Wyo. Code R. 002-0017-2
Effective Date: 07/01/1997 to 10/27/2017
Rule Type: Superceded Rules & Regulations
Reference Number: 002.0017.2.07011997
Section 1. Accredited Investor. For the purposes of these rules, “accredited investor” is the same as that defined in 17 C.F.R. 230.501 (a).
Section 2. Central Registration Depository (CRD). CRD shall mean the NASAA/NASD Central Registration Depository, including but not limited to, its policies, memoranda, forms, codes and systems.
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 Secretary of State has granted or approved an application for registration or received a notice filing pursuant to W.S. §17-4-132 and the rules or regulations promulgated thereunder.
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. Investment Contract. An “investment contract”, as used in W.S. §17-4-113(a)(xi) includes:
(a) Any investment in a common enterprise with the expectation of profit to be derived substantially through the efforts of a third party or the promoter; or
(b) The investment of money or money’s worth, including goods furnished and/or services performed, in the risk capital of a venture with the expectation of some benefit to the investor where the investor has no direct control over the investment or policy decisions of the venture.
Section 7. 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 8. 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 9. Fund. The term “Fund” as used in these rules means an open-end management company as defined in the Investment Company Act of 1940 ( C.F.R. 240.270).
Section 10. National Association of Securities Dealers, Inc. (NASD). NASD refers to the National Association of Securities Dealers Inc. and its subsidiaries which comprise, a national securities association registered under the Securities Act of 1934 governing conduct of securities broker-dealers and their agents, its policies, conduct rules, memoranda, advisories and membership actions as a self-regulatory organization (SRO).
Section 11. Net Capital. Net capital as used in these rules shall be that specified by SEC Rule 15c3-1 (17 C.F.R. 240.15c3-1 (1996)), 15c3-2 (17 C.F.R. 240.15c3-2 (1996)), and 15c3-3 (17 C.F.R. 240.15c3-3 (1996)).
Section 12. New York Stock Exchange (NYSE). The New York Stock Exchange refers to that National Securities Exchange, Registered Securities Association and its rules, guidelines and standards.
Section 13. North American Securities Administrators Association (NASAA). NASAA refers to the North American Securities Administrators Association, an association of all state and Canadian provincial securities administrators which promulgates uniform statements of policy and interpretation concerning state and provincial securities laws.
Section 14. No Status. No status is a CRD system status reflecting a broker-dealer’s indication of its desire to be registered with the Secretary of State.
Section 15. 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 16. Registered Securities Association. Registered Securities Association means an association of brokers and dealers as defined in Section 15A of the Securities Exchange Act of 1934.
Section 17. Renewal. Renewal means extending a registration beyond its period of effectiveness for an additional period as specified by rule or statute.
Section 18. 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 19. Securities and Exchange Commission (SEC). SEC means the United States Securities and Exchange Commission, its rules, opinions, policies, procedures and decisions.
Section 20. 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 21. Series 63 Examination. The Series 63 examination means the Uniform Securities Agent State Law Examination (USASLE) administered by the NASD.
Section 22. Series 66 Examination. The Series 66 examination means the Uniform Combined State Law Examination administered by the NASD.
Section 23. Signed and Verified. Signed and verified as used in Chapter 4, Section 1(c) & (d) shall mean the financial statement was signed by an officer of the corporation or officer of a general partner or individual general partner stating as follows:
I, (Name of officer) holding the position of (name of position) with (name of entity) do swear or affirm that the accompanying unaudited financial statements and additional information pertaining to the firm of (firm name) as of (date) are true and correct.
Signature
Title
Subscribed and sworn to before me this _____ day of _____, 19____.
My commission expires _____
Notary Public
Section 24. Temporary Agent Transfer (TAT). Temporary Agent Transfer refers to the NASAA Statement of Policy on Temporary Agent Transfer. TAT allows securities agents conditional registration approval without lapse of registration when transferring from one firm to another. Registration is conditioned upon receipt of a non-deficient Form U-4 and timely filed Form U-5 for agents showing no disciplinary history.
Section 25. Termination. Termination means the ending of a period of registration after which the registration is no longer in force or effect.
Section 26. Uniform Forms. A list of Uniform forms are referred to in these rules as follows:
(a) Form U-1 is the Uniform Application to Register Securities.
(b) Form U-2 is the Uniform Consent to Service of Process.
(c) Form U-2a is the Uniform Corporate Resolution.
(d) Form U-4 is the Uniform Application for Securities Industry Registration.
(e) Form U-5 is the Uniform Termination Notice for Securities Industry Registration.
(f) Form U-6 is the Uniform Disciplinary Action Reporting Form.
(g) Form U-7 is the disclosure document and instructions for completion of the disclosure document known as the Registration Form For Small Corporate Offerings.
(h) Form U-10 is the Uniform Examination Request for Non-NASD Candidates.
(i) Form BD is the Uniform Application for Broker-Dealer Registration.
(j) Form BDW is the Uniform Request for Withdrawal from Registration as a Broker-Dealer.
(k) Form NF is the Uniform Investment Company Notice Filing.
Section 27. 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 28. Definition by acronym.
(a) CRD. Central Registration Depository.
(b) NASD. National Association of Securities Dealers.
(c) NYSE. New York Stock Exchange.
(d) NASAA. North American Securities Administrators Association.
(e) SCOR. Small Corporate Offering Registration.
(f) SEC. Securities and Exchange Commission.
(g) TAT. Temporary Agent Transfer.
(h) WAPA. Wyoming Administrative Procedures Act.
(i) WRCP. Wyoming Rules of Civil Procedure.