1. (a) Except as provided in subsection (d) of this section, a person may not transact business in this State as a broker-dealer or agent unless the person is registered under this subtitle.

2. (b) A person may not transact business in this State as an investment adviser or as an investment adviser representative unless:

   1. (1) The person is registered as an investment adviser or an investment adviser representative under this subtitle;
   2. (2) The person's only clients in this State are investment companies as defined in the Investment Company Act of 1940¹, or insurance companies; or

   3. (3) The person has no place of business in this State, and:

      1. (i) 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 $1,000,000, and governmental agencies or instrumentalities, whether acting for themselves or as trustees or fiduciaries with investment control, or other institutional investors as are designated by rule or order of the Commissioner; or

      2. (ii) During the preceding 12-month period, the person has had no more than five clients who:

         1. 1. Are residents of the State; and
         2. 2. Are not the types of clients described in item (i) of this paragraph.
3. (c) A federal covered adviser may not conduct advisory business in this State unless the federal covered adviser conducts the advisory business in accordance with § 11-405(b) of this subtitle or subsection (b)(2) or (3) of this section.
4. (d) A person that transacts business in this State as a federal exempt broker-dealer is not required to register under subsection (a) of this section.

5. (e) By rule or order, the Commissioner may modify the requirements of this section or exempt any broker-dealer, investment adviser, or federal covered adviser from the requirements of this section if the Commissioner determines that:

   1. (1) Compliance with this section is not necessary or appropriate for the protection of investors; and
   2. (2) The exemption is consistent with the public interest and within the purposes fairly intended by the policy and provisions of this title.

Added by Acts 1975, c. 311, § 2, eff. July 1, 1975. Amended by Acts 1989, c. 805, § 2; Acts 1992, c. 502; Acts 1997, c. 613, § 2, eff. Oct. 1, 1997; Acts 2017, c. 837, § 1, eff. Oct. 1, 2017; Acts 2017, c. 838, § 1, eff. Oct. 1, 2017; Acts 2023, c. 49, § 2, eff. April 11, 2023.

Formerly Art. 32A, § 15.

Aug. 22, 1940, ch. 686, Title I, 54 Stat. 789, codified at 15 U.S.C.A. § 80a-1 et seq.