Title 21 — Title 21 SECURITIES AND INVESTMENTS
4 chapters · 144 sections in this title.
RCW 21.20.005 Definitions.
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The definitions set forth in this section shall apply throughout this chapter, unless the context otherwise requires:(1) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for that person's own account. "B…
RCW 21.20.010 Unlawful offers, sales, purchases.
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It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly:(1) To employ any device, scheme, or artifice to defraud;(2) To make any untrue statement of a material fact or to omit to state a material fact necessary in orde…
RCW 21.20.020 Unlawful acts of person advising another.
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(1) It is unlawful for any person who receives any consideration from another party primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise:(a) To employ any device, scheme, …
RCW 21.20.030 Unlawful acts of investment adviser.
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It is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing:(1) That the investment adviser shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or …
RCW 21.20.035 Unlawful purchases or sales for customer's account.
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It is unlawful for a broker-dealer, salesperson, investment adviser, or investment adviser representative knowingly to effect or cause to be effected, with or for a customer's account, transactions of purchase or sale (1) that are excessive in size or frequency in view of the fin…
RCW 21.20.037 Variable contracts—Registration required—Rules.
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As required by chapter 48.18A RCW, a person selling variable contracts shall be registered as a broker-dealer or securities salesperson as required by this chapter. This chapter, and any rules or orders adopted under this chapter, applies to any person engaged in the offer, sale,…
RCW 21.20.040 Registration and notification required—Exemptions.
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(1) It is unlawful for any person to transact business in this state as a broker-dealer or salesperson, unless: (a) The person is registered under this chapter; (b) the person is exempted from registration as a broker-dealer or salesperson to sell or resell condominium units sold…
RCW 21.20.050 Application for registration—Filing of documents—Consent to service of process—Fee.
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(1) A broker-dealer, salesperson, investment adviser, or investment adviser representative may apply for registration by filing with the director or his or her authorized agent an application together with a consent to service of process in such form as the director shall prescri…
RCW 21.20.060 Contents of application for registration—Capital requirements.
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The application shall contain whatever information the director requires concerning such matters as:(1) The applicant's form and place of organization;(2) The applicant's proposed method of doing business;(3) The qualifications and business history of the applicant and in the cas…
RCW 21.20.070 When registration effective—Requirements determined by rule.
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If the application meets the requirements for registration, as the director may by rule or otherwise determine, and no denial order is in effect and no proceeding is pending under RCW 21.20.110, the director shall make the registration effective.[ 1998 c 15 s 6; 1981 c 272 s 2; 1…
RCW 21.20.080 Duration of registration—Association with issuer, broker-dealer, federal covered adviser, or investment adviser—Notice to director—Extension of licensing period.
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Registration of a broker-dealer, salesperson, investment adviser representative, or investment adviser shall be effective for a one-year period unless the director by rule or order provides otherwise. The director by rule or order may schedule registration or renewal so that all …
RCW 21.20.090 Renewal of registration—Financial reports—Application for a successor.
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Registration of a broker-dealer, salesperson, investment adviser representative, or investment adviser may be renewed by filing with the director or his or her authorized agent prior to the expiration thereof an application containing such information as the director may require …
RCW 21.20.100 Accounts, correspondence, memoranda, papers, books, and other records—Release of information—Correction of filed document—Examination.
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(1) Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books, and other records, except with respect to securities exempt under RCW 21.20.310(1), which books and other records shall be prescribed by the dire…
RCW 21.20.110 Director may deny, suspend, revoke, restrict, condition, or limit any application or registration—Director may censure or fine registrant—Grounds—Procedures—Costs—Accounting.
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(1) The director may by order deny, suspend, revoke, restrict, condition, or limit any application or registration of any broker-dealer, salesperson, investment adviser representative, or investment adviser; or censure or fine the registrant or an officer, director, partner, or p…
RCW 21.20.120 Denial, suspension, revocation of registration—Order—Request for, notice of hearing—Findings and conclusions.
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Upon the entry of an order under RCW 21.20.110, the director shall promptly notify the applicant or registrant, as well as the employer or prospective employer if the applicant or registrant is a salesperson or investment adviser representative, that it has been entered and of th…
RCW 21.20.130 Cancellation of registration or application—Grounds.
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If the director finds that any registrant or applicant for registration is no longer in existence or has ceased to do business as a broker-dealer, investment adviser, investment adviser representative, or salesperson, or is subject to an adjudication of mental incompetence or to …
RCW 21.20.135 License as salesperson or broker-dealer prerequisite to suit for commission.
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No suit or action shall be brought for the collection of a commission for the sale of a security, as defined within this chapter without alleging and proving that the plaintiff was a duly licensed salesperson for an issuer or a broker-dealer, or exempt under the provisions of RCW…
RCW 21.20.140 Unlawful to offer or sell unregistered securities—Exceptions.
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It is unlawful for any person to offer or sell any security in this state unless: (1) The security is registered by coordination or qualification under this chapter; (2) the security or transaction is exempted under RCW 21.20.310, 21.20.320, or 21.20.880; or (3) the security is a…
RCW 21.20.180 Registration by coordination—Requirements—Statement, contents.
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Any security for which a registration statement has been filed under the securities act of 1933 or any securities for which filings have been made pursuant to regulation A pursuant to subsection (b) of Sec. 3 of the securities act in connection with the same offering may be regis…
RCW 21.20.190 Time of taking effect of registration statement by coordination—Conditions—"Price amendment", notification.
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A registration statement by coordination under RCW 21.20.180 automatically becomes effective at the moment the federal registration statement or other filing becomes effective if all the following conditions are satisfied:(1) No stop order is in effect and no proceeding is pendin…
RCW 21.20.200 Failure to notify of price amendment, proof of compliance—Stop order—Waiver of certain conditions.
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Upon failure to receive the required notification and post-effective amendment with respect to the price amendment referred to in RCW 21.20.190, the director may enter a stop order, without notice of hearing, retroactively denying effectiveness to the registration statement or su…
RCW 21.20.210 Registration by qualification—Statements—Requirements—Audits.
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Any security may be registered by qualification. A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in RCW 21.20.340, and, if required under R…
RCW 21.20.220 Information not required when nonissuer distribution.
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In the case of a nonissuer distribution, information may not be required under RCW 21.20.210 unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effor…
RCW 21.20.230 Time of taking effect of registration statement by qualification—Conditions.
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A registration statement by qualification under RCW 21.20.210 becomes effective if no stop order is in effect and no proceeding is pending under RCW 21.20.280 and 21.20.300, at three o'clock Pacific standard time in the afternoon of the fifteenth full business day after the filin…
RCW 21.20.240 Registration statements—Generally.
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A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. The director may by rule or otherwise permit the omission of any item of information or document from any registration statement.[ 1975…
RCW 21.20.250 Registration by qualification or coordination—Escrow—Impounding proceeds.
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The director may by rule or order require as a condition of registration by qualification or coordination (1) that any security issued within the past three years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any p…
RCW 21.20.260 Registration by coordination or qualification—Offer and sale—Duration of effectiveness.
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When securities are registered by coordination or qualification, they may be offered and sold by the issuer, any other person on whose behalf they are registered or by any registered broker-dealer or any person acting within the exemption provided in RCW 21.20.040. Every registra…
RCW 21.20.270 Reports by filer of statement—Annual financial statements.
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(1) The director may require the person who filed the registration statement to file reports, not more often than quarterly to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering with respect to registered s…
RCW 21.20.275 Pending registration—Notice of termination—Application for continuation.
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The director may in his or her discretion send notice to the applicant in any pending registration in which no action has been taken for nine months immediately prior to the sending of such notice, advising such applicant that the pending registration will be terminated thirty da…
RCW 21.20.280 Stop orders—Grounds.
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The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the director finds that the order is in the public interest and that:(1) The registration statement as of its effective date or as of any ea…
RCW 21.20.290 Stop order prohibited if facts known on effective date of statement.
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The director may not enter a stop order against an effective registration statement on the basis of a fact or transaction known to the director when the registration statement became effective.[ 1979 ex.s. c 68 s 18; 1959 c 282 s 29.]
RCW 21.20.300 Notification of entry of stop order—Hearing—Findings, conclusions, modification, etc.
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Upon the entry of a stop order under any part of RCW 21.20.280, the director shall promptly notify the issuer of the securities and the applicant or registrant that the order has been entered and of the reasons therefor and that within twenty days after the receipt of a written r…
RCW 21.20.310 Securities exempt from registration.
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RCW 21.20.140 through 21.20.300, inclusive, and 21.20.327 do not apply to any of the following securities:(1) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state, or any agency or corporate or ot…
RCW 21.20.320 Exempt transactions.
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The following transactions are exempt from RCW 21.20.040 through 21.20.300 and 21.20.327 except as expressly provided:(1) Any isolated transaction, or sales not involving a public offering, whether effected through a broker-dealer or not; or any transaction effected in accordance…
RCW 21.20.325 Denial, revocation, condition, of exemptions—Authority—Procedure.
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The director or administrator may by order deny, revoke, or condition any exemption specified in RCW 21.20.310 (10), (11), (12)[,] or (13), 21.20.320, or 21.20.880, with respect to a specific security or transaction. No such order may be entered without appropriate prior notice t…
RCW 21.20.327 Required filings—Consent to service—Failure to comply—Rules—Fees.
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(1) The director, by rule or otherwise, may require the filing of any or all of the following documents and the payment of the following fees with respect to a federal covered security under section 18(b)(2) of the Securities Act of 1933:(a) Prior to the initial offer of such a f…
RCW 21.20.330 Consent to service of process—Service, how made.
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Every applicant for registration as a broker-dealer, investment adviser, investment adviser representative, or salesperson under this chapter, every issuer that files an application to register or files a claim of exemption from registration to offer a security in this state thro…
RCW 21.20.340 Fees—Disposition.
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Except as provided in subsection (15) of this section, the following fees shall be paid in advance under the provisions of this chapter:(1)(a) For registration of securities by qualification, the fee shall be one hundred dollars for the first one hundred thousand dollars of initi…
RCW 21.20.350 False or misleading statements in filed documents.
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It is unlawful for any person to make or cause to be made, in any document filed with the director or in any proceeding under this chapter, any statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in any material respec…
RCW 21.20.360 Filing, registration, statement, exemption not conclusive as to truth or completeness—Unlawful representations.
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Neither the fact that an application for registration under RCW 21.20.050, a registration statement under RCW 21.20.180 or 21.20.210 has been filed, nor the fact that a person or security is effectively registered, constitutes a finding by the director that any document filed und…
RCW 21.20.370 Investigations—Statement of facts relating to investigation may be permitted—Publication of information—Use of criminal history record information.
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(1) The director in his or her discretion (a) may annually, or more frequently, make such public or private investigations within or without this state as the director deems necessary to determine whether any registration should be granted, denied or revoked or whether any person…
RCW 21.20.377 Subpoena authority—Application—Contents—Notice—Fees.
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(1) The director or authorized assistants may apply for and obtain a superior court order approving and authorizing a subpoena in advance of its issuance. The application may be made in the county where the subpoenaed person resides or is found, or the county where the subpoenaed…
RCW 21.20.380 Oaths—Subpoenas—Assisting another state—Compelling obedience—Punishment.
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(1) For the purpose of any investigation or proceeding under this chapter, the director or any officer designated by the director may administer oaths and affirmations, subpoena witnesses, compel their attendance, take evidence, and require the production of any books, papers, co…
RCW 21.20.390 Injunction, cease and desist order, restraining order, mandamus—Appointment of receiver or conservator for insolvent—Restitution or damages—Costs—Accounting.
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Whenever it appears to the director that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this chapter or any rule or order hereunder, the director may in his or her discretion:(1) Issue an order directing the person…
RCW 21.20.395 Administrative action—Hearing—Judicial review—Judgment.
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(1) A person who, in an administrative action by the director, is found to have knowingly or recklessly violated any provision of this chapter, or any rule or order under this chapter, may be fined, after notice and opportunity for hearing, in an amount not to exceed ten thousand…
RCW 21.20.400 Penalty for violation of chapter—Limitation of actions.
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(1) Any person who willfully violates any provision of this chapter except RCW 21.20.350, or who willfully violates any rule or order under this chapter, or who willfully violates RCW 21.20.350 knowing the statement made to be false or misleading in any material respect, is guilt…
RCW 21.20.410 Attorney general, prosecuting attorney may institute criminal proceeding—Referral of evidence by director.
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(1) The director may refer such evidence as may be available concerning violations of this chapter or of any rule or order hereunder to the attorney general or the proper prosecuting attorney, who may in his or her discretion, with or without such a reference, institute the appro…
RCW 21.20.420 Criminal punishment, chapter not exclusive.
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Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime by statute or at common law.[ 1959 c 282 s 42.]
RCW 21.20.430 Civil liabilities—Survival, limitation of actions—Waiver of chapter void—Scienter.
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(1) Any person, who offers or sells a security in violation of any provisions of RCW 21.20.010, 21.20.140 (1) or (2), or 21.20.180 through 21.20.230, is liable to the person buying the security from him or her, who may sue either at law or in equity to recover the consideration p…
RCW 21.20.435 Assurance of discontinuance of violations—Acceptance—Filing.
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In the enforcement of this chapter, the director may accept an assurance of discontinuance of violations of the provisions of this chapter from any person deemed by the director to be in violation hereof. Any such assurance shall be in writing, may state that the person giving su…