Applicants and
Registrants to Disclose Material Information.
(A) Amendments to Applications for Material
Change. During the pendency of any application, or effectiveness of any
registration, every broker-dealer, agent, investment adviser, or investment
adviser representative shall immediately report to the commissioner in writing
any material change in any information, answers, responses, exhibits, or
schedules submitted or circumstances disclosed in its last prior application. A
correcting amendment shall be filed with the division at the time of occurrence
or discovery of these changes, and not later than thirty (30) days following
the specified event or occurrence. If the application was submitted through the
CRD System or IARD System, any amendment shall be submitted in accordance with
the guidelines of the CRD or IARD System.
(B) Termination of an Agent or Investment
Adviser Representative.
1. Duty of
broker-dealer, issuer or investment adviser. When an agent's or
representative's association with the broker-dealer, issuer or investment
adviser is discontinued or terminated by either party, the broker-dealer,
issuer or investment adviser must file a Form U-5 within thirty (30) days of
the discontinuance or termination, stating the date of and reasons for the
discontinuance or termination.
2.
Duty of agent or investment adviser representative. When an agent's or
representative's association with a broker-dealer or investment adviser
registered in Missouri is discontinued or terminated by either party, the agent
or investment adviser representative must file, within thirty (30) days of the
discontinuance or termination, amended documents reflecting association with
another broker-dealer or investment adviser.
3. Transferring agents and transferring
investment adviser representatives.
A. For
agents and/or investment adviser representatives registered under this Act who
terminate from one Missouri registered broker-dealer, investment adviser, or
federal covered investment adviser and transfer to another Missouri registered
broker-dealer, investment adviser, or federal covered investment adviser that
file a completed application with the division within thirty (30) days after
their termination and whose CRD record does not contain any new or amended
disciplinary disclosure(s) within the previous twelve (12) months, their
registration shall become immediately effective as of the date of the completed
filing, unless an order is issued pursuant to section
409.4-408(d),
RSMo.
B. For agents and/or
investment adviser representatives registered under this Act who terminate from
one Missouri registered broker-dealer, investment adviser, or federal covered
investment adviser and transfer to another Missouri registered broker-dealer,
investment adviser, or federal covered investment adviser that file a completed
application with the division within thirty (30) days after their termination
and whose CRD record contains a new or amended disciplinary disclosure within
the previous twelve (12) months, their registration shall become temporarily
effective for thirty (30) days as of the date of the completed filing, unless
an order is issued pursuant to section
409.4-408(d),
RSMo. The temporary registration becomes automatically effective on the
thirty-first day after the completed filing unless an order is issued pursuant
to section 409.4-408(c),
RSMo.
(C)
Acquisition of Broker-Dealer or Investment Adviser.
1. When a person or a group of persons,
directly or indirectly or acting by or through one (1) or more persons,
proposes to acquire a controlling interest in a broker-dealer or investment
adviser registrant and when the acquirer, within the preceding ten (10) years,
has committed any act that would result in a yes answer to any disciplinary
question on the Form BD or ADV or would require disclosure under
15 CSR
30-51.160(3), the resulting entity,
prior to the acquisition, shall file with the division:
A. A new application for registration on the
forms prescribed by rule, together with all required exhibits and fees;
and
B. At the time the new
application is filed, a notice of withdrawal, termination or cancellation of
registration of the acquired entity on the forms prescribed by rule, effective
upon disposition of the new application by the division.
2. For purposes of this section, controlling
interest means possession of the power to direct or cause the direction of the
management or policies of a company, whether through ownership of securities,
by contract or otherwise. Any individual or firm that directly or indirectly
has the right to vote twenty-five percent (25%) or more of the voting
securities of a company or is entitled to twenty-five percent (25%) or more of
its profits is presumed to control that company.
(D) Written Disclosure Statement.
1. An investment adviser, registered or
required to be registered pursuant to the Missouri Securities Act, shall
furnish each advisory client and prospective advisory client with a written
disclosure statement that may be either a copy of Part II of its Form ADV, or a
written document containing at least the information required by Part II of
Form ADV.
2. An investment adviser
shall deliver the written disclosure statement to an advisory client or
prospective advisory client not less than forty-eight (48) hours prior to
entering into any written or oral investment advisory contract with such client
or prospective client, or at the time of entering into any such contract, if
the advisory client has a right to terminate the contract without penalty
within five (5) business days after entering into the contract.
3. An investment adviser annually shall,
without charge, deliver or offer in writing to deliver to each of its advisory
clients the written disclosure statement.
(4) Withdrawal of Registration.
(A) Broker-Dealers, Investment Advisers and
Federal Covered Investment Advisers.
1. Every
broker-dealer and investment adviser who desires to withdraw their registration
shall file the appropriate Form BDW or ADV-W. Every federal covered adviser who
desires to withdraw their notice filing shall file the appropriate
ADV-W.
2. Unless a proceeding is
pending under sections
409.4-412,
409.6-602,
409.6-603 or
409.6-604, RSMo when the
application to withdraw is filed, the withdrawal of registration by a
broker-dealer or investment adviser shall become effective on the date
indicated in the Form BDW or Form ADV-W, but in no event more than sixty (60)
days after the filing of the Form BDW or Form ADV-W.
(B) Broker-Dealer Agents and Investment
Adviser Representatives.
1. Unless a
proceeding is pending under sections
409.4-412,
409.6-602,
409.6-603 or
409.6-604, RSMo when the
application to withdraw is filed, the withdrawal of registration by an agent or
investment adviser representative, pursuant to section
409.4-409, RSMo shall become
effective at the earlier of the date a Form U-5 is filed, the date indicated in
the Form U-5 or the date of withdrawal of the agent's or investment adviser
representative's respective broker-dealer or investment
adviser.
(5)
Merger, Consolidation or Reorganization of Broker-Dealers. In the event of a
merger, consolidation, or reorganization of an existing registered
broker-dealer, and the change can be effected through the CRD System, then such
documentation and information shall be filed in accordance with the guidelines
of the CRD System. If the change cannot be processed through the CRD System,
the following documents must be filed with the commissioner by the
participating broker-dealers within ten (10) days following a merger,
consolidation or reorganization:
(A) The
broker-dealer dissolving at the consummation of the merger or who will become a
part of an existing broker-dealer upon reorganization or consolidation must
file:
1. A termination of its broker-dealer
registration on Form BDW;
2. A
termination of all agent registrations; and
3. A complete explanation of the proposed
merger, consolidation or reorganization accompanied by the agreement effecting
the merger, consolidation or reorganization.
(B) The broker-dealer who will be the
surviving corporation upon consummation of the merger or who will be the named
broker-dealer after the reorganization or consolidation must file:
1. A complete explanation of the proposed
merger;
2. Form U-4 applications
plus supporting documents of all registered agents of the dissolving
broker-dealer to be transferred to the surviving, consolidated or reorganized
broker-dealer in accordance with
15 CSR
30-51.160(3) and
15 CSR
30-51.020; and
3. If the name of the surviving, consolidated
or reorganized broker-dealer will change, an amended Form BD, as appropriate
and all other properly amended documents required by
15 CSR
30-51.020 and
15 CSR
30-51.160.
Notes
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