Affiliate: means a person who directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another person. See Tennessee Code 48-1-102
Agent: means any individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities from, in, or into this state. See Tennessee Code 48-1-102
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Broker-dealer: means any person engaged in the business of effecting transactions in securities for the account of others, or any person engaged in the business of buying or selling securities issued by one (1) or more other persons for such person's own account and as part of a regular business rather than in connection with such person's investment activities. See Tennessee Code 48-1-102
Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
Fraud: Intentional deception resulting in injury to another.
Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
Interest: means either or both of the following rights under the organic law of an unincorporated entity: (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
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, buying, or selling securities, or who for compensation and as a part of a regular business issues or promulgates analyses or reports concerning securities. See Tennessee Code 48-1-102
Investment adviser representative: means any partner, officer, or director of (or person occupying a similar status or performing similar functions) an investment adviser, or other individual, except clerical or ministerial personnel, who is employed by or associated with an investment adviser and does any of the following: (i) Makes any recommendation or otherwise renders advice regarding securities. See Tennessee Code 48-1-102
Investment-related: means any activities connected to any of the following business areas:(A) Securities. See Tennessee Code 48-1-102
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
Person: means a natural person, a sole proprietorship, a corporation, a partnership, an association, a limited liability company, a joint-stock company, a trust, a governmental entity or agency, or any other unincorporated organization. See Tennessee Code 48-1-102
Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
Security: means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, a life settlement investment or any fractional or pooled interest in a life insurance policy or life settlement investment, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease. See Tennessee Code 48-1-102
Service of process: The service of writs or summonses to the appropriate party.
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) A broker-dealer, agent, investment adviser, or investment adviser representative may obtain an initial or renewal registration by filing with the commissioner or the commissioner’s designee an application, together with a consent to service of process pursuant to § 48-1-124(e), and by paying any reasonable costs charged by the designee for processing such filings.(2) The application shall be on such form and contain such information as the commissioner by rule requires concerning such matters as:
(A) The applicant’s form and place of organization;(B) The applicant’s proposed method of doing business;(C) The qualifications and business history of the applicant and, if appropriate, the qualifications and business history of any affiliate, partner, officer, director, or any person occupying a similar status or performing similar functions for the applicant;(D) Any injunction or administrative order or conviction of a misdemeanor involving a security or any aspect of the securities business and any conviction of a felony; and(E) The applicant’s financial condition and history.(3) The commissioner may by rule require an applicant for initial registration to publish an announcement of the application in one (1) or more specified newspapers published in this state.(4) If no denial order is in effect and no proceeding is pending under § 48-1-112, such registration becomes effective at twelve o’clock (12:00) noon, central time, of the thirtieth day after a completed application is filed. The commissioner may by rule or order specify an earlier effective date, and may by order defer the effective date until twelve o’clock (12:00) noon, central time, of the thirtieth day after the filing of any amendment.(5) Registration of a broker-dealer automatically constitutes registration of any partner, officer, or director of the broker-dealer, or a person occupying a similar status or performing similar functions.(b) Every applicant for initial or renewal registration shall pay a nonrefundable filing fee of two hundred dollars ($200) in the case of a broker-dealer, fifty dollars ($50.00) in the case of an agent, two hundred dollars ($200) in the case of an investment adviser, and fifty dollars ($50.00) in the case of an investment adviser representative.(c) A registered broker-dealer or investment adviser may file an application for registration of a successor, whether or not the successor is then in existence, for the unexpired portion of the year. There shall be no filing fee for the registration of any successor.(d) The commissioner may by rule require a minimum net capital for registered broker-dealers and investment advisers.(e) The commissioner may by rule require registered broker-dealers, agents, investment advisers, and investment adviser representatives to post surety bonds in amounts up to ten thousand dollars ($10,000), or reasonable fidelity bonds, and may determine their conditions. Any appropriate deposit of cash or securities shall be accepted in lieu of any surety bond so required. No surety bond may be required of any registrant whose net capital, which may be defined by rule, exceeds one hundred thousand dollars ($100,000). Every surety bond shall provide coverage of any suit thereon by any person who has a cause of action under § 48-1-122 and, if the commissioner by rule requires, by any person who has a cause of action not arising under this part. No suit may be maintained to enforce any liability on any bond unless brought within two (2) years after the sale or other act upon which such suit is based.(f)(1) Any person who is included in the definition of “issuer” by virtue of § 48-1-102(15)(A)(iii) shall register as an issuer-dealer unless either:
(A) Such person sells less than one hundred thousand dollars ($100,000) per year in undivided fractional interests in oil, gas, or other mineral interests in any twelve-month period; or(B) Such person contributes money or services for lease acquisition and drilling or mining activities on property covered by the undivided fractional interests in proportion to the person’s interest in the proceeds from such activities on the same basis as all purchasers of undivided fractional interests. For purposes of this subdivision (f)(1)(B), services shall be valued at the fair market value of similar services and at competitive rates, and such value shall be established prior to the sale of any interests.(2) An issuer-dealer is not deemed to be a “broker-dealer” and is not subject to regulation other than as provided by this subsection (f) and rules permitted hereby so long as its securities business is restricted to the sale of undivided fractional interests.(3) The commissioner shall by rule provide the forms for application and renewal as an issuer-dealer, the term of the registration, and fees for initial application and renewal which shall not exceed those provided by subsection (b) for broker-dealers.(4) To determine eligibility for registration, the commissioner may require by rule:
(A)Evidence of the qualifications and business history of the applicant and, if appropriate, the qualifications and business history of an affiliate, partner, officer, director, or other person occupying a similar status or performing similar functions for the applicant;(B) Evidence of the applicant’s injunctions, administrative orders, or misdemeanor convictions involving a security or an aspect of the securities business, if any, and the applicant’s felony convictions, if any; and(C) Evidence of the applicant’s financial condition and history.(5) Registration as an issuer-dealer becomes effective at twelve o’clock (12:00) noon, central time, of the thirtieth day after the department receives the completed application and the appropriate fee, if any, unless the department institutes a denial proceeding or grants an earlier effective date by order of the commissioner. The department may deny, revoke, or suspend the registration if the action is in the public interest and if the applicant or an affiliate, partner, officer, director, or other person occupying a similar status or performing similar functions:
(A) Has filed a registration application that included an untrue or misleading statement of a material fact;(B) Has been convicted within the past ten (10) years of a misdemeanor involving an aspect of the securities business or an investment-related business, or a felony;(C) Is permanently or temporarily enjoined by a court of competent jurisdiction from engaging in or continuing a conduct or practice involving an aspect of the securities business or an investment-related business; or(D) Is the subject of an order entered within the past ten (10) years by an agency having regulatory authority with respect to the securities business or investment-related business, denying, revoking, or suspending a registration as a broker-dealer, agent, investment adviser, investment adviser representative, issuer-dealer, or the substantial equivalent of those terms as defined or described in this part, or ordering the person to cease and desist from continuing a conduct or practice involving an investment-related transaction based on fraud, deceit, or misrepresentation, or applicable law similar to § 48-1-121(a) and (b).
