Ohio Code 1707.141 – Investment adviser’s license required – exceptions – notice filing requirement
(A) No person shall act as an investment adviser, unless one of the following applies:
Terms Used In Ohio Code 1707.141
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Dealer: except as otherwise provided in this chapter, means every person, other than a salesperson, who engages or professes to engage, in this state, for either all or part of the person's time, directly or indirectly, either in the business of the sale of securities for the person's own account, or in the business of the purchase or sale of securities for the account of others in the reasonable expectation of receiving a commission, fee, or other remuneration as a result of engaging in the purchase and sale of securities. See Ohio Code 1707.01
- Director: means each director or trustee of a corporation, each trustee of a trust, each general partner of a partnership, except a partnership association, each manager of a partnership association, and any person vested with managerial or directory power over an issuer not having a board of directors or trustees. See Ohio Code 1707.01
- Investment adviser: means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of regular business, issues or promulgates analyses or reports concerning securities. See Ohio Code 1707.01
- Person: except as otherwise provided in this chapter, means a natural person, firm, partnership, limited partnership, partnership association, syndicate, joint-stock company, unincorporated association, trust or trustee except where the trust was created or the trustee designated by law or judicial authority or by a will, and a corporation or limited liability company organized under the laws of any state, any foreign government, or any political subdivision of a state or foreign government. See Ohio Code 1707.01
- Rule: includes regulation. See Ohio Code 1.59
- salesperson: means every natural person, other than a dealer, who is employed, authorized, or appointed by a dealer to sell securities within this state. See Ohio Code 1707.01
- Securities and exchange commission: means the securities and exchange commission established by the Securities Exchange Act of 1934. See Ohio Code 1707.01
- State: means any state of the United States, any territory or possession of the United States, the District of Columbia, and any province of Canada. See Ohio Code 1707.01
- Trustee: A person or institution holding and administering property in trust.
- United States: includes all the states. See Ohio Code 1.59
(1) The person is licensed as an investment adviser by the division of securities; however, nothing in this section shall be construed to prohibit a person from being licensed by the division as both an investment adviser and a dealer or salesperson.
(2) The person is registered under section 203 of the “Investment Advisers Act of 1940,” 15 U.S.C. §§ 80b-3, as an investment adviser and is in compliance with the notice filing requirements of division (B) of this section.
(3) The person has no place of business in this state, and the person’s only clients in this state are any of the following:
(a) Investment companies as defined in the Investment Company Act of 1940;
(b) Other investment advisers;
(c) Licensed dealers;
(d) Banks;
(e) Insurance companies subject to regulation under Title XXXIX of the Revised Code and health insuring corporations regulated under Chapter 1751 of the Revised Code;
(f) Employee benefit plans with assets of not less than one million dollars;
(g) Government agencies or instrumentalities, whether acting for themselves or trustees with investment control;
(h) Other institutional investors as the division may designate by rule.
(4) The person has no place of business in this state, and during the preceding twelve-month period, the person has had not more than five clients, other than those described in division (A)(3) of this section, that are residents of this state.
(5) The person is a charitable organization, as defined in section 3(c)(10) of the “Investment Company Act of 1940,” 54 Stat. 797, 15 U.S.C. §§ 80a-3(c)(10), as amended, or is a trustee, director, officer, employee, or volunteer of such a charitable organization acting within the scope of the person’s employment or duties with such an organization, whose advice, analysis, or reports are provided only to one or more of the following:
(a) Any such charitable organization;
(b) A fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the “Investment Company Act of 1940,” 54 Stat. 797, 15 U.S.C. §§ 80a-3(c)(10)(B), as amended;
(c) A trust or other donative instrument described in section 3(c)(10)(B) of the “Investment Company Act of 1940,” 54 Stat. 797, 15 U.S.C. §§ 80a-3(c)(10)(B), as amended, or the trustees, administrators, settlors and potential settlors, or beneficiaries of any such trust or other instrument.
(6) The person is a plan described in subsection 414(e) of the “Internal Revenue Code of 1986,” 100 Stat. 2085, 26 U.S.C. § 414, as amended, any person or entity eligible to establish and maintain such a plan under Title 26 of the United States Code, or any trustee, director, officer, or employee of or volunteer for any such plan or person, if such person or entity, acting in such capacity, provides investment advice exclusively to, or with respect to, any plan, person, or entity, or any company, account, or fund that is excluded from the definition of an investment company under section 3(c)(14) of the “Investment Company Act of 1940,” 54 Stat. 797, 15 U.S.C. §§ 80a-3(c)(14), as amended.
(B)(1) No person who is registered under section 203 of the “Investment Advisers Act of 1940,” 15 U.S.C. §§ 80b-3, as an investment adviser shall act as an investment adviser, unless the person has done both of the following:
(a) Filed with the division a copy of those documents that have been filed by the investment adviser with the securities and exchange commission as specified in rules adopted by the division;
(b) Paid the notice filing fee specified in division (B) of section 1707.17 of the Revised Code.
(2) Upon compliance with division (B)(1) of this section, the division shall issue to the person an acknowledgment of notice filing.
(3) The notice filing and fee requirements of division (B)(1) of this section do not apply to a person described in division (A)(3), (4), (5), or (6) of this section.