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RULE §116.4Evidences of Registration

(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.

(c) Successions.

  (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 this subsection.

(e) Renewal.

  (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

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