PURPOSE: This rule specifies when the registration of broker-dealers, agents and investment advisers becomes effective, reports required during effectiveness, and procedures for terminating the effectiveness and effecting withdrawal of registrations.

1. (1) Pending Applications for Registration.

   1. (A) Effective Date of Registration. If no denial order is in effect, and no proceeding under section 409.204, RSMo is pending, registration shall become effective no later than noon of the thirtieth day after the application is filed. The running of this thirty (30)-day period is suspended during the time a denial order is in effect or a proceeding under section 409.204, RSMo is pending. The running of the thirty (30)-day period shall resume when the denial order is vacated or the proceeding under section 409.204, RSMo is no longer pending.
   2. (B) Completeness of the Application. An application shall be considered complete when an application containing comprehensive responses to all applicable questions and all attachments and exhibits, as required by the Act or these rules, has been filed with the division. The commissioner may summarily postpone or suspend an application for the purpose of determining the completeness of an application or on other grounds as provided for in section 409.204(c).
   3. (C) Orders of Cancellation for Incomplete Applications. Any application, the filing of which is not complete within a period of one
2. (1) year following the application’s original filing, shall be presumed subject to the entry of an order of cancellation pursuant to section 409.204(d), RSMo of the Act.

3. (2) Duration of Registration.

   1. (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adviser representative expires on December 31 of each year, unless renewed or unless sooner revoked, canceled, or withdrawn (sections 409.201(d) and 409.204, RSMo).
   2. (B) Late Renewal Filings. Upon expiration of a registration any subsequent application for registration shall be considered and treated as an application for initial registration.
   3. (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

4. (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.

   1. (D) An applicant for renewal registration may incorporate by reference in the application documents previously filed to the extent the documents are currently accurate.

5. (3) Continuing Duty of Applicants and Registrants to Disclose Material Information.

   1. (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 and Investment Adviser Representatives

accordance with the guidelines of the CRD or IARD System.

1. (B) Termination of an Agent or Investment Adviser Representative.

   1. 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 within thirty (30) days of the discontinuance or termination, a notice of that fact, stating the date of and reasons for the discontinuance or termination (Form U-5 or by letter).

1. 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.

1. 3. Temporary registration for transfer-

ring agents. An agent registered in Missouri transferring from one Missouri registered broker-dealer to another Missouri registered broker-dealer shall automatically have a temporary registration to transact securities business for thirty (30) days following the date the application becomes complete and nondeficient, unless the commissioner has withdrawn the temporary registration or issued an order of denial or summary postponement pursuant to section 409.204, RSMo. The temporary registration must be requested on the Form U-4 prior to any securities transactions by the agent through the new brokerdealer and within thirty (30) days following the termination from the previous firm. No such temporary registration will be granted upon termination from an issuer.

1. (C) Acquisition of Broker-Dealer or Investment Adviser.

   1. 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:

1. A. A new application for registration

on the forms prescribed by rule, together with all required exhibits and fees; and

1. 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.

1. 2. For purposes of this section, control-

ling 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.

1. (4) Withdrawal of Registration. Every brokerdealer 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. (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 brokerdealers within ten (10) days following a merger, consolidation or reorganization:

   1. (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. 1. A termination of its broker-dealer

registration on Form BDW;

1. 2. A termination of all agent registra-

tions; and

1. 3. A complete explanation of the pro-

posed merger, consolidation or reorganization accompanied by the agreement effecting the merger, consolidation or reorganization.

1. (B) The broker-dealer who will be the surviving corporation upon consummation of the merger or who will be the named brokerdealer after the reorganization or consolidation must file: 15 CSR 30-51

   1. 1. A complete explanation of the pro-

posed merger;

1. 2. Form U-4 applications plus support-

ing 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

1. 3. If the name of the surviving, consoli-

dated 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.

AUTHORITY: sections 409.201(b) and (d), 409.202 and 409.413(a), RSMo 2000 and 409.204, RSMo Supp. 2002.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Dec. 19, 1975, effective Dec. 31, 1975. Amended: Filed Aug. 11, 1978, effective Feb. 11, 1979. Emergency amendment filed Aug. 15, 1983, effective Aug. 29, 1983, expired Dec. 26, 1983. Amended: Filed Aug. 15, 1983, effective Nov. 11, 1983. Amended: Filed March 27, 1989, effective June 12, 1989. Emergency amendment filed Aug. 4, 1995, effective Aug. 14, 1995, expired Dec. 11, 1995. Amended: Filed Aug. 4, 1995, effective Jan. 30, 1996. Rescinded and readopted: Filed Dec. 17, 2001, effective July 30, 2002. Amended: Filed Aug. 30, 2002, effective Feb. 28, 2003.

*Original authority: 409.201, RSMo 1967, amended 1977, 1995, 1997; 409.202, RSMo 1967, amended 1977, 1978, 1986, 1995, 1997; 409.204, RSMo 1967, amended 1983, 1995, 2002; and 409.413, RSMo 1967.