Secretary of State

Securities

Effective Date: 02/27/2024 to Current

Rule Type: Current Rules & Regulations

Reference Number: 002.0017.2.02272024

DEFINITIONS

Section 1. Definition by Acronym.

1. (a) CRD. Central Registration Depository.
2. (b) IARD. Investment Adviser Registration Depository.
3. (c) EFD. Electronic Filing Depository.
4. (d) FINRA. Financial Industry Regulatory Authority.
5. (e) NASAA. North American Securities Administrators Association.
6. (f) SCOR. Small Corporate Offering Registration.
7. (g) SEC. Securities and Exchange Commission.
8. (h) SRO. Self-Regulatory Organization.
9. (i) WIN. Wyoming Invests Now. Wyoming's Crowdfunding Exemption.

Section 2. Accredited Investor. The term shall be used as defined in 17 C.F.R. 230.501 (a).

Section 3. Correspondent. Correspondent shall mean the person or law firm listed in item 2 of the Form U-1 representing the applicant or issuer during registration of securities.

Section 4. Effective or Effectiveness. Effective or effectiveness means the status the Secretary of State has granted or approved an application for registration or received a notice filing.

Section 5. Financial Statement. Financial statement means a balance sheet, a statement of income, a statement of changes in financial condition and a statement of stockholder's equity.

Section 6. Issuer's Agent(s). Issuer's agents are those persons transacting business in securities on behalf of an issuer. Issuer's agents are restricted to transacting business in the securities of an issuer for which they are affiliated.

Section 7. Mass Transfer. Mass transfer means transfer of a broker-dealer's agents from one entity to another due to broker-dealer registration termination; broker-dealer name change or reorganization; broker-dealer acquisition, merger or succession. Mass transfer is effected through the CRD without filing individual forms U-4 or U-5.

Section 8. Net Capital. The term shall be used as defined in 17 C.F.R. 240.15c3-1.

Section 9. Open-End Investment Company. Open-end investment company means a management company which is offering for sale or has outstanding any redeemable security of which it is the issuer.

Section 10. Portal. Portal means an internet website that is operated by a portal operator for the offer and sale of securities pursuant to W.S. § 17-4-203, Wyoming Invests Now exemption.

Section 11. Portal Operator. Portal operator means a website operator which is an entity authorized to do business in this state and operates a portal.

Section 12. Renewal. Renewal means extending a registration beyond its period of effectiveness for an additional period as specified by rule or statute.

Section 13. Secretary of State. The Secretary of State as used in these rules means the Secretary of State of Wyoming and his/her successors acting in that official capacity and as statutory Administrator of Wyoming's Uniform Securities Act.

Section 14. Segregated Account. Segregated account means any account which may receive deposits of cash located at any financial institution in the United States which insures its deposits through an agency of the federal government. This account shall be used only for deposits of offering proceeds and shall not be used for other types of deposits.

Section 15. Termination. Termination means the ending of a period of registration after which the registration is no longer in force or effect.

Section 16. Uniform Forms. A list of Uniform forms are referred to in these rules as follows:

1. (a) Form U-1 is the Uniform Application to Register Securities.
2. (b) Form U-2 is the Uniform Consent to Service of Process.
3. (c) Form U-2a is the Uniform Corporate Resolution.
4. (d) Form U-4 is the Uniform Application for Securities Industry Registration.
5. (e) Form U-5 is the Uniform Termination Notice for Securities Industry Registration.
6. (f) Form U-7 is the disclosure document and instructions for completion of the disclosure document known as the Registration Form for Small Corporate Offerings.
7. (g) Form ADV is the Uniform Application for Investment Adviser Registration.

(h) Form ADV-W is the Uniform Request for Withdrawal from Registration as an Investment Adviser.

(i) Form D is Notice of Exempt Offering of Securities.

(j) Form BD is the Uniform Application for Broker-Dealer Registration.

(k) Form BDW is the Uniform Request for Withdrawal from Registration as a Broker-Dealer.

(l) Model Accredited Investor Exemption Uniform Notice of Transaction is the notice of sale of securities pursuant to accredited investor exemption.

(m) Form NF is the Uniform Investment Company Notice Filing.

(n) Regulation A – Tier 2 Notice Filing Form is the Uniform Notice Filing Regulation A – Tier 2 Offering.

Section 17. Unit Investment Trust. Unit Investment Trust means an investment company which is organized under a trust indenture, contract of custodianship or agency, or similar instrument which does not have a board of directors and issues only redeemable securities each of which represents an undivided interest in a unit of specified securities, but does not include a voting trust.

Section 18. Incorporates a Social Objective. Incorporates a social objective means the consideration of social criteria in the investment or commitment of customer or client funds.

Section 19. Social Criteria. Social criteria include any criterion that is intended to further, or is branded, advertised, or otherwise publicly described as furthering, any of the following:

(a) International, domestic, or industry agreements relating to environmental or social goals;

(b) Corporate governance structures based on social characteristics;

(c) Social or environmental goals.