2016 Delaware Code
Title 6 - Commerce and Trade
CHAPTER 73. SECURITIES ACT
Subchapter III Provisions Relating to Broker-Dealers, Broker-Dealer Agents, Issuer Agents, Investment Advisers, Federal Covered Advisers, and Investment Adviser Representatives
§ 73-302. Registration and notice filing procedure for broker-dealers, agents, investment advisers, federal covered advisers and investment adviser representatives.

(a) A broker-dealer, agent, investment adviser or investment adviser representative may obtain an initial registration by filing with the Director or the Director's designee an application together with a consent to service of process pursuant to § 73-702 of this title. The application shall contain whatever information the Director by rule requires concerning such matters as:

(1) The applicant's form and place of organization;

(2) The applicant's proposed method of doing business;

(3) The qualifications and business history of the applicant; in the case of the broker-dealer or investment adviser, the qualifications and business history of any partner, officer or director, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser;

(4) 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;

(5) Subject to the limitations of § 15 of the Securities Exchange Act of 1934 [15 U.S.C. § 78o] and § 222 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-18a], the applicant's financial condition and history; and

(6) any information to be furnished or disseminated to any client or prospective client, if the applicant is an investment adviser.

The Director may by rule or order require an applicant for initial registration to publish an announcement of the application in 1 or more specified newspapers published in this State. If no denial order is in effect and no proceeding is pending under § 73-304 of this title, registration becomes effective at noon of the thirtieth day after a complete application is filed. The Director may by rule or order specify an earlier effective date, and may by order defer the effective date until noon of the thirtieth day after the filing of any amendment.

(b) When an agent begins or terminates a connection with a broker-dealer or issuer, or begins or terminates those activities which make said person an agent, the agent as well as the broker-dealer or issuer shall promptly notify the Director. Every registration of an agent expires when the agent terminates the agent's connection with a broker-dealer or issuer, though the person may still be subject to disciplinary action by the Director under § 73-304(e) of this title. When such an agent begins a connection with another broker-dealer or another issuer, the agent shall file an application for initial registration as provided in subsection (a) of this section and shall pay a filing fee prescribed by subsection (l) of this section. Unless the Director takes action under § 73-303 or § 73-304 of this title, the agent's registration shall become effective 30 days after receipt of a complete application by the Director (or by the Director's designee) and shall continue in effect until it expires under the provisions of subsection (e) of this section, or under the provisions of this subsection, whichever would earlier occur. The Director shall be empowered to waive the 30-day period at the Director's discretion.

(c) When an investment adviser representative begins or terminates employment with an investment adviser, the investment adviser representative as well as the investment adviser shall promptly notify the Director. Every registration of an investment adviser representative expires when the investment adviser representative terminates the investment adviser's connection with an investment adviser, though the person may still be subject to disciplinary action by the Director under § 73-304(e) of this title. When such an investment adviser representative begins a connection with another investment adviser or federal covered adviser, the representative shall, unless exempt from registration, file an application for initial registration as provided in subsection (a) of this section and shall pay a filing fee prescribed by subsection (l) of this section. Unless the Director takes action under § 73-303 or § 73-304 of this title, the said investment adviser representative registration shall become effective 30 days after receipt of a complete application by the Director (or by the Director's designee) and shall continue in effect until it expires under the provisions of subsection (e) of this section, or under the provisions of this subsection, whichever would earlier occur. The Director shall be empowered to waive the 30-day period at the Director's discretion.

(d) When an investment adviser representative for a federal covered adviser begins or terminates employment with the federal covered adviser, the investment adviser representative shall promptly notify the Director. Every registration of such an investment adviser representative expires when the investment adviser representative terminates his or her connection with the federal covered adviser, though the person may still be subject to disciplinary action by the Director under § 73-304(e) of this title. When such an investment adviser representative begins a connection with another federal covered adviser or investment adviser, the representative shall, unless exempt from registration, file an application for initial registration as provided in subsection (a) of this section and shall pay a filing fee prescribed by subsection (l) of this section. Unless the Director takes action under § 73-303 or § 73-304 of this title, the said investment adviser representative registration shall become effective 30 days after the receipt of a complete application by the Director (or by the Director's designee) and shall continue in effect until it expires under the provisions of subsection (e) of this section, or under the provisions of this subsection, whichever would earlier occur. The Director shall be empowered to waive the 30-day period at the Director's discretion.

(e) Every registration or notice filing under this section expires December 31 unless renewed.

(f) A broker-dealer or investment adviser may obtain a renewal registration by filing with the Director an application containing whatever information the Director by rule requires to keep current the information contained in the application for initial registration. A broker-dealer, investment adviser or issuer may obtain a renewal registration for the agents or investment adviser representatives associated with it by filing with the Director an application containing the names of the agents or investment adviser representatives associated with it and a certification that, to the best knowledge, information and belief of such broker-dealer, investment adviser or issuer, there has been no change in the information contained in such agent's or investment adviser representative's application for registration then currently in effect, or if there has been any change, specifying the same. Every application for renewal registration shall become effective on the date it is received by the Director or upon the expiration of the previous registration, whichever date is later.

(g) Except with respect to federal covered advisers whose only clients are those described in § 73-301(c)(2) of this title, a federal covered adviser shall file with the Director, prior to acting as a federal covered adviser in this State, such documents as have been filed with the Securities and Exchange Commission as the Director, by rule or order, may require.

(h) A notice filing under this section expires on December 31 (unless renewed) and may be renewed by filing prior to its expiration such documents as have been filed with the Securities and Exchange Commission as required by the Director, along with a renewal fee.

(i) A federal covered adviser may terminate a notice filing by providing the Director notice of such termination, which shall be effective upon receipt by the Director.

(j) The Director, by rule or order, may waive any or all of the provisions of this section.

(k) The Director may suspend the investment advisory activities in this State of any federal covered adviser that fails to comply with the requirements of this section.

(l) Fees. —

(1) Broker-dealers and agents. — Every applicant for initial or renewal registration as a broker-dealer shall pay a filing fee of $300 and every applicant for initial, transfer or renewal registration as an agent shall pay a registration fee of $65.

(2) Investment advisers and investment adviser representatives. — Every applicant for initial or renewal registration as an investment adviser who is subject to registration under this chapter shall pay a filing fee of $300, and every applicant for initial, transfer or renewal registration as an investment adviser representative who is subject to registration under this chapter shall pay a registration fee of $65.

(3) Federal covered advisers. — Every person acting as a federal covered adviser in this State shall pay an initial and renewal notice filing fee of $300.

(m) 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.

(n) The Director may, by rule or order, require a minimum capital for registered broker-dealers, subject to the limitations of § 15 of the Securities Exchange Act of 1934 [15 U.S.C. § 78o], and establish minimum financial requirements for investment advisers, subject to the limitations of § 222 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-18a], which may include different requirements for those investment advisers who maintain custody of clients' funds or securities or who have discretionary authority over same and those investment advisers who do not.

(o) The Director may, by rule or order, require registered broker-dealers, agents and investment advisers who have custody of or discretionary authority over client funds or securities, to post bonds in amounts as the Director may prescribe, subject to the limitations of § 15 of the Securities Exchange Act of 1934 [15 U.S.C. § 78o] (for broker-dealers) and § 222 of the Investment Advisers Act of 1940 [15 U.S.C. § 80b-18a] (for investment advisers), and may determine their conditions. Any appropriate deposit of cash or securities shall be accepted in lieu of any bond so required. No bond may be required of any registrant whose net capital, or, in the case of an investment adviser, whose minimum financial requirements, which may be defined by rule, exceeds the amounts required by the Director. Every bond shall provide for suit thereon by any person who has a cause of action under § 73-605 of this title and, if the Director by rule or order requires, by any person who has a cause of action not arising under this chapter. Every bond shall provide that no suit may be maintained to enforce any liability on the bond unless brought within the time limitations of § 73-605(e) of this title.

6 Del. C. 1953, § 7314; 59 Del. Laws, c. 208, § 1; 65 Del. Laws, c. 220, §§ 1-3; 67 Del. Laws, c. 274, §§ 3-5; 68 Del. Laws, c. 181, §§ 4, 15, 28; 70 Del. Laws, c. 186, § 1; 71 Del. Laws, c. 162, § 16; 78 Del. Laws, c. 175, §§ 49-68, 99, 118; 79 Del. Laws, c. 182, § 3.;