Washington Administrative Code

(1) Issuers filing by coordination may file electronically with the division. The Securities Registration Depository, Inc., its successors or assigns, is designated to receive electronic filings on behalf of the division.(2) For issuers not filing electronically, messages directe…

The administrator, in his or her discretion, may honor requests from interested persons for no-action letters and interpretive opinions. The following procedures must be followed in requesting a no-action or interpretive opinion from the division:(1) The request must be submitted…

Each application or report filed with the administrator must be in the form, if any, prescribed by these rules, unless the administrator consents to the use of a different form. Only the original of any application or report need by submitted, unless otherwise provided in these r…

Fees required by RCW 21.20.340 are due and payable upon filing of the application regardless of the action taken thereon and should be submitted together with the application or other filing to which they refer. Checks should be made payable to the "state treasurer" and need not …

(1) An issuer may renew the registration of an offering of securities registered by coordination under RCW 21.20.180 for each additional twelve-month period in which the offering is continuing. To renew an offering, the issuer must file the following with the securities division …

(1) An issuer may renew the registration of an offering of securities registered by qualification under RCW 21.20.210 for one additional twelve-month period. To renew an offering, the issuer must file the following with the securities division no later than thirty days prior to t…

The charter documents of a corporation proposing to issue preferred shares (which are nonparticipating and nonconvertible) without full voting rights should normally provide that the holders of such preferred shares shall have the right to reasonable representation on the board o…

The charter documents of a corporation proposing to issue preferred shares which are nonparticipating and nonconvertible should normally provide reasonable protective provisions for the preferred shareholders, including where appropriate:(1) A provision that the dividends on such…

There shall be submitted a signed or conformed copy of an attorney's opinion as to:(1) The legality of form and status of existence of the registrant;(2) Status of litigation in which the registrant is involved or of which the attorney has actual notice that may be pending or thr…

There shall be submitted a copy of the corporate resolution authorizing the registrant's filing the registration statement and authorizing the issue.[Order 304, § 460-16A-055, filed 2/28/75, effective 4/1/75. Formerly chapter 460-16 WAC.]

The charter documents of a corporation proposing to issue convertible preferred shares or the indenture or other instrument pursuant to which convertible debt securities or options or warrants are proposed to be issued should normally contain an appropriate antidilution provision…

Securities should be nonassessable, except that issuers organized solely to supply services or property to their members on a continuing basis may provide for an equitable assessment corresponding to the services or property supplied.[Order 304, § 460-16A-070, filed 2/28/75, effe…

The subscription agreement shall contain among other things an acknowledgment by the subscriber that he has received a copy of the offering circular. Each completed subscription agreement shall be kept in the office of the issuer or broker-dealer for a period of three years after…

Actual and necessary expenses paid by a promoter in connection with the founding or organizing of a business enterprise, the offering of its securities and the acquisition of assets with which the issuer is to carry on its business may be reimbursed out of the proceeds of the sal…

(1) Securities of the same class to be offered under the same registration statement should be offered and sold at the same price.(2) The administrator may waive the provision of subsection (1) of this section to allow reduced sales commissions for purchases of large blocks of th…

(1) The administrator shall require the use of an offering circular or prospectus for each registration that is filed with the division.(2) The prospectus or offering circular may be printed, mimeographed, lithographed, or typewritten, or prepared by any similar process which wil…

The prospectus or offering circular shall be amended whenever there is a material change which would affect the offering and in no event shall it be revised less often than every twelve months.[Statutory Authority: RCW 21.20.450. WSR 88-03-015 (Order SDO-164A-87), § 460-16A-126, …

With respect to offerings registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and qualified with the administrator by coordination, a prospectus which is part of a registration statement which has been declared effective by the SEC…

(1) The administrator may require the submission of a technical report whenever he determines that such a report is necessary in resolving a matter pending before him. The cost of the technical report shall be borne by the person requested by the administrator to submit it. The a…

When a technical report is to be prepared by an employee of the state of Washington, the administrator shall estimate the expense of making such report and notify the applicant thereof. Before any preparation of the technical report is commenced, the applicant shall deposit with …

(1) Debt securities may be offered and sold only if the issuer shows a reasonable ability to service the debt.(2) For purposes of this section, unless otherwise allowed by the administrator, "reasonable ability to service the debt" means:(a) The issuer must have a positive net wo…

WAC 460-16A-205(1) In order to promote uniform regulation, the administrator adopts the following North American Securities Administrators Association (NASAA) statements of policy for offerings registering pursuant to RCW 21.20.180 or 21.20.210:(a) Registration of publicly offere…

An issuer who has completed or discontinued the sale of securities registered with the department of financial institutions shall notify the administrator in writing to that effect. Until such notice has been given, notices of all withdrawals or changes of officers, directors, tr…

These rules are intended to encourage investment in small businesses. The rules in this chapter offer an optional method of registration for companies issuing securities exempt from registration with the Securities and Exchange Commission under Rule 504 of Regulation D or under S…

(1) The rules in this chapter shall apply to SCOR registrations. While applications not conforming to the standards contained herein shall be looked upon with disfavor, where good cause is shown certain rules may be modified or waived by the administrator.(2) Where individual cha…

(1) SCOR is intended to allow small companies to conduct limited offerings of securities. SCOR uses a simplified offering format designed to provide adequate disclosure to investors concerning the issuer, the securities offered, and the offering itself. Certain issuers may not be…

(1) SCOR registration shall not be available for securities of any issuer if that issuer or any of its officers, directors, ten percent shareholders, promoters or any selling agents of the securities to be offered, or any officer, director, or partner of such selling agent:(a) Ha…

By filing for SCOR registration in this state, the registrant agrees with the administrator that the registrant will not split its common stock or common ownership interests, or declare a stock or ownership interest dividend, for two years after the effectiveness of the registrat…

In addition to filing a properly completed form SCOR, applicants for SCOR registration shall file the following exhibits with the administrator:(1) Form of selling agency agreement;(2) The issuer's articles of incorporation, articles of organization, or other charter documents an…

The provisions of chapter 460-16A WAC shall not apply to registrations under this chapter except:(1) The promotional shares rules adopted in WAC 460-16A-205 (1)(p) shall apply except that promotional shares need be escrowed only to the extent that such shares exceed sixty percent…

The following provisions apply to investment companies other than closed-end companies, as those terms are defined by the Investment Company Act of 1940:(1) Initial filing. An investment company, other than a closed-end company, making an initial notice filing pursuant to RCW 21.…

The following provisions apply to closed-end investment companies as that term is defined by the Investment Company Act of 1940:(1) Initial filing. A closed-end investment company making an initial notice filing pursuant to RCW 21.20.327 (1)(a) shall file the following prior to t…

The name, address, or telephone number of the investment company, applicant, or contact person may be changed by submitting a revised Form NF and the fee required by RCW 21.20.340 (5)(a).[Statutory Authority: RCW 21.20.450 and 1998 c 15 § 12. WSR 98-18-031, § 460-18A-030, filed 8…

An investment company complying with RCW 21.20.327 (1)(c) shall file a report of sales of Form NF, together with the fee required by RCW 21.20.340 (5)(b), within sixty days of the annual expiration of its notice filing.[Statutory Authority: RCW 21.20.450 and 1998 c 15 § 12. WSR 9…

The following provisions apply to an issuer of a covered security pursuant to sections 3(a)(2) and 18(b)(4)(C) of the Securities Act of 1933 and RCW 21.20.327(3), hereinafter referred to as a "municipal covered securities issuer":(1) Initial notice filing. A municipal covered sec…

The following provisions apply to offerings made under Tier 2 of federal Regulation A:(1) Initial filing. 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 twenty-one calend…

The following provisions apply to offerings made under federal Regulation Crowdfunding, 17 C.F.R. Sec. 227 and Sections 4 (a)(6) and 18 (b)(4)(C) of the Securities Act of 1933:(1) Initial filing.(a) An issuer that offers and sells securities in this state in an offering exempt un…

The rules in this chapter apply to broker-dealers and salespersons of broker-dealers registered or required to be registered under RCW 21.20.040. The rules apply to broker-dealers to the extent permitted by the National Securities Markets Improvement Act of 1996 (Pub. L. No. 104-…

Chapter 460-23B WAC applies to salespersons of issuers. Chapter 460-21C WAC applies to the provision of broker-dealer services on the premises of financial institutions.[Statutory Authority: RCW 21.20.070 and 21.20.450. WSR 24-19-055, s 460-20C-015, filed 9/12/24, effective 10/13…

The following definitions apply for the purpose of this chapter and chapters 460-21C and 460-23B WAC:(1) "Balance sheet" means a balance sheet prepared in accordance with generally accepted accounting principles in the United States.(2) "Branch office" means any location where on…

(1) Pursuant to RCW 21.20.050, the director designates the Central Registration Depository (CRD) operated by FINRA to receive and store filings and collect related fees on behalf of the director with respect to broker-dealers that are members of FINRA and their salespersons.(2) F…

If you are applying to register as a broker-dealer or salesperson of a broker-dealer under RCW 21.20.040, you must follow the application procedures set forth in this section:(1) Broker-dealers. If you are a broker-dealer applying for registration under RCW 21.20.040, you must fo…

(1) If you are a Canadian broker-dealer that is a 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 in the United States, you may transa…

(1) Broker-dealers. If you are a broker-dealer registered or required to be registered under RCW 21.20.040, you must have at least one principal who has passed the Series 24 General Securities Principal Exam. If the principal who took and passed the required examination on your b…

The director may send notice to an applicant for broker-dealer or salesperson registration with respect to any pending application in which the applicant has taken no action for the nine months immediately prior to the sending of such notice. The notice will advise such applicant…

(1) Expiration date.(a) Broker-dealers.(i) If you are a broker-dealer registered under RCW 21.20.040, your registration will be effective until December 31st of the year of issuance.(ii) If you are a member of FINRA and you do not file an application to renew your broker-dealer r…

If you are a broker-dealer registered or required to be registered under RCW 21.20.040, you must comply with the following requirements:(1) You must promptly amend your Form BD if there is a material change to the information contained in the form, or if the information contained…