§7314. Registration and notice filing procedure for broker-dealers, agents, investment advisers, federal covered advisers, and investment adviser representatives. (a)(1) A broker-dealer, agent investment adviser, or investment adviser representative may obtain an initial registration by filing with the Commissioner or the Commissioner’s designee an application together with a consent to service of process pursuant to §7327 of this title. The application shall contain whatever information the Commissioner by rule requires concerning such matters as: (A) the applicant’s form and place of organization; (B) the applicant’s proposed method of doing business; (C) the qualifications and business history of the applicant; in the case of the broker-dealer or investment adviser, the qualifications and business history of any partner, officer, or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser; (D) any injunction or administrative order or conviction of a misdemeanor involving a security or any aspect of the securities business and any conviction of a felony; (E) subject to the limitations of §15 of the Securities Exchange Act of 1934 and §222 of the Investment Advisers Act of 1940, the applicant’s financial condition and history; and (F) any information to be furnished or disseminated to any client or prospective client, if the applicant is an investment adviser. The Commissioner may by rule or order require an applicant for initial registration to publish an announcement of the application in 1 or more specified newspapers published in this State. If no denial order is in effect and no proceeding is pending under §7316 of this title, registration becomes effective at noon of the 30th day after a complete application is filed. The Commissioner may by rule or order specify an earlier effective date, and may by order defer the effective date until noon of the 30th day after the filing of any amendment. Registration of broker-dealer automatically constitutes registration of any agent who is a partner, officer or director, or a person occupying a similar status or performing similar functions. Registration of an investment adviser automatically constitutes registration of any investment adviser representative who is a partner, officer or director, or a person occupying a similar status or performing similar functions. (2) A broker-dealer or investment adviser may obtain a renewal registration by filing with the Commissioner an application containing whatever information the Commissioner by rule requires to keep current the information contained in the application for initial registration. A broker-dealer, investment adviser or issuer may obtain a renewal registration for the agents or investment adviser representatives associated with it by filing with the Commissioner an application containing the names of the agents or investment adviser representatives associated with it and a certification that, to the best knowledge, information and belief of such broker-dealer, investment adviser or issuer, there has been no change in the information contained in such agent’s or investment adviser representative’s application for registration then currently in effect, or if there has been any change, specifying the same. Every application for renewal registration shall become effective on the date it is received by the Commissioner or upon the expiration of the previous registration, whichever date is later. (b)(1) Except with respect to federal covered advisers whose only clients are those described in §7313(c)(2) of this title, a federal covered adviser shall file with the Commissioner, prior to acting as a federal covered adviser in this State, such documents as have been filed with the Securities and Exchange Commission as the Commissioner, by rule or order, may require. (2) A notice filing under this section expires on December 31st (unless renewed) and may be renewed by filing prior to its expiration such documents as have been filed with the Securities and Exchange Commission as required by the Commissioner, along with a renewal fee. (3) A federal covered adviser may terminate a notice filing by providing the Commissioner notice of such termination, which shall be effective upon receipt by the Commissioner. (4) The Commissioner, by rule or order, may waive any or all of the provisions of this section. (5) The Commissioner may suspend the investment advisory activities in this State of any federal covered adviser that fails to comply with the requirements of this section. (c) Fees. - (1) Broker-dealers and agents.- Every applicant for initial or renewal registration as a broker-dealer shall pay a filing fee of $250 and every applicant for initial, transfer or renewal registration as an agent shall pay a registration fee of $50. (2) Investment advisers and investment adviser representatives.- Every applicant for initial or renewal registration as an investment adviser who is subject to registration under this chapter shall pay a filing fee of $250 and every applicant for initial, transfer or renewal registration as an investment adviser representative who is subject to registration under this chapter shall pay a registration fee of $50. (3) Federal covered advisers.- Every person acting as a federal covered adviser in this State shall pay an initial and renewal notice filing fee of $250. (d) A registered broker-dealer or investment adviser may file an application for registration of a successor, whether or not the successor is then in existence, for the unexpired portion of the year. There shall be no filing fee. (e) The Commissioner may, by rule or order, require a minimum capital for registered broker-dealers, subject to the limitations of §15 of the Securities Exchange Act of 1934 and establish minimum financial requirements for investment advisers, subject to the limitations of §222 of the Investment Advisers Act of 1940, which may include different requirements for those investment advisers who maintain custody of clients’ funds or securities or who have discretionary authority over same and those investment advisers who do not. (f) The Commissioner may, by rule or order, require registered broker-dealers, agents and investment advisers who have custody of or discretionary authority over client funds or securities, to post bonds in amounts as the Commissioner may prescribe, subject to the limitations of §15 of the Securities Exchange Act of 1934 (for broker-dealers) and §222 of the Investment Advisers Act of 1940 (for investment advisers), and may determine their conditions. Any appropriate deposit of cash or securities shall be accepted in lieu of any bond so required. No bond may be required of any registrant whose net capital, or, in the case of an investment adviser, whose minimum financial requirements, which may be defined by rule, exceeds the amounts required by the Commissioner. Every bond shall provide for suit thereon by any person who has a cause of action under §7323 of this title and, if the Commissioner by rule or order requires, by any person who has a cause of action not arising under this chapter. Every bond shall provide that no suit may be maintained to enforce any liability on the bond unless brought within the time limitations of §7323(e) of this title.
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