Montana Administrative Code

6.10.128 PURPOSE AND SCOPE (IS HEREBY REPEALED) Authorizing statute(s): 30-10-107, MCA Implementing statute(s): 30-10-105, MCA History: NEW, 1992 MAR p. 1006, Eff. 5/15/92; REP, 1996 MAR p. 1133, Eff. 4/26/96.

6.10.129 AUTHORITY (IS HEREBY REPEALED) Authorizing statute(s): 30-10-107, MCA Implementing statute(s): 30-10-105, MCA History: NEW, 1992 MAR p. 1006, Eff. 5/15/92; REP, 1996 MAR p. 1133, Eff. 4/26/96.

6.10.133 INTERNET Pursuant to 30-10-105(15) , MCA, offers of securities made by, or on behalf of, issuers on or through the internet or similar proprietary or common carrier electronic system, shall be exempt from 30-10-201 through 30-10-207, MCA, if the following conditions are …

6.10.150 INCORPORATION BY REFERENCE CONSENTS TO SERVICE OF PROCESS PREVIOUSLY FILED For purposes of consents to service of process required to be filed pursuant to 30-10-201 and 30-10-211, MCA, or the rules promulgated thereunder, a broker-dealer, agent, federal covered adviser, …

6.10.201 SALES MATERIALS Except as provided in (3), (4), (5), and (6) of this rule, sales material to be used in connection with the offer or sale of securities to persons in this state must be filed with the commissioner at least ten days prior to being used in this state. The c…

6.10.202 PROMOTIONAL SECURITIES--ESCROW The commissioner may require that promotional securities be placed in escrow with a financial institution approved by the commissioner for a period of 2 years from the date that the registration becomes effective, or for such other period, …

6.10.203 PROMOTIONAL SECURITIES--REQUIRED WAIVERS Each promotional security must contain a provision waiving dividend rights and rights of participation, in the distribution of assets in the event of liquidation or dissolution, in favor of shareholders who paid cash or its equiva…

6.10.205 NOTICE OF TERMINATION OF OFFERING--CHANGE OF OFFICERS An issuer that has completed, discontinued, or terminated the sale of securities registered with the commissioner shall annually while registered and upon completion, discontinuance, or termination of the sale of regi…

6.10.206 STOCK SUBSCRIPTION AGREEMENT--NO DEFAULT OR PENALTY PROVISION A stock purchase agreement or stock subscription agreement may not contain a default or penalty provision. Authorizing statute(s): 30-10-107, MCA Implementing statute(s): 30-10-105, 30-10-107, MCA History: EME…

6.10.207 WARRANTS AND OPTIONS The commissioner will consider the granting of warrants or options, to persons other than purchasers of securities, as grounds for denial of an application for registration, with the exception of: options to management in the nature of restricted opt…

6.10.208 NOTICE FILINGS FOR OFFERINGS OF INVESTMENT COMPANY SECURITIES A notice filing for a security that is a federal covered security under 18(b)(2) of the Securities Act of 1933 shall consist of the fees required under 30-10-209, MCA, a Form U-2, uniform consent to service of…

6.10.209 NOTICE FILINGS FOR OFFERINGS OF FEDERAL COVERED SECURITIES UNDER 18(b)(3) OR (4) OF THE SECURITIES ACT OF 1933 Except as provided in (3), a notice filing for a security that is a federal covered security under 18(b)(3) or (4) of the Securities Act of 1933 shall consist o…

6.10.210 NOTICE FILING PROCEDURES FOR RULE 506 OFFERINGS An issuer offering a security that is a covered security under 18(b)(4)(D) of the Securities Act of 1933 shall file a notice on Form D (17 CFR 239.500), and pay the fee required by 30-10-209(1)(a) and (1)(c), MCA, no later …

6.10.211 NOTICE FILING RULE FOR REGULATION A-TIER 2 OFFERINGS An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A shall submit the following at least 21 days prior to the initial sale in this state: a completed …

6.10.301 MONTANA LIMITED OFFERING EXEMPTION By the authority delegated to the commissioner in 30-10-105, MCA, an offer or sale of securities offered or sold in compliance with Securities Act of 1933, Regulation D, Rules 230.501 through 230.503 and 230.505 (17 CFR 230.501, 230.502…

6.10.302 FOREIGN SAVINGS AND LOAN ASSOCIATION EXEMPTION By authority delegated to the commissioner in 30-10-105, MCA, a transaction in a security issued by and representing an interest in or a debt of or guaranteed by a savings and loan association or a building and loan or simil…

6.10.303 SECOND TIER LIMITED OFFERING EXEMPTION Pursuant to 30-10-105(8)(b), MCA, securities offered or sold in accordance with all the conditions set forth in this rule are exempt from the requirements of 30-10-201 through 30-10-207, MCA. This exemption may be cited as the "seco…

6.10.305 FOREIGN SECURITY EXEMPTION Securities offered or sold in compliance with the following conditions are exempt from the registration requirements of 30-10-202 through 30-10-207, MCA: A nonissuer transaction, by or through a registered broker-dealer, in an outstanding secur…

6.10.306 TRANSACTIONAL EXEMPTIONS FOR COOPERATIVE ASSOCIATIONS A cooperative association organized under another state's laws that are substantially the same as the provisions of Title 35, chapter 15, MCA, is entitled to a transactional exemption from the registration requirement…

6.10.307 FILINGS REQUIREMENT FOR TRANSACTIONAL EXEMPTION PURSUANT TO 30-10-105(15), MCA A request for a transactional exemption pursuant to 30-10-105(15), MCA, shall include: a letter of request explaining why an exemption would serve the purposes of 30-10-102, MCA; a U-2 consent…

6.10.308 MERGER AND ACQUISITION BROKER EXEMPTION In this rule: "Control" means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. There is a presumption of control for any perso…

6.10.309 PRIVATE FUND INVESTMENT ADVISOR REGISTRATION EXEMPTION For purposes of this rule, the following definitions apply: "Beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise enjoys the ben…

6.10.401 FRAUDULENT AND UNETHICAL PRACTICES PROHIBITED BY BROKER-DEALERS AND SALESMEN For purposes of 30-10-201 and 30-10-301, MCA, fraudulent and unethical practices means, but is not limited to: engaging in a pattern of unreasonable and unjustifiable delays in either or both th…

6.10.402 FRAUDULENT AND UNETHICAL PRACTICES PROHIBITED BY INVESTMENT ADVISERS, INVESTMENT ADVISER REPRESENTATIVES, AND FEDERAL COVERED ADVISERS A person who is a federal covered adviser, investment adviser, or an investment adviser representative is a fiduciary and has a duty to …

6.10.403 SANCTIONS AGAINST FRAUDULENT FOREIGN SECURITIES AND THEIR DEALERS The commissioner may by order revoke or suspend any foreign security exemption with respect to any such security or the use of such exemption by any dealer if he finds that the further sale in this state o…

6.10.501 REGISTRATION AND EXAMINATION - SECURITIES SALESPERSON, INVESTMENT ADVISER REPRESENTATIVES, BROKER-DEALERS, AND INVESTMENT ADVISERS To become registered in this state as a securities salesperson or an investment adviser representative, the individual applicant shall pass …

6.10.502 CANADIAN BROKER-DEALERS AND SALESPERSONS A Canadian broker-dealer that is resident in Canada, and has no office or other physical presence in the United States, and is not an office of, branch of, or a natural person associated with a broker-dealer otherwise registered i…

6.10.503 MINIMUM FINANCIAL REQUIREMENTS AND FINANCIAL REPORTING OF BROKER-DEALERS Each broker-dealer registered or required to be registered under this act shall comply with SEC rule 15c3-1 (17 CFR 240.15c3-1 (1998)), 15c3-2 (17 CFR 240.15c3-2 (1998)), and 15c3-3 (17 CFR 240.15c-…

6.10.504 BROKER-DEALER BOOKS AND RECORDS Unless otherwise provided by order of the commissioner, each registered broker-dealer shall make, maintain, and preserve books and records in compliance with the United States Securities and Exchange Commission rules 17a-3 (17 CFR 240.17a-…

6.10.506 MINIMUM FINANCIAL REQUIREMENTS FOR INVESTMENT ADVISERS An investment adviser registered or required to be registered under the Act who has custody of client funds or securities shall maintain at all times a minimum net worth of $35,000, and every investment adviser regis…

6.10.507 BONDING REQUIREMENTS FOR CERTAIN INVESTMENT ADVISERS Any bond required by this rule shall be issued by a company qualified to do business in this state in the form determined by the commissioner and shall be subject to the claims of all clients of such investment adviser…