Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

1. Notice filing requirement. Except with respect to a federal covered investment adviser described in subsection 2 , it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered inve…

1. Application for initial registration. A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with section 502.611 , and paying the fee specified in secti…

1. Succession. A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration…

1. Notice of termination. If an agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser …

1. Withdrawal of registration. Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or o…

1. Broker-dealers. A person shall pay a fee of two hundred dollars when initially filing an application for registration as a broker-dealer and a fee of two hundred dollars when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, …

1. Financial requirements. Subject to section 15(h) of the Securities Exchange Act of 1934, 15 U.S.C. §78o(h), or section 222 of the Investment Advisers Act of 1940, 15 U.S.C. §80b-22, a rule adopted or order issued under this chapter may establish minimum financial requirements …

1. Disciplinary conditions — applicants. If the administrator finds that the order is in the public interest and subsection 4 authorizes the action, an order issued under this chapter may deny an application, or may condition or limit registration of an applicant to be a broker-d…

It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly: 1. To employ a device, scheme, or artifice to defraud; 2. To make an untrue statement of a material fact or to omit to state a material fact necessary in order to m…

A broker-dealer or agent shall not effect a transaction in, or induce or attempt to induce the purchase or sale of, any security in this state by means of any manipulative, deceptive, or other fraudulent scheme, device, or contrivance, fictitious quotation, or in violation of thi…

1. Fraud in providing investment advice. It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or th…

1. Civil. In a civil action or administrative proceeding under this chapter , a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim. 2. Criminal. In a criminal proceeding under this chapter , a person claiming a…

1. Filing requirement. Except as otherwise provided in subsection 2 , a rule adopted or order issued under this chapter may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or …

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this chapter , a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or,…

1. Certain representations not allowed. The filing of an application for registration, a registration statement, a notice filing under this chapter , the registration of a person, the notice filing by a person, or the registration of a security under this chapter does not constit…

It is unlawful for any person to make or cause to be made, in any public report or press release, or in other information which is either made generally available to the public or used in opposition to a tender offer, any statement of a material fact relating to a target company …

A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating…

1. Criminal penalties. a. Except as provided in paragraph “b” , a person who willfully violates any provision of this chapter , or any rule adopted or order issued under this chapter , is guilty of a class “D” felony. b. A person who willfully violates section 502.501 or section …

1. Securities Litigation Uniform Standards Act. Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998. 2. Liability of seller to purchaser. A person is liable to the purchaser if the person sells a security in viol…

A purchaser, seller, or recipient of investment advice may not maintain an action under section 502.509 if all of the following apply: 1. The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted, any of the following: a. An of…

1. An investment adviser authorized to do business in this state under this chapter , including as provided in section 502.403 , or an investment adviser representative authorized to do business in this state under this chapter , including as provided in section 502.404 , may pet…

1. Administration. This chapter shall be administered by the commissioner of insurance of this state. The administrator shall appoint a deputy administrator who shall be exempt from the merit system provisions of chapter 8A, subchapter IV . The deputy administrator is the princip…

1. Authority to investigate. The administrator may do any of the following: a. Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violated, is violating, or is about…

1. Civil action instituted by administrator. If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or tha…

1. Issuance of an order or notice. If the administrator determines that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this chapter or a rule adopted or order issued under this chapter or that a pers…

The administrator or the administrator’s designee, when carrying out the provisions of section 502.603 or 502.604 , may develop, share, and receive information related to any law enforcement purpose, including any criminal investigation. An insurance fraud bureau investigator sha…

1. Issuance and adoption of forms, orders, and rules. Pursuant to chapter 17A , the administrator may do any of the following: a. Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this chapter and may repeal rule…

1. Public register of filings. The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, an…

1. Presumption of public records. Except as otherwise provided in subsection 2 , records obtained by the administrator or filed under this chapter , including a record contained in or filed with a registration statement, application, notice filing, or report, are public records a…

1. Objective of uniformity. The administrator shall, in its discretion, cooperate, coordinate, consult, and, subject to section 502.607 , share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction…

A final order issued by the administrator under this chapter is subject to judicial review in accordance with chapter 17A . [SS15, §1920-u5; C24, 27, §8534, 8535; C31, 35, §8581-c9; C39, § 8581.09; C46, 50, 54, 58, 62, 66, 71, 73, 75, §502.9; C77, 79, 81, §502.609 ] 91 Acts, ch 4…

1. Sales and offers to sell. Sections 502.301 , 502.302 , section 502.401, subsection 1 , section 502.402, subsection 1 , section 502.403, subsection 1 , section 502.404, subsection 1 , and sections 502.501 , 502.506 , 502.509 , and 502.510 do not apply to a person that sells or …

1. Signed consent to service of process. A consent to service of process required by this chapter must be signed and filed in the form required by a rule or order under this chapter . A consent appointing the administrator as a person’s agent for service of process in a noncrimin…

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provision…

1. A joint investment trust organized pursuant to chapter 28E for the purposes of joint investment of public funds is subject to the jurisdiction and authority of the administrator, including all requirements of this chapter , except the registration provisions of sections 502.30…

For purposes of this article, unless the context otherwise requires: 1. “Eligible adult” means any of the following: a. A person sixty-five years of age or older. b. A dependent adult as defined in section 235B.2 . 2. “Financial exploitation” means any act or omission taken by a …

If a broker-dealer, investment adviser, or qualified individual reasonably believes financial exploitation of an eligible adult has occurred, has been attempted, or is being attempted, the broker-dealer, investment adviser, or qualified individual may promptly notify the administ…

A broker-dealer, investment adviser, or qualified individual who, acting reasonably and in good faith, makes a disclosure of information to the administrator pursuant to this article shall be immune from administrative or civil liability that might otherwise arise from such discl…

1. If a broker-dealer, investment adviser, or qualified individual reasonably believes financial exploitation of an eligible adult has occurred, has been attempted, or is being attempted, the broker-dealer, investment adviser, or qualified individual may notify a permissible thir…

A broker-dealer, investment adviser, or qualified individual who, acting reasonably and in good faith, complies with section 502.804 shall be immune from any administrative or civil liability that might otherwise arise from such disclosure. 2021 Acts, ch 137, §7

1. If a broker-dealer, investment adviser, or qualified individual reasonably believes a disbursement or transaction will likely result in or contribute to the financial exploitation of an eligible adult, the broker-dealer, investment adviser, or qualified individual shall initia…

A broker-dealer or investment adviser who, acting reasonably and in good faith, complies with section 502.806 shall be immune from any administrative or civil liability that might otherwise arise from such delay in a disbursement or transaction. 2021 Acts, ch 137, §9

1. A broker-dealer or investment adviser shall provide to its qualified individuals training appropriate to the job responsibilities of a qualified individual. The training shall include all of the following: a. Instruction on how to identify the suspected or attempted exploitati…

A broker-dealer or investment adviser shall provide access to or copies of records that are relevant to the suspected or attempted financial exploitation of an eligible adult to the administrator, either as part of a notification to the administrator pursuant to section 502.802 ,…

Annually, on or before January 15 of each year, the insurance division shall submit a report to the governor and the general assembly concerning the notifications the insurance division received related to the potential financial exploitation of eligible adults, and the insurance…

For purposes of this chapter , unless the context otherwise requires: 1. “Administrator” means the administrator of the securities and regulated industries bureau of the insurance division of the department of insurance and financial services. 2. “Board of trade” means a person o…