ADMINISTRATIVE
CODE
TABLE
OF CONTENTS
830-X-2-.01
References To Rules And Regulations And To The Act, Or To Portions Thereof
830-X-2-.02
Office Hours Of The Commission
830-X-2-.03
Filing Of Material With The Commission
830-X-2-.04
Nondisclosure Of Information Obtained In The Course Of Examinations And
Investigations
830-X-2-.05
Definitions -- Unless Otherwise Expressly Provided
830-X-2-.06
Advertising And Sales Literature
830-X-2-.07 Applications
(1) As used in the Rules
and Regulations prescribed by the Commission pursuant to Title 8, Chapter 6,
Section 23, Code of Ala. 1975, unless the context otherwise specifically
requires:
(a) The term Act
means the Alabama Securities Act as cited by Chapter 6, Section 1, Title 8, Code
of Ala. 1975.
(b) The term Section
refers to a section of the Alabama Securities Act.
(c) The term Rules and
Regulations refers to all rules and regulations adopted by the Commission
pursuant to the Act, including forms for registration and reports and the
accompanying instructions thereto.
(2) Unless otherwise
specifically stated, the terms used in the Rules and Regulations shall have the
meaning defined in the Act.
(3) A rule or regulation
which defines a term without express reference to the Act or to the Rules and
Regulations,
or to a portion thereof,
defines such term for all purposes as used both in the Act and in the Rules and
Regulations.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-23.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983. Amended: Filed September 28, 1990.
The office of the
Commission at Montgomery, Alabama, is open each day except Saturdays, Sundays
and state holidays from 8 a.m. to 5 p.m. Central Standard Time or Central
Daylight Savings Time, whichever is in effect.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-60.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983.
All papers required
to be filed with the Commission may be filed through the mails or otherwise. The
date on which papers are actually received by the Commission shall be the date
of filing thereof; provided that all of the requirements with respect to the
filing have been satisfied.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-26.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983.
Information or
documents obtained by members of the Commission or employees of the Commission
in the course of any examination or investigation pursuant to Code of Ala.
1975, Title 8, Chapter 6, Section 15, shall, unless made a matter of public
record, be deemed confidential. Members of the Commission and employees are
hereby prohibited from making such confidential information or documents or any
other nonpublic records of the Commission available to anyone other than a
member or employee of the Commission, unless the Commission has authorized the
disclosure of such information or the production of such
documents as not being
contrary to the public interest. Any member or employee of the Commission who is
served with a subpoena requiring the disclosure of such information or the
production of such documents shall appear in court and, unless the authorization
described in the preceding sentence shall have been given, shall disclose the
information or produce the documents called for, only upon specific direction of
a court of competent jurisdiction. Any member or employee of the Commission who
is served with such a subpoena shall promptly advise the Commission of the
service of such subpoena, the nature of the information documents sought, and
any circumstances which may bear upon the desirability of making available such
information or document. This rule shall not be construed to inhibit or affect
the cooperation or exchange of information documents by the Commission with
other law enforcement, regulatory, or prosecuting agencies.
Author:
Statutory Authority: Code
of Ala. 1975, §
8-5-15.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983.
(1) The term associated
person means any partner, officer, director (or any person occupying a
similar status or performing similar functions) or any natural person directly
or indirectly controlling, or controlled by, an applicant or registrant (other
than employees whose functions are only clerical or ministerial).
(2) The term home office
or principal office
shall mean the place where
the chief or principal affairs and business of the applicant or registrant are
transacted.
(3) The term main office
shall mean the primary branch office located in this state, provided that the
applicant or registrant does not maintain a home or principal office in this
state as otherwise defined.
(4) The term branch office
shall mean any office of an applicant or registrant located in Alabama and other
than a principal or home office, which is owned or controlled by an applicant or
registrant and engaged in the securities business. In determining whether an
office or the activities of a person associated with an applicant or registrant
in an area constitutes a branch office, the following standards shall be used:
(a) The applicant or
registrant, directly or indirectly, contributes a portion of the operating
expenses of any address used by a person associated with an applicant or
registrant engaged in the securities business, whether commercial office space
or residence. Operating expenses, for purposes of this standard shall include
items normally associated with the cost of operating the business; or
(b) The applicant or
registrant authorizes a listing in any publication or other media, including a
professional dealer's digest or a telephone directory, designating an address as
an office.
(c) The Commission may
classify any address of an applicant or registrant as a branch office
if the Commission determines that the above standards are reasonably met.
(5) The term material
information or adequate information shall mean that
information required to provide full disclosure of financial and other
information about the company and/or its securities which would enable a prudent
individual to make an informed investment decision.
(6) The term commission
or remuneration shall mean any compensation or financial benefit, direct
or indirect, fixed or contingent, paid or received to or from any person,
including reimbursement of expenses, in connection with a solicitation of any
prospective buyer.
(7) The term principal
shall mean any person associated with an applicant or registrant actively
engaged in the management of the applicant's or registrant's securities
business, including supervision, solicitation, conduct of business or the
training of persons associated with an applicant or registrant for any of these
functions. Such persons shall include sole proprietors, partners, officers,
directors and branch managers.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-23.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983. Amended: Filed September 28, 1990.
(1)
Every advertisement and all sales literature used in connection with an offering
of securities registered under this Act, must be authorized in writing by the
Commission before being placed or used in newspapers or other means of public
communication unless it is within the requirements and
rules promulgated by the
National Association of Securities Dealers, concerning advertisements for use in
newspapers or any other means of public communication or satisfies the
requirements of the Securities Act of 1933 any statement of policy by the
Securities and Exchange Commission concerning advertisements and sales
literature, or contains no more than the following:
(a) Date of issuance or
release
(b) Name and address of
issuer
(c) Identity or title of
securities
(d) Amount of offering
(e) Brief statement of
general character
(f) Address where
prospectus or offering circular may be obtained
(2) The use of any sales
material in such a fashion as to be deceptive or misleading is prohibited. An
example of such practice is as follows: A distribution of any nonfactual data,
material or presentation based on conjuncture, unfounded or extravagant claims
or assertions in any brochure or display by words, pictures, graphs or otherwise
designed or tending to supplement, detract from, supersede or defeat the purpose
or effect of the prospectus or disclosures therein.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-23.
History: Filed September 30, 1982. Readopted: Filed November 9, 1983.
All applications for
registrations shall be submitted on forms authorized by the Alabama Securities
Commission. All information requested in such application is essential and must
be furnished. Any application which is not adequately and properly submitted
will be returned for completion. Additional exhibits not called for in an
application, but which are essential to a full representation of the facts,
shall be furnished and properly identified. All exhibits filed become a part of
the permanent records of the Commission and are not returnable.
Author:
Statutory Authority:
Code of Ala. 1975, § 8-6-23.
History:
Filed September 30, 1982. Readopted: Filed November 9, 1983.