Tennessee § 48-1-110 - Registration procedure.

§ 48-1-110. Registration procedure.

A broker-dealer, agent, investment adviser, or investment adviser representative may obtain an initial or renewal registration by filing with the commissioner or the commissioner's designee an application, together with a consent to service of process pursuant to § 48-1-124(e), and by paying any reasonable costs charged by the designee for processing such filings. The application shall be on such form and contain such information as the commissioner by rule requires concerning such matters as: The applicant's form and place of organization; The applicant's proposed method of doing business; The qualifications and business history of the applicant and, if appropriate, the qualifications and business history of any affiliate, partner, officer, director, or any person occupying a similar status or performing similar functions for the applicant; Any injunction or administrative order or conviction of a misdemeanor involving a security or any aspect of the securities business and any conviction of a felony; and The applicant's financial condition and history. The commissioner may by rule require an applicant for initial registration to publish an announcement of the application in one (1) or more specified newspapers published in this state. If no denial order is in effect and no proceeding is pending under § 48-1-112, such registration becomes effective at twelve o'clock (12:00) noon, central time, of the thirtieth day after a completed application is filed. The commissioner may by rule or order specify an earlier effective date, and may by order defer the effective date until twelve o'clock (12:00) noon, central time, of the thirtieth day after the filing of any amendment. Registration of a broker-dealer automatically constitutes registration of any partner, officer, or director of the broker-dealer, or a person occupying a similar status or performing similar functions. Every applicant for initial or renewal registration shall pay a nonrefundable filing fee of two hundred dollars ($200) in the case of a broker-dealer, fifty dollars ($50.00) in the case of an agent, two hundred dollars ($200) in the case of an investment adviser, and fifty dollars ($50.00) in the case of an investment adviser representative. A registered broker-dealer or investment adviser may file an application for registration of a successor, whether or not the successor is then in existence, for the unexpired portion of the year. There shall be no filing fee for the registration of any successor. The commissioner may by rule require a minimum net capital for registered broker-dealers and investment advisers. The commissioner may by rule require registered broker-dealers, agents, investment advisers, and investment adviser representatives to post surety bonds in amounts up to ten thousand dollars ($10,000), or reasonable fidelity bonds, and may determine their conditions. Any appropriate deposit of cash or securities shall be accepted in lieu of any surety bond so required. No surety bond may be required of any registrant whose net capital, which may be defined by rule, exceeds one hundred thousand dollars ($100,000). Every surety bond shall provide coverage of any suit thereon by any person who has a cause of action under § 48-1-122 and, if the commissioner by rule requires, by any person who has a cause of action not arising under this part. No suit may be maintained to enforce any liability on any bond unless brought within two (2) years after the sale or other act upon which such suit is based. Any person who is included in the definition of “issuer” by virtue of § 48-1-102(15)(A)(iii) shall register as an issuer-dealer unless either: Such person sells less than one hundred thousand dollars ($100,000) per year in undivided fractional interests in oil, gas, or other mineral interests in any twelve-month period; or Such person contributes money or services for lease acquisition and drilling or mining activities on property covered by the undivided fractional interests in proportion to the person's interest in the proceeds from such activities on the same basis as all purchasers of undivided fractional interests. For purposes of this subdivision (f)(1)(B), services shall be valued at the fair market value of similar services and at competitive rates, and such value shall be established prior to the sale of any interests. An issuer-dealer is not deemed to be a “broker-dealer” and is not subject to regulation other than as provided by this subsection (f) and rules permitted hereby so long as its securities business is restricted to the sale of undivided fractional interests. The commissioner shall by rule provide the forms for application and renewal as an issuer-dealer, the term of the registration, and fees for initial application and renewal which shall not exceed those provided by subsection (b) for broker-dealers. Registration as an issuer-dealer shall be effective thirty (30) days after receipt of a completed application and the appropriate fee, if any, unless denial proceedings are instituted or unless an earlier effective date is granted by order of the commissioner. The registration may be denied, revoked, or suspended if such action is in the public interest and if the applicant or any affiliate, partner, officer, director, or any person occupying a similar status or performing similar functions: Has filed an application for registration which included any untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; Has been convicted within the past ten (10) years of any misdemeanor involving any aspect of the securities business or an investment-related business, or any felony; Is permanently or temporarily enjoined by any court of competent jurisdiction from engaging in or continuing any conduct or practice involving any aspect of the securities business or any investment-related business; or Is the subject of any order entered within the past ten (10) years by any agency of any jurisdiction having regulatory authority with respect to the securities business or any investment-related business, denying, revoking, or suspending a registration as a broker-dealer, agent, investment adviser, or the substantial equivalent of those terms as defined in this part, or ordering such person to cease and desist from continuing any conduct or practice involving any investment-related transaction based on fraud, deceit, or misrepresentation, or applicable law similar to § 48-1-121(a) and (b). Acts 1980, ch. 866, § 10; 1983, ch. 312, § 3; T.C.A., § 48-16-110 ; Acts 1985, ch. 26, § 3; 1989, ch. 15, §§ 1, 2; 2001, ch. 61, § 11; 2002, ch. 550, §§ 6-8; T.C.A., § 48-2-110 ; Acts 2017, ch. 424, §§ 30-32. Code Commission Notes. Former § 48-2-110 was transferred to § 48-1-110 by the code commission in 2012. Compiler's Notes. The Securities Law of 1955, formerly codified as §§ 48-1601 — 48-1653, was repealed by Acts 1980, ch. 886, § 27. However, the section also contained a savings provision referring to former §§ 48-1601 — 48-1653 which read: “(b) Prior law exclusively governs all suits, actions, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring before the effective date of this Act, except that no civil suit or action may be maintained to enforce any liability under prior law unless brought within any period of limitation which applied when the cause of action accrued and in any event within two years after the effective date of this Act. “(c) All effective registrations under prior law, all administrative orders relating to such registrations, and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect if this Act had not been passed. They are considered to have been filed, entered, or imposed under this Act, but are governed by prior law. “(d) Prior law applies in respect of any sale made within one year after the effective date of this Act pursuant to an offering exempt under prior law which offering was begun in good faith before such effective date. “(e) Judicial review of all administrative orders as to which review proceedings have not been instituted by the effective date of this Act are governed by Section 20, except that no review proceeding may be instituted unless the petition is filed within any period of limitation which applied to a review proceeding when the order was entered and in any event within 60 days after the effective date of this Act.” The effective date of the Act was July 2, 1980. Acts 2001, ch. 61, § 1 provided that the act shall be cited as “The Securities Omnibus Act of 2001.” Law Reviews. Selected Tennessee Legislation of 1983 (N.L. Resener, J. A. Whitson, K. J. Miller), 50 Tenn. L. Rev. 785 (1983).