|(a) Issuance. An evidence of registration or certificate
of registration shall be issued for each registered securities dealer
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 a securities dealer, the successor
entity must file a new application, including the fees, as required
in §115.2 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 30 days after
succession, so the application can be reviewed and approved prior
to the successor entity taking over the business of the predecessor
securities dealer. If a successor entity has taken over the business
of a predecessor securities dealer 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 dealer and all its agents on the expiration of the 60-day temporary
registration. Any sales by the dealer and/or its agents after termination
of the temporary registration are subject to the sanctions provided
by the Texas Securities Act for selling securities while unregistered.
(C) Upon registration of the successor entity, the
registration of the predecessor securities dealer 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 securities dealer, 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 a succession by amendment.
(d) Termination. A securities dealer is required to
notify the Securities Commissioner upon termination of any registered
agent from its employ. Upon receipt of such notification, the Commissioner
may terminate the registration. Dealers who are members of FINRA must
file a Form U-5, Uniform Termination Notice for Securities Industry
Registration, through the CRD to comply with this subsection.
(1) Procedures for renewing expired and unexpired registrations
are set forth in the Texas Securities Act, §19.C.
(2) A notice of impending expiration of registration
(renewal application) will be sent to a currently registered dealer.
Members of FINRA shall file the renewal application electronically
through the CRD. For non-FINRA member firms, the renewal application
should be returned to the State Securities Board for processing, 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 §115.18(a) of this chapter (relating to Special Provisions
Relating to Military Applicants), such person may renew the registration
pursuant to the provisions of §115.18(e).
|Source Note: The provisions of this §115.4 adopted to be effective August 12, 2001, 26 TexReg 5794; amended to be effective January 8, 2006, 30 TexReg 8866; amended to be effective February 21, 2008, 33 TexReg 1319; amended to be effective November 8, 2012, 37 TexReg 8786; amended to be effective February 24, 2016, 41 TexReg 1123; amended to be effective November 12, 2019, 44 TexReg 6859