Title 31 — Insurance and Securities.

For the purposes of this chapter, the term: (1) “Accredited investor” shall have the same meaning as in section 2(a)(15) of the Securities Act of 1933, approved May 27, 1933 (48 Stat. 74; 15 U.S.C. § 77b(a)(15)), or any other person that the Securities and Exchange Commission may…

(a) The purpose of this chapter is to protect investors and maintain public confidence in securities markets while avoiding unreasonable burdens on participants in capital markets. This chapter is remedial in nature and is to be broadly construed to effectuate its purposes. (b) T…

(a) No person shall transact business in the District of Columbia (“District”) as a broker-dealer or agent unless the person is licensed or exempt from licensure under this chapter. (b) No broker-dealer or issuer shall employ an agent to represent the broker-dealer or issuer unle…

(a) No person shall transact business in the District as an investment adviser or as an investment adviser representative unless the person is licensed, or exempt from licensure, under this chapter, or the person has no place of business in the District, and: (1) The person’s onl…

(a) A broker-dealer, agent, investment adviser, or investment adviser representative may obtain an initial or renewal license by filing with the Commissioner an application and the consent to service of process required under § 31-5607.06. The application shall contain whatever i…

(a)(1) A licensed broker-dealer shall make and keep such accounts, correspondence, memoranda, papers, books, and other records as the Commissioner may, by rule, require. (2) The authority of the Commissioner to adopt rules under paragraph (1) of this subsection shall be subject t…

(a) A licensed broker-dealer or investment adviser or federal covered adviser shall file an application for the license or a notice filing, as applicable, of a successor, whether or not the successor is then in existence. There shall be no fee for the license or notice filing of …

(a) The Commissioner may, in a manner reasonable under the circumstances, examine, audit, or inspect the books and records, within or without the District, of a licensed broker-dealer, agent, investment adviser, or investment adviser representative as the Commissioner considers n…

(a) The Commissioner may, by order, deny, suspend, or revoke a license if the Commissioner finds that the order is in the public interest and the applicant or licensed person or, in the case of a broker-dealer or investment adviser, a partner, officer, or director, or a person oc…

A determination by the Commissioner that an applicant or licensed person lacks qualification shall be made subject to the following limitations and considerations: (1) The Commissioner may not enter an order against a broker-dealer on the basis of the lack of qualification of a p…

(a) Withdrawal from licensing as a broker-dealer, agent, investment adviser, or investment adviser representative shall be effective 30 days after the receipt by the Commissioner of an application to withdraw or within any shorter period the Commissioner, by order, determines, un…

(a) A Canadian broker-dealer may be licensed under this section if the broker-dealer: (1) Has its principal office located in a province or territory of Canada that provides at least equivalent registration for a broker-dealer that is resident in the United States; (2) Is residen…

The Commissioner may, by rule or order, establish continuing education requirements for investment adviser representatives.

No person shall offer or sell a security in the District unless the security is registered under this chapter, the security or transaction is exempt under § 31-5604.01 or § 31-5604.02, or the security is a federal covered security.

(a) The following securities may be registered by notification, whether or not the securities are also eligible for registration by coordination under § 31-5603.03: (1) A security whose issuer, and any predecessor (by merger, consolidation or acquisition of assets), has been in c…

(a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the security may be registered by coordination. (b) In addition to the information specified in § 31-5603.06(c) and the consent to service of proce…

(a) A security may be registered by qualification. (b) In addition to the information specified in § 31-5603.06(c) and the consent to service of process required under § 31-5607.06, a registration statement under this section shall contain the following information and be accompa…

(a) A face-amount certificate company, an open-end management company, a closed-end management company that is not a federal covered security under section 18(b)(1) of the Securities Act of 1933, or a unit investment trust, as those terms are defined in the Investment Company Act…

(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed under this chapter. (b) A person filing a registration statement shall pay a filing fee in an amount established by rule. If a registr…

(a) The Commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the Commissioner finds the order is in the public interest, and: (1) The registration statement as of its effective date (or any earli…

(a) This section shall apply to a federal covered security that is not otherwise exempt from the requirements of § 31-5603.01 pursuant to § 31-5604.01 or § 31-5604.02. (b) A security that is a federal covered security under section 18(b)(2) of the Securities Act of 1933 may be of…

(a) A registration statement may be withdrawn, at the discretion of the Commissioner, after receipt by the Commissioner of an application to withdraw, unless a revocation or suspension proceeding is pending when the withdrawal application is filed. (b) If a proceeding is pending …

The following securities shall be exempt from the requirements of §§ 31-5603.01, 31-5603.07, and 31-5604.05: (1) A security, including a revenue obligation, issued or guaranteed by the United States; an international agency or corporate or other instrumentality of which the Unite…

The following transactions are exempt from §§ 31-5603.01, 31-5603.07, and 31-5604.05: (1) An isolated nonissuer transaction, whether or not effected through a broker-dealer; (2) A nonissuer transaction by a licensed agent of a licensed broker-dealer, and a resale transaction by a…

The Commissioner may, by rule or order, exempt any other security or transaction or class of securities or transactions from § 31-5603.01, § 31-5603.07, or § 31-5604.05. The Commissioner may, by rule or order, adopt a limited offering transactional exemption that will further the…

(a) The Commissioner may, by order, deny or revoke an exemption specified in § 31-5604.01(7), (8), (10) or (12) or in § 31-5604.02 for any security or transaction. (b) An order issued under this section shall not be retroactive. A person shall not violate § 31-5603.01, § 31-5603.…

The Commissioner may, by rule or order, require the filing of a prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication, whether communicated in printed form, by electronic means, or otherwise, addressed or intended for d…

(a) In furtherance of the policy stated in § 31-5601.02(b), the exemptions under §§ 31-5604.01, 31-5604.02, and 31-5604.03 shall be coordinated with exemptions for securities and transactions under the Securities Act of 1933 so that an offering registered under the Securities Act…

A person shall not: (1) Offer or sell a security except in accordance with this chapter; (2) Deliver to a purchaser a security required to be registered under § 31-5603.01 unless accompanied or preceded by a registration statement that meets the requirements of § 31-5603.02(b), §…

(a) A person shall not: (1) In connection with the rendering of investment advice or in connection with the offer, sale, or purchase of an investment or security, including a security exempt under § 31-5604.01 sold in a transaction exempt under § 31-5604.02, directly or indirectl…

(a) A person shall not, directly or indirectly, in the District: (1) Quote a fictitious price for a security; (2) Effect a transaction in a security which involves no change in the beneficial ownership of the security for the purpose of creating a false or misleading appearance o…

A person shall not make, or cause to be made, in a document filed with the Commissioner or in any proceeding under this chapter, a statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respect.

(a) The filing of an application for a registration or notice filing under subchapter II, the filing of a registration statement or notice filing under subchapter III, or registration of a person or security shall not constitute a finding by the Commissioner that any document fil…

(a) The Commissioner may: (1) Make public or private investigations inside or outside of the District as he considers necessary to determine whether a person has violated, or is about to violate, any provision of this chapter, or any rule or order hereunder, to aid in the enforce…

(a) Whenever the Commissioner determines that a person has engaged, or is about to engage, in an act or practice constituting a violation of any provision of this chapter or any rule or order hereunder, and that immediate action against such person is in the public interest, the …

(a) Whenever it appears to the Commissioner that a person is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order adopted under this chapter, the Commissioner may request the Corporation Counsel to bring an action i…

(a) Any person who violates § 31-5605.01 shall be guilty of a misdemeanor and, upon conviction thereof, shall pay a fine of not more than $1,000, be imprisoned for not more than one year, or both. All prosecutions under this subsection shall be upon information filed in the Super…

(a)(1) A person shall be civilly liable to another person who buys a security if the person: (A) Offers or sells a security in violation of § 31-5602.01, § 31-5603.01, or § 31-5605.05, of a rule or order under § 31-5604.05 which requires the affirmative approval of sales literatu…

This chapter shall be administered by the Commissioner.

The Commissioner or an employee of the Commissioner shall not use for personal gain or benefit information filed with or obtained by the Commissioner which is not public information. The Commissioner or an employee of the Commissioner shall not conduct securities dealings based u…

(a) Except as provided in subsection (b) of this section, information and documents filed with, or obtained by, the Commissioner shall be available for public examination under subchapter II of Chapter 5 of Title 2. (b) The following information and documents shall not constitute…

(a) To encourage uniform interpretation and administration of this chapter and effective securities regulation and enforcement, the Commissioner may cooperate with the securities agencies or administrators of one or more states, Canadian provinces or territories, or another count…

(a) In addition to specific authority otherwise granted by this chapter, the Commissioner: (1) Shall adopt, as a rule, a description of the general course and method of where and how a person may obtain information or make a submission or request; (2) Shall adopt rules of practic…

(a) An applicant for licensure or registration under this chapter, and every issuer that proposes to offer a security in the District through any person acting as an agent, shall file with the Commissioner, in such form as may be prescribed by rule, an irrevocable consent appoint…

(a) The Commissioner shall keep one or more registers of all applications for licensing and registration under this chapter, all notice filings, licenses and registration statements that become effective under this chapter, all disciplinary and enforcement orders issued and repor…

(a) All actions of the Commissioner, including administrative proceedings, adoption of rules, and issuance of orders shall be governed by subchapter I of Chapter 5 of Title 2; provided, that: (1) The issuance of a stop order under § 31-5603.03(e) shall be governed by § 31-5603.03…

(a) The Commissioner may, by rule or order, prescribe acceptable methods for filing applications, forms, notices, prospectuses, registration statements, or other documents with the Department in electronic form. (b) The Commissioner may, by rule or order, prescribe acceptable met…

(a) Sections 31-5602.01, 31-5603.01, 31-5605.01, or 31-5605.02, 31-5605.05, and 31-5606.05 shall apply to a person who sells, or offers to sell, when an offer to sell is made in the District or an offer to purchase is made and accepted in the District. (b) Sections 31-5602.01, 31…

Repealed Repealed.

(a) If a hearing is conducted under the contested case procedure in accordance with § 2-509, a person suffering a legal wrong, or adversely affected or aggrieved, by an order or decision may appeal to the District of Columbia Court of Appeals in accordance with § 2-510. (b) The f…