New Hampshire Revised Statutes 421-B:4-403 – Investment Adviser Registration Requirements and Exemptions
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(a) Registration requirement. It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this chapter as an investment adviser or is exempt from registration as an investment adviser under subsection (b).
(b) Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a):
(1) a person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:
(A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
(B) institutional investors; or
(C) any other client exempted by order issued under this chapter;
(2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than 5 clients that are resident in this state in addition to those specified under subsection (b)(1); or
(3) any other person exempted by order issued under this chapter.
(c) Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the secretary of state, by order, may waive, in whole or in part, the application of the prohibitions of subsection (c) to the investment adviser.
(d) Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under N.H. Rev. Stat. § 421-B:4-404(a) or is exempt from registration under N.H. Rev. Stat. § 421-B:4-404(b).
(e) Branch offices. Prior to opening or closing a branch office in this state, an investment adviser shall notify the secretary of state of the location of the branch office, telephone number, name of the individual supervising the office, the date of the opening or closing, and any other pertinent information required by the secretary of state.
(f) Name of branch office.
(1) It is prohibited for any branch office or investment adviser representative to conduct an investment advisory business in this state under any name other than that of the investment adviser with which the branch office is associated or investment adviser representative is registered.
(2) If more than one business enterprise is conducted from a branch office location, disclosures shall clearly set forth the name of each business enterprise, what business activity is conducted by each organization, and each registered agent‘s relationship to each organization; provided, however, that this requirement shall not apply to television, radio, or billboard advertising that pertains exclusively to a non-securities product.
(b) Exemptions from registration. The following persons are exempt from the registration requirement of subsection (a):
Terms Used In New Hampshire Revised Statutes 421-B:4-403
- Agent: means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. See New Hampshire Revised Statutes 421-B:1-102
- Branch office: means :
(i) With regard to an investment adviser, any location other than the main office, identified by any means to broker-dealers, other investment advisers, the public, customers, or clients as a location at which an investment adviser conducts an investment advisory business. See New Hampshire Revised Statutes 421-B:1-102 - Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See New Hampshire Revised Statutes 421-B:1-102
- Federal covered investment adviser: means a person registered with the United States Securities and Exchange Commission under the Investment Advisers Act of 1940. See New Hampshire Revised Statutes 421-B:1-102
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- Investment adviser: means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. See New Hampshire Revised Statutes 421-B:1-102
- Investment adviser representative: means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. See New Hampshire Revised Statutes 421-B:1-102
- Order: means an order issued pursuant to this chapter. See New Hampshire Revised Statutes 421-B:1-102
- Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See New Hampshire Revised Statutes 421-B:1-102
- Revocation: means the recall and cancellation of a license, registration or privilege for either a definite or indefinite period of time. See New Hampshire Revised Statutes 421-B:1-102
- Secretary of state: means the New Hampshire secretary of state or his or her designee. See New Hampshire Revised Statutes 421-B:1-102
- Self-regulatory organization: means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the Municipal Securities Rulemaking Board established under the Securities Exchange Act of 1934. See New Hampshire Revised Statutes 421-B:1-102
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See New Hampshire Revised Statutes 421-B:1-102
- Suspension: means the temporary recall or denial of any license, registration or privilege granted for a specified period of time. See New Hampshire Revised Statutes 421-B:1-102
(1) a person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:
(A) federal covered investment advisers, investment advisers registered under this chapter, or broker-dealers registered under this chapter;
(B) institutional investors; or
(C) any other client exempted by order issued under this chapter;
(2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than 5 clients that are resident in this state in addition to those specified under subsection (b)(1); or
(3) any other person exempted by order issued under this chapter.
(c) Limits on employment or association. It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this chapter, the Securities and Exchange Commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the secretary of state, by order, may waive, in whole or in part, the application of the prohibitions of subsection (c) to the investment adviser.
(d) Investment adviser representative registration required. It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this chapter as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under N.H. Rev. Stat. § 421-B:4-404(a) or is exempt from registration under N.H. Rev. Stat. § 421-B:4-404(b).
(e) Branch offices. Prior to opening or closing a branch office in this state, an investment adviser shall notify the secretary of state of the location of the branch office, telephone number, name of the individual supervising the office, the date of the opening or closing, and any other pertinent information required by the secretary of state.
(f) Name of branch office.
(1) It is prohibited for any branch office or investment adviser representative to conduct an investment advisory business in this state under any name other than that of the investment adviser with which the branch office is associated or investment adviser representative is registered.
(2) If more than one business enterprise is conducted from a branch office location, disclosures shall clearly set forth the name of each business enterprise, what business activity is conducted by each organization, and each registered agent‘s relationship to each organization; provided, however, that this requirement shall not apply to television, radio, or billboard advertising that pertains exclusively to a non-securities product.