Hawaii Administrative Code

Except as otherwise provided by law, the following official forms shall be filed with the division: (1) X-1 Application for reservation of name; (2) T-1 Application for registration of trade name; (3) T-2 Application for registration of trademark; (4) T-3 Application for registra…

Notes Haw. Code R. § 16-36-12.5 R 3/28/00

Notes Haw. Code R. § 16-36-6 R 2/6/88

All domestic and foreign limited liability partnerships shall deliver for filing the first annual report as of the anniversary date in which the limited liability partnership registered within the time periods prescribed in section 16-36-11.10. Notes Haw. Code R. § 16-36-11.7 [Ef…

Notes Haw. Code R. § 16-36-8 R 2/6/88

All domestic and foreign limited liability companies shall deliver for filing the first annual report as of the anniversary date in which the limited liability company registered within the time periods prescribed in section 16-36-11.10. Notes Haw. Code R. § 16-36-11.9 [Eff and c…

Unless the context indicates otherwise, as used in these rules: "Bona fide wholesale transaction" means that in any determination as to whether a marketing plan or system of a manufacturer, licensor, or franchisor is a bona fide wholesale transaction or a series thereof, the dire…

The following forms have been adopted for use (typewritten or photocopied reproductions of the listed forms shall be accepted): (1) FR-1 Application for filing of franchise offering circular; and (2) FR-2 Consent to service of process. Notes Haw. Code R. § 16-37-2 [Eff. 1/1/75; a…

(a) Subfranchisor offering circular. When a person filing an offering circular is a subfranchisor, the circular shall also include the same information concerning the subfranchisor as is required from the franchisor. (b) Financial statements. (1) Financial statements required to …

(a) The purpose of the offering circular is to inform prospective franchisees and subfranchisors. Accordingly, the information set forth in the circular shall be presented in a clear, concise fashion that will be readily understandable. (1) All information contained in the offeri…

(a) The director may order the impoundment of franchise fees if the director finds that such requirement is appropriate to protect the prospective franchisee. (b) Operation of impoundment. When an impoundment is imposed in connection with the filing of an offering circular, one h…

Fees in the following amounts must accompany each application for filing of the offering circular or amendment thereof: (1) Application - $50. (2) Amendment - $50. Notes Haw. Code R. § 16-37-6 [Eff. 1/1/75; am 3/30/79; am and ren § 16-37-6, 7/30/81] (Auth: HRS § 482E-8) (Imp: HRS…

Every franchisor or subfranchisor shall make and keep current the following books and records relating to its business: (1) Record of original entry containing the sale of franchise, to whom sold, the aggregate price, the amount paid down, and the installment payments, if any. (2…

Where applicable, every franchisor or subfranchisor shall annually, on or before ninety days after the end of its fiscal year, file a report with the director showing: (1) Number of franchises sold during the fiscal year. (2) Dollar amount of the proceeds derived therefrom. Notes…

Financial statements as required hereunder shall be prepared, audited, and certified by independent certified public accountants or licensed independent public accountants in accordance with generally accepted accounting procedures and practices, applied on a consistent basis. If…

The information required shall be as prescribed in the application form together with other information as the commissioner may prescribe. Notes Haw. Code R. § 16-38-10 [Eff 6/4/70; am and ren § 16-38-10, 7/30/81; am and comp 10/12/85; comp 4/14/03] (Auth: HRS § 485-2) (Imp: HRS …

The commissioner shall look with disfavor and reject any application for registration of securities as being fraudulent or working or tending to work a fraud upon the purchaser, or may find that the enterprise or business of the issuer is based on unsound business principles, unl…

Notes Haw. Code R. § 16-38-12 R 10/12/85

When an application for the registration of securities has been declared effective by the commissioner, it shall be designated as a registration statement, and the offering may be commenced upon the issuance of a certificate of registration or notification of effectiveness. A reg…

Every issuer selling its own securities in an intrastate offering, at or before completion of a transaction, shall give or send to each customer written confirmation, retaining copies thereof, concerning all sales of securities, and disclosing the: (1) Date the transaction occurr…

If prior to or during the period of effectiveness any statement, document, or information contained in the registration statement or prospectus becomes materially inaccurate, incorrect, or misleading, or in the light of changes in circumstances, addendums are made necessary in or…

A registration statement may be renewed not less than fifteen days prior to the expiration date by filing a new prospectus containing information of a date not more than ninety days prior to the date of filing, together with the renewal fee of $250. The front cover shall show the…

(a) A request for withdrawal of a registration statement may be made before or after its effectiveness by written notification; provided that no request shall be granted during the pending of a stop order proceeding under section 485-13, HRS, unless the commissioner finds that th…

(a) Except as otherwise provided in this section, any written advertising, recording, or radio or television announcements, broadcast or commercial to be used in connection with the sale of securities in Hawaii shall be filed with the commissioner at least two days prior to its p…

A copy of all financial reports sent or intended to be sent to security holders by an issuer of securities that is registered under chapter 485, HRS, shall be filed with the commissioner so long as the issuer's registration statement is in effect. Notes Haw. Code R. § 16-38-19 [E…

Compensation to dealers in connection with the sale and promotion of a public offering, including selling expenses and allowances or reimbursement for items as salaries, overrides, salesperson's commissions, clerical, administrative, printing, postage, advertising, and all other …

The surety of any bond issued under chapter 485, HRS, or this chapter may cancel the bond by giving sixty days' notice in writing to the commissioner, and shall thereafter be relieved of any liability for any breach of condition occurring after the effective date of cancellation.…

(a) Nothing in this subchapter shall relieve, or be construed as in any way relieving, issuers or persons acting on their behalf from providing disclosure to prospective investors adequate to satisfy the anti-fraud provisions of chapter 485, HRS. (b) In view of the objective of t…

(a) For purposes of section 485-6(8), HRS, which provides an exemption for sales to the banks and institutions listed in that section, the term "institutional buyer" shall include any organization within the scope of section 501(c)(3) of the Code. (b) Any offer or sale of securit…

(a) The issuer shall file with the commissioner a signed copy of Form D (17 CFR section 230.500), not later than fifteen days after the first sale is made in this State. (b) An executed consent to service of process and corporate resolution, if the issuer is a corporation, shall …

(a) Any person who is disqualified from using any provision of Regulation D, 17 CFR section 230, of the Securities Act by the SEC shall not qualify for any of the exemptions under this subchapter. (b) No exemption under this subchapter shall be used if any person or parties of in…

Neither the issuer nor any person or party acting on behalf of the issuer shall offer or sell the securities by any form of general solicitation or general advertising, directly or indirectly, including but not limited to the following: (1) Any advertisement, article, notice, or …

A separate sale of securities within or without this State shall be included as part of the same offering if, after considering the following elements, the particular facts and circumstances indicate the sale to be part of the same offering. The elements to be considered are whet…

All expenses of the issues with regard to the securities registered under this subchapter, including but not limited to expenses relating to sales, management fees, acquisition of real or personal property, entertainment, commissions, salaries, and cost of preparation of the offe…

(a) An escrow shall be established where, because of the nature of the intended use of the funds or the nature of the project or business plan, a minimum amount of funds shall be raised in order that the project can get underway with a reasonable chance of success even if no furt…

The filing fee for any exemption granted under this subchapter shall be $200, all of which shall be deposited into the compliance resolution fund. Notes Haw. Code R. § 16-38-29 [Eff and comp 10/12/85; am and comp 4/14/03] (Auth: HRS §§ 485-2, 26-9) (Imp: HRS §§ 485-2, 485-6)…

(a) If an issuer: (1) Is in the promotional, exploratory, or development stage; (2) Has been organized within three years prior to the date of filing the application for registration of securities; (3) Has issued any equity securities of or substantially of the same class as thos…

(a) A person, corporation, partnership, or other unincorporated association may be registered as an investment adviser under chapter 485, HRS, if the commissioner finds that the applicant is of good repute and otherwise satisfies the requirements of chapter 485, HRS, and this cha…

(a) An applicant, if a natural person, shall have attained the age of eighteen years. (b) A partner, officer, representative, or employee of a registered investment adviser may render investment advisory services only if the person meets all the requirements of and has been duly …

(a) An application for registration shall be filed on Form ADV, which shall be filed with the commissioner directly or through the IARD and shall contain the information requested therein concerning the applicant's identification, qualification, business association, history, exp…

(a) Every registered investment adviser shall file an annual report within ninety days following the end of the investment adviser's fiscal year as follows: (1) An adviser that maintains its principal place of business in this State shall file a balance sheet certified by an inde…

(a) Examination requirements. Except as otherwise provided in this chapter, an individual applying to be registered as an investment adviser shall provide the commissioner with proof of obtaining a passing score on one of the following examinations: (1) The Uniform Investment Adv…

Unless waived by the commissioner, every investment adviser that is registered or required to be registered under chapter 485, HRS, shall, in accordance with the provisions of this section, furnish each advisory client and prospective advisory client with a written disclosure sta…

(a) Upon approval of the application by the commissioner, a certificate of registration shall be issued certifying that the investment adviser is authorized to engage in the investment advisory business in this State. (b) Every registrant shall immediately notify the commissioner…

Options and warrants and other acquisitions or conversion rights granted to or reserved for officers, directors, promoters, or insiders shall be fully justified, reasonable in number and method of exercise, and meet the following requirements: (1) A complete explanation for the b…

(a) All registrations shall automatically expire on December 31 of each year (unless sooner terminated) and shall be renewed as provided in this section. An investment adviser shall be responsible for renewing the registration of its investment adviser representatives at the time…

(a) Every investment adviser registered or required to be registered under chapter 485, HRS, and this chapter shall make and keep true, accurate, and current the following books, ledgers, and records: (1) A journal or journals, including cash receipts and disbursements records, a…