The following words and terms, when used in Part 7 of this
title (relating to the State Securities Board), shall have the following
meanings, unless the context clearly indicates otherwise.
(1) Act or Securities Act or Texas Securities Act--The
Texas Securities Act, located in Title 12 of the Texas Government
Code, Chapters 4001 through 4008, as amended.
(2) Affiliate--An "affiliate" of, or person "affiliated"
with a specified person, is a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by,
or is under common control with, the person specified.
(3) APA or Administrative Procedure Act--The Administrative
Procedure Act, Texas Government Code, Title 10, Chapter 2001, as amended.
(4) Applicant--A person who submits an application
for registration of securities, documents in connection with the offer
and sale of federal covered securities, or for registration as a dealer,
agent, investment adviser, or investment adviser representative, or
who files an application for an order of the Securities Commissioner.
(5) Board or Securities Board--The State Securities
Board of the State of Texas.
(6) Certified--In conjunction with the term "financial
statement(s)," means financial statement(s) prepared in accordance
with generally accepted accounting principles and examined in accordance
with generally accepted auditing standards by independent certified
public accountants or independent public accountants for the purposes
of expressing an opinion thereon. Such opinion shall be one acceptable
to the Securities Commissioner.
(7) CFR--The Code of Federal Regulations, as amended.
(8) Commissioner or Securities Commissioner--The State
Securities Commissioner for the State of Texas.
(9) Control--The possession, direct or indirect, of
the power to direct or cause the direction of the management and policies
of a person or company, whether through the ownership of voting securities,
by contract, or otherwise.
(10) Credit union--For definition see the Texas Credit
Union Act (Texas Finance Code, Chapter 121, as amended), which regulates
such credit unions.
(11) Detailed balance sheet--A balance sheet.
(12) Qualified institutional buyer--An entity described
in Rule 144A, as promulgated by the SEC under the Securities Act of
1933 (17 CFR §230.144A, as amended).
(13) Domestic corporation--A corporation incorporated
under the laws of the State of Texas.
(14) Federal covered investment adviser--An investment
adviser who is registered under the Investment Advisers Act of 1940
(15 U.S.C. §80b-1 et seq. ), as amended. A federal covered investment
adviser is not required to be registered pursuant to the Texas Securities
Act.
(15) Federal covered securities--Any security or securities
described as a "covered security" or as "covered securities" in the
Securities Act of 1933, §18(b), or rules or regulations promulgated
thereunder.
(16) Financial statement(s)--Balance sheet and related
statements of income, changes in stockholders' equity, and cash flows,
all (consolidated, if applicable) prepared in accordance with generally
accepted accounting principles. The information contained in the previously
described statements may vary according to presentation and titles
as they relate to specific entities, such as individuals, partnerships,
and nonprofit organizations.
(17) Investment Advisers Act of 1940--The federal statute
of that name, as amended, 15 United States Code §80b-1, et seq.
(18) Investment Company Act of 1940--The federal statute
of that name, as amended, 15 United States Code §80a-1, et seq.
(19) License--The whole or part of any registration
as a dealer, investment adviser, agent, or investment adviser representative,
or similar form of permission required by the Texas Securities Act
to sell securities or render investment advice.
(20) Licensing--The process respecting the granting,
denial, renewal, revocation, suspension, withdrawal, or amendment
of a license.
(21) Managing agent or manager--One who is authorized
to act generally for an organization within a particular locality.
(22) FINRA--The Financial Industry Regulatory Authority,
created through the consolidation of NASD and the member regulation,
enforcement, and arbitration functions of the New York Stock Exchange.
(23) Officer--A president, vice president, secretary,
treasurer, or principal financial officer, comptroller, or principal
accounting officer, or any other person occupying a similar status
or performing similar functions with respect to any organization or
entity, whether incorporated or unincorporated.
(24) Operating statement--An income statement.
(25) Parent--A person controlling another person directly
or indirectly.
(26) Profit and loss statement--An income statement.
(27) Proposed plan of business--As used in the Texas
Securities Act, those aspects and only those aspects of the business
set-up (other than that done or proposed in respect to the pricing
and selling of its securities) which would materially affect the business
relationship between the prospective investor and those in control
of the business as such relationship would exist after the sale to
the public of the securities sought to be registered.
(28) Regulatory standards--All standards coming within
the meaning of "rule" as defined herein.
(29) Rendering services as an investment adviser--Any
act by which investment advisory services are provided for compensation.
(30) Rule--Any statement by the Board or the Securities
Commissioner of general applicability that implements, interprets,
or prescribes law or policy, or describes the procedure or practice
requirements of the Board or Securities Commissioner.
(31) Savings and loan association--For definition see
the Texas Savings and Loan Act (Texas Finance Code, Chapter 61, as
amended), which regulates such savings and loan associations.
(32) SEC--The United States Securities and Exchange
Commission.
(33) Securities Act of 1933--The federal statute of
that name, as amended, 15 United States Code §77a, et seq.
(34) Securities Exchange Act of 1934 or Federal Securities
Exchange Act of 1934--The federal statute of that name, as amended,
15 United States Code §78a, et seq.
(35) Staff--Personnel of the Securities Board, excluding
the members of the Board, the Securities Commissioner, and the Deputy
Commissioner.
(36) State, territory, or insular possession of the
United States--As used in the Texas Securities Act, includes a commonwealth.
(37) NASAA--The North American Securities Administrators
Association, Inc.
(38) Telephone or telegram--For purposes of the Texas
Securities Act, §4003.103, includes any means of electronic transmission
such as, but not limited to, telephone, telegraph, wireless, email,
graphic scanning, modem, or facsimile; provided, however, that the
office of the State Securities Board has the necessary equipment to
accept such a transmission.
(39) Within this state or in this state--
(A) A person is a "dealer" who engages "within this
state" or "in this state" in one or more of the activities set out
in the Texas Securities Act, §4001.056, if either the person
or the person's agent is present in this state or the offeree/purchaser
or the offeree/purchaser's agent is present in this state at the time
of the particular activity. A person can be a dealer in more than
one state at the same time.
(B) Likewise, a person is an "agent" who engages "within
this state" or "in this state" in one or more of the activities set
out in the Texas Securities Act, §4001.052, whether by direct
act or through subagents except as otherwise provided, if either the
agent or the agent's subagent is present in this state or the offeree/purchaser
or the offeree/purchaser's agent is present in this state at the time
of the particular activity. A person can be an agent in more than
one state at the same time.
(C) Offers and sales can be made by personal contact,
mail, telegram, telephone, wireless, electronic communication, or
any other form of oral or written communication.
(40) Accredited investors--Persons who are either individual
accredited investors or institutional accredited investors as those
terms are defined in this section.
(41) Individual accredited investor--A natural person
described in Rule 501(a), promulgated by the SEC under the Securities
Act of 1933 (17 CFR §230.501, as amended).
(42) Institutional accredited investor--An entity (not
a natural person) described in Rule 501(a), promulgated by the SEC
under the Securities Act of 1933 (17 CFR §230.501, as amended).
(43) Form D--
(A) For paper filings--Form D, Notice of Exempt Offering
of Securities, (referenced in 17 CFR §239.500).
(B) For electronic filings made through the EFD System--The
information, relating to a filing designated to be made in Texas,
that is submitted through the EFD System in connection with a Form
D filing made with the SEC. It includes all information made available
to the Securities Commissioner through the EFD System in connection
with the Texas filing.
(44) EFD System--The Electronic Filing Depository system
provided by NASAA that is used for making an electronic filing with
the Securities Commissioner of Form D and such other filings as permitted
by Board rule.
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| Source Note: The provisions of this §107.2 adopted to be effective January 1, 1976; amended to be effective September 14, 1977, 2 TexReg 3338; amended to be effective September 6, 1979, 4 TexReg 3014; amended to be effective March 19, 1984, 9 TexReg 1436; amended to be effective June 1, 1984, 9 TexReg 2774; amended to be effective August 29, 1985, 10 TexReg 2999; amended to be effective October 30, 1985, 10 TexReg 4081; amended to be effective February 15, 1989, 14 TexReg 692; amended to be effective November 29, 1989, 14 TexReg 6075; amended to be effective March 17, 1994, 19 TexReg 1543; amended to be effective April 8, 1997, 22 TexReg 3216; amended to be effective August 21, 1997, 22 TexReg 7485; amended to beeffective August 24, 1998, 23 TexReg 8667; amended to be effective August 12, 2001, 26 TexReg 5786; amended to be effective November 26, 2001, 26 TexReg 9578; amended to be effective June 12, 2002, 27 TexReg 4934; amended to be effective February 21, 2008, 33 TexReg 1319; amended to be effective June 21, 2011, 36 TexReg 3714; amended to be effective December 21, 2011, 36 TexReg 8505; amended to be effective June 13, 2012, 37 TexReg 4185; amended to be effective February 16, 2015, 40 TexReg 700; amended to be effective March 21, 2021, 46 TexReg 1733; amended to be effective April 7, 2024, 49 TexReg 2062 |
