Administrative Code

Virginia Administrative Code
12/1/2021

Part III. Agents of the Issuer

21VAC5-20-160. Application for registration as an agent of the issuer.

A. Application for registration as an agent of the issuer shall be filed on and in compliance with all requirements and forms prescribed by the commission.

B. An application shall be deemed incomplete for registration as an agent of the issuer unless the following executed forms, fee, and information are submitted:

1. Form U4.

2. The statutory fee in the amount of $40. The check must be made payable to the Treasurer of Virginia.

3. Evidence in the form of a FINRA exam report of passing within the two-year period immediately preceding the date of the application: (i) the Uniform Securities Agent State Law Examination, Series 63; (ii) the Uniform Combined State Law Examination, Series 66; or (iii) a similar examination in general use by securities administrators which, after reasonable notice and subject to review by the commission, the Director of the Division of Securities and Retail Franchising designates.

4. Any individual who meets the qualifications set forth in subdivision B 3 of this section and has been registered in any state jurisdiction requiring registration within the two-year period immediately preceding the date of the filing of an application shall not be required to comply with the examination requirement set forth in subdivision B 3 of this section, except that the Director of Securities and Retail Franchising may require additional examinations for any individual found to have violated any federal or state securities laws.

5. Any other information the commission may require.

C. The commission shall either grant or deny each application for registration within 30 days after it is filed. However, if additional time is needed to obtain or verify information regarding the application, the commission may extend such period as much as 90 days by giving written notice to the applicant. No more than three such extensions may be made by the commission on any one application. An extension of the initial 30-day period, not to exceed 90 days, shall be granted upon written request of the applicant.

Statutory Authority

§§ 12.1-13 and 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 215, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC840009, eff. July 2, 1984; Case No. SEC890040, eff. July 1, 1989; Case No. SEC900034, eff. July 1, 1990; Virginia Register Volume 11, Issue 21, eff. July 1, 1995; Volume 13, Issue 25, eff. September 1, 1997; Volume 15, Issue 22, eff. July 1, 1999; Volume 25, Issue 22, eff. July 1, 2009; Volume 26, Issue 6, eff. November 15, 2009; Volume 29, Issue 20, eff. June 3, 2013; Volume 34, Issue 9, eff. December 1, 2017.

21VAC5-20-170. Expiration.

The registration, and any renewals thereof, of an agent of the issuer shall expire annually at midnight on the 31st day of December unless renewed in accordance with 21VAC5-20-180.

Statutory Authority

§ 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 216, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC840009, eff. July 2, 1984; Case No. SEC890040, eff. July 1, 1989.

21VAC5-20-180. Renewals.

An issuer, on behalf of its agent or agents, shall file with the commission at its Division of Securities and Retail Franchising at least 30 days prior to the expiration of registration a registration renewal form (Form S.D.4) accompanied by the statutory fee of $40 for each agent whose registration is to be renewed. The check must be made payable to the Treasurer of Virginia.

Statutory Authority

§ 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 217, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC840009, eff. July 2, 1984; Case No. SEC890040, eff. July 1, 1989; Volume 29, Issue 20, eff. June 3, 2013; Volume 34, Issue 9, eff. December 1, 2017.

21VAC5-20-190. Updates and amendments.

An agent of the issuer shall amend or update his Form U4 as required by the "Amendment Filings" provisions set forth under "How to Use Form U4." Filings shall be made with the commission at its Division of Securities and Retail Franchising.

Statutory Authority

§ 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 218, Case No. SEC890040, eff. July 1, 1989; amended, Virginia Register Volume 29, Issue 20, eff. June 3, 2013.

21VAC5-20-200. Termination of registration.

When an agent of the issuer terminates his registration with an issuer, or an issuer terminates an agent's registration, the issuer shall file notice of such termination on Form U5 within 30 calendar days of the date of termination. Filings shall be made with the commission at its Division of Securities and Retail Franchising.

Statutory Authority

§ 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 219, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC890040, eff. July 1, 1989; Case No. SEC910057, eff. July 1, 1991; Virginia Register Volume 29, Issue 20, eff. June 3, 2013.

21VAC5-20-210. Changing connection from one issuer to another.

An agent of the issuer who changes connection from one issuer to another shall comply with 21VAC5-20-160.

Statutory Authority

§ 13.1-523 of the Code of Virginia.

Historical Notes

Derived from Rule 220, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC840009, eff. July 2, 1984; Case No. SEC890040, eff. July 1, 1989.

21VAC5-20-220. Examination/qualification; waiver of examination requirement.

A. Except as described in subsection B of this section, an individual applying for registration as an agent of the issuer shall be required to provide evidence in the form of a FINRA exam report of passing: (i) the Uniform Securities Agent State Law Examination, Series 63; (ii) the Uniform Combined State Law Examination, Series 66; or (iii) a similar examination in general use by securities administrators which, after reasonable notice and subject to review by the commission, the Director of the Division of Securities and Retail Franchising designates.

B. The commission may, in a registered offering not being made to the general public or in a Small Company Offering Registration, waive the examination requirement for an officer or director of an issuer that is a corporation, or a general partner of an issuer of a limited partnership or a manager of an issuer that is a limited liability company who:

1. Will receive no commission or similar remuneration directly or indirectly in connection with the offer or sale of the issuer's securities; and

2. In the case of a small company offering registration, agrees to deliver to each prospective purchaser of a security to be issued by such issuer, at or before the time the offering document is required to be delivered, a copy of "A Consumer's Guide to Small Business Investments" prepared by NASAA (see CCH NASAA Reports ¶3676) and the application to register the agent is accompanied by an executed Affidavit Regarding Offers of Small Company Offering Registration (SCOR) Securities by Issuer Agents.

Statutory Authority

§§ 12.1-13 and 13.1-523.1 of the Code of Virginia.

Historical Notes

Derived from Rule 221, Case No. SEC810005, eff. July 1, 1981; amended by Case No. SEC820019, eff. August 15, 1982; Case No. SEC890040, eff. July 1, 1989; Virginia Register Volume 11, Issue 21, eff. July 1, 1995; Volume 13, Issue 25, eff. September 1, 1997; Volume 15, Issue 22, eff. July 1, 1999; Volume 17, Issue 20, eff. July 1, 2001; Volume 19, Issue 23, eff. July 1, 2003; Volume 29, Issue 20, eff. June 3, 2013.

21VAC5-20-225. Inspection of records.

Every registered agent of the issuer as a condition of its registration as an agent under the Act hereby agrees and represents that:

1. All of the agent's records, immediately upon the request of the commission, will be made available for inspection by the commission and reproduction for the commission staff in the office where such records are maintained;

2. All of the agent's records (or legible copies, or printouts, if automated) pertaining to a securities transaction any part of which occurred or is to occur within the Commonwealth of Virginia will be made available for inspection by the commission in the office of the commission's Division of Securities and Retail Franchising within 48 hours after request of the commission;

3. The term "records" shall include all books, papers, documents, tapes, films, photographs, electronic readable format of other materials, regardless of physical form or characteristics, that are maintained for the recordation or storage of information prepared, used or to be used in connection with a securities transaction or that were used in connection with securities transactions;

4. Failure to comply with this section may be considered grounds for a proceeding to revoke an agent's registration or other penalty prescribed by the Act; and

5. Any issuer or agent subject to a commission investigation may be required to pay the actual cost of the investigation.

Statutory Authority

§§ 12.1-13 and 13.1-523.1 of the Code of Virginia.

Historical Notes

Derived from Virginia Register Volume 19, Issue 23, eff. July 1, 2003.

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