Unless the context otherwise requires, or unless defined in this section or in 660:11-5-2, terms used in this chapter, if defined in the Securities Act, shall have the meaning as defined in the Securities Act. The following words and terms, when used in this chapter, shall have the following meaning, unless the context clearly indicates otherwise:

"Administrator" means the Administrator of the Department.

"Advisers Act" means the Investment Advisers Act of 1940.

"Authorized to do business in Oklahoma" means authorized to do business in Oklahoma pursuant to the Securities Act.

"Audited financial statements" means "Certified financial statements."

"CRD" means the NASAA/FINRA Central Registration Depository system or WEBCRD.

"CFR" means the Code of Federal Regulations.

"Certified financial statements" means financial statements prepared in accordance with generally accepted accounting principles and examined by independent accountants in accordance with generally accepted auditing standards, accompanied by an opinion as described in 660:11-15-1.

"Commission" means the Oklahoma Securities Commission.

"Date of filing" means the date on which a proper registration statement is filed for purposes of determining the dates of the statements of financial condition to be filed with a registration statement. If amendments to a registration statement are necessary to comply fully with the registration requirements, "date of filing" means the date on which the last amendment is filed.

"Department" means the Oklahoma Department of Securities.

"FDIC" means the Federal Deposit Insurance Corporation.

"FINRA" means the Financial Industry Regulatory Authority, Inc., the self-regulatory organization for broker-dealers and agents of broker-dealers that is registered as a national securities association with the SEC under Section 15A of the 1934 Act [15 U.S.C. §78o].

"FINRA member" means any broker-dealer that is a member of FINRA. "FINRA member" may also include any broker-dealer registered under the 1934 Act that has access to and the ability to make filings through the CRD.

"Financial statements" means, but is not limited to, the statement of financial condition, statement of income, and statement of changes in stockholders' or owners' equity, as well as all related footnotes and supporting schedules applicable thereto, prepared in accordance with generally accepted accounting principles.

"Form ADV" means the current Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Advisers as issued by the SEC.

"Form ADV-W" means the current Notice of Withdrawal from Registration as issued by the SEC.

"Form BD" means the current Uniform Application for Broker-Dealer Registration as issued by FINRA.

"Form BDW" means the current Uniform Request for Broker-Dealer Withdrawal as issued by FINRA.

"Form BR" means the Uniform Branch Office Registration Form.

"Form U4" means the current Uniform Application for Securities Industry Registration or Transfer as issued by FINRA.

"Form U5" means the Uniform Termination Notice for Securities Industry Registration as issued by FINRA.

"IARD" means the FINRA-operated Investment Adviser Registration Depository.

"Independent accountants" means independent certified public accountants. The concept of independence shall be that promulgated by the American Institute of Certified Public Accountants.

"Institutional account" means the account of:

1. (A) a bank, savings and loan association, insurance company or registered investment company;
2. (B) an investment adviser registered under the Securities Act, with another state securities commission (or any agency or office performing like functions), or with the SEC under Section 203 of the Advisers Act [15 U.S.C. §80b-3]; or
3. (C) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total assets of at least $50 million.

"NASAA" means the North American Securities Administrators Association.

"NASD" means the National Association of Securities Dealers, Inc.

"NASDR" means the National Association of Securities Dealers Regulation, Inc.

"1933 Act" means the Securities Act of 1933.

"1934 Act" means the Securities Exchange Act of 1934.

"1940 Act" means the Investment Company Act of 1940.

"Predecessor of an issuer" means:

1. (A) a person the major portion of whose assets have been acquired directly or indirectly by the issuer, or
2. (B) a person from which the issuer acquired directly or indirectly the major portion of its assets.

"Promotional or development stage company" means an issuer:

1. (A) that is not listed, or authorized for listing, on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or a securities exchange that the SEC determines under Section 18(b)(1) of the 1933 Act [15 U.S.C. §77r] has substantially similar listing standards;
2. (B) that has had annual net earnings for each of the last two (2) consecutive fiscal years before the public offering that have been less than five percent (5%) of the aggregate public offering; or
3. (C) that has had average, annual net earnings for the last five (5) fiscal years before the public offering that have been less than five percent (5%) of the aggregate public offering.

"Promptly" means not later than thirty (30) days.

"Prospectus" means a prospectus in a form and containing such information as may be required by the Administrator, including a prospectus filed under the 1933 Act or an offering circular used in connection with an exempt security or transaction regardless of the designation of the document (i.e., prospectus, offering circular, memorandum, etc.).

"Registration statement" means an application for registration of securities under Sections 1-303 and 1-304 of the Securities Act and all documents and exhibits related thereto, including a Prospectus.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the most recent codification of the Oklahoma Uniform Securities Act of 2004 in Title 71 of the Oklahoma Statutes.

"SIPC" means the Securities Investor Protection Corporation.

Added at 21 Ok Reg 2532, eff 7-1-04

Amended at 30 Ok Reg 2066, eff 8-1-13

Amended at 37 Ok Reg 2194, eff 11-1-20

Amended at 38 Ok Reg 2503, eff 11-1-21

Amended at 42 Ok Reg, Number 20, effective 8-15-25