502.301  Registration requirement.

1.  It is unlawful for any person to transact business in this state as a broker-dealer or agent unless at least one of the following conditions is satisfied:

a.  The person is registered under this chapter.

b.  The person is a broker-dealer who has no place of business in this state and the broker-dealer satisfies one of the following requirements:

(1)  The broker-dealer effects transactions in this state exclusively with or through the issuers of the securities involved in the transaction, other broker-dealers, banks, trust companies, insurance companies, or investment companies as defined in the Investment Company Act of 1940, pension or profit sharing trusts, or other financial institutions, whether acting for themselves or as trustees;

(2)  During any period of twelve consecutive months the broker-dealer does not effect transactions in this state in any manner with more than three persons other than those specified in subparagraph (1), whether or not the offeror or any of the offerees is then present in this state; or

(3)  The administrator designates the broker-dealer as exempt from these requirements by either rule or order.

2.  It is unlawful for any broker-dealer or issuer to employ an agent in this state unless the agent is registered. The registration of an agent is not effective during any period when the agent is not associated with a specified broker-dealer registered under this chapter or a specified issuer. Unless permitted by order of the administrator, no agent shall at any time represent more than one broker-dealer or issuer, except that where organizations affiliated by direct or indirect common control are registered as broker-dealers or are issuers of securities registered under this chapter, an agent may represent any such organization. When an agent begins or terminates employment with a broker-dealer or issuer or begins or terminates the activities which makes such person an agent, the agent as well as the broker-dealer or issuer shall promptly notify the administrator.

3.  It is unlawful for any person to transact business in this state as an investment adviser or as an investment adviser representative unless one of the following applies:

a.  The person is registered under this part.

b.  The person has no place of business in this state, and either of the following applies:

(1)  The person's only clients in this state are investment companies as defined in the Investment Company Act of 1940, other investment advisers, federal covered advisers, broker-dealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than one million dollars, and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the administrator.

(2)  During the preceding twelve-month period the person has had no more than five clients, other than those specified in subparagraph (1), who are residents of this state.

4.  It is unlawful for any of the following persons to do the following:

a.  An investment adviser required to be registered to employ an investment adviser representative unless the investment adviser representative is registered under this chapter, provided that the registration of an investment adviser representative is not effective during any period when the investment adviser representative is not employed by an investment adviser registered under this part.

b.  A federal covered adviser to employ, supervise, or associate with an investment adviser representative having a place of business located in this state, unless the investment adviser representative is registered under this chapter, or is exempt from registration.

When an investment adviser representative begins or terminates employment or association with an investment adviser, the investment adviser in the case of paragraph "a", or the investment adviser representative in the case of paragraph "b", shall promptly notify the administrator.

5.  Every registration or notice filing under this section expires December 31, unless renewed.

6.  Except with respect to advisers whose only clients are those described in section 502.301, subsection 3, paragraph "b", it is unlawful for any federal covered adviser to conduct advisory business in this state unless such person complies with the provisions of section 502.302, subsection 2.

Section History: Early form

  [SS15, § 1920-u15; C24, 27, § 8561, 8563; C31, 35, § 8581-c11; C39, § 8581.11; C46, 50, 54, 58, 62, 66, 71, 73, 75, § 502.11; C77, 79, 81, § 502.301]

Section History: Recent form

  83 Acts, ch 169, § 9; 91 Acts, ch 40, §19; 96 Acts, ch 1025, § 7; 98 Acts, ch 1106, §3, 4, 24

Internal References

  Referred to in § 502.207A, 502.302, 502.303, 502.501, 502.502A, 502.610


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