|(a) Issuance. An evidence of registration or certificate
of registration shall be issued for each registered investment adviser
reflecting the registered officer or partner.
(b) Amendments. Any changes in the information reflected
on the evidence of registration must be submitted to the Securities
Commissioner within 30 days of such change. An amendment fee, in the
amount set forth in the Texas Securities Act, §35, is required
to amend the evidence of registration.
(1) Succession by application.
(A) If a succession results in a surviving entity that
is not currently registered as an investment adviser, the successor
entity must file a new application, including the fees, as required
in §116.2 of this title (relating to Application Requirements).
Such a succession may include, but is not limited to, any of the following
that results in either a change in control of the beneficial owners,
or a change in management:
(i) a merger;
(ii) a consolidation;
(iii) an acquisition; or
(iv) a reorganization.
(B) A complete application for the successor entity
should be filed far enough in advance, but no later than thirty (30)
days after succession, so the application can be reviewed and approved
prior to the successor entity taking over the business of the predecessor
investment adviser. If a successor entity has taken over the business
of a predecessor investment adviser before the application of the
successor entity has been reviewed and approved, the registration
of the successor entity will be automatically granted a temporary
registration for 60 days from the date of succession to complete the
registration for the new entity. If the successor entity fails to
complete the registration requirements within the 60-day temporary
registration period, it may submit a written request to the Securities
Commissioner to grant an extension of the temporary registration for
up to 30 additional days. If the Commissioner, in the exercise of
his or her discretion, declines to grant the extension request, the
registration will terminate for the investment adviser and all its
investment adviser representatives on the expiration of the 60-day
temporary registration. Any investment advisory services rendered
by the investment adviser and/or its investment adviser representatives
after termination of the temporary registration are subject to the
sanctions provided by the Texas Securities Act for rendering investment
advice while unregistered.
(C) Upon registration of the successor entity, the
registration of the predecessor investment adviser will be terminated.
(2) Succession by amendment.
(A) When a succession does not result in a change in
control of the beneficial owners or management, or does not result
in any acquisition or assumption of substantially all of the assets
and liabilities of the predecessor investment adviser, the successor
entity may file an amendment in lieu of filing a new application.
Such a succession may include, but is not limited to, any of the following:
(i) an internal corporate reorganization or restructuring;
(ii) a conversion;
(iii) a change in the form of business; or
(iv) a change in the composition of a partnership that
does not result in change of control of the partnership.
(B) The provisions in subsection (b) of this section
apply to successions by amendment.
(3) All procedures set forth in this subsection shall
also apply to investment advisers and investment adviser representatives
who have submitted a notice filing and fee to the Securities Commissioner.
(d) Termination. An investment adviser is required
to notify the Securities Commissioner upon termination of any registered
investment adviser representative from its employ. Upon receipt of
such notification, the Securities Commissioner may terminate the registration.
Investment advisers must file a Form U-5, Uniform Termination Notice
for Securities Industry Registration, through the IARD to comply with
(1) Procedures for renewing expired and unexpired registrations
are set forth in the Texas Securities Act, §19.C and §12-1.C.
(2) A notice of impending expiration of registration
(renewal application) will be sent by IARD to a currently registered
investment adviser. The renewal application should be filed through
IARD, along with the appropriate fee.
(3) If a person's registration is not renewed in a
timely manner because such person is a military service member, as
defined in §116.18(a) of this chapter (relating to Special Provisions
Relating to Military Applicants), such person may renew the registration
pursuant to the provisions of §116.18(e).
|Source Note: The provisions of this §116.4 adopted to be effective August 12, 2001, 26 TexReg 5799; amended to be effective January 8, 2006, 30 TexReg 8868; amended to be effective November 8, 2012, 37 TexReg 8787; amended to be effective February 24, 2016, 41 TexReg 1224; amended to be effective November 12, 2019, 44 TexReg 6861