PERMANENT RULES
FINANCIAL INSTITUTIONS
(Securities Division)
Effective Date of Rule: Thirty-one days after filing.
Purpose: The Washington securities division uses guidelines and policies adopted by the North American Securities Administrators Association (NASAA) as the basis for regulating certain offerings and licensees. NASAA periodically amends these guidelines and policies. This amendment will update Washington's regulations to reflect the latest versions of all previously adopted guidelines and policies. This amendment will create greater uniformity with the many other states that rely on the NASAA guidelines and policies and therefore will be beneficial to the businesses regulated by the securities division.
Citation of Existing Rules Affected by this Order: Amending WAC 460-16A-205.
Statutory Authority for Adoption: RCW 21.20.450.
Adopted under notice filed as WSR 11-09-078 on April 19, 2011.
Number of Sections Adopted in Order to Comply with Federal Statute: New 0, Amended 0, Repealed 0; Federal Rules or Standards: New 0, Amended 0, Repealed 0; or Recently Enacted State Statutes: New 0, Amended 0, Repealed 0.
Number of Sections Adopted at Request of a Nongovernmental Entity: New 0, Amended 0, Repealed 0.
Number of Sections Adopted on the Agency's Own Initiative: New 0, Amended 1, Repealed 0.
Number of Sections Adopted in Order to Clarify, Streamline, or Reform Agency Procedures: New 0, Amended 0, Repealed 0.
Number of Sections Adopted Using Negotiated Rule Making: New 0, Amended 0, Repealed 0; Pilot Rule Making: New 0, Amended 0, Repealed 0; or Other Alternative Rule Making: New 0, Amended 1, Repealed 0.
Date Adopted: June 8, 2011.
Scott Jarvis
Director
OTS-3933.1
AMENDATORY SECTION(Amending WSR 08-05-003, filed 2/6/08,
effective 3/8/08)
WAC 460-16A-205
Adoption of NASAA statements of policy.
(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 offered cattle feeding programs, as adopted September 17, 1980;
(b) Registration of commodity pool programs, as adopted with amendments through May 7, 2007;
(c) Equipment programs, as adopted with amendments through May 7, 2007;
(d) Registration of oil and gas programs, as adopted with amendments through May 7, 2007;
(e) Real estate investment trusts, as adopted with amendments through May 7, 2007;
(f) Real estate programs, as adopted with amendments through May 7, 2007;
(g) Loans and other material affiliated transactions, as
adopted with amendments through ((November 18, 1997)) March
31, 2008;
(h) Options and warrants, as adopted with amendments
through ((September 28, 1999)) March 31, 2008;
(i) Registration of direct participation programs - omnibus guidelines, as adopted with amendments through May 7, 2007;
(j) Mortgage program guidelines, as adopted with amendments through May 7, 2007;
(k) Church bonds, as adopted April 14, 2002;
(l) Health care facility offerings, pertaining to the offering of nonprofit health care facility bonds, as adopted April 5, 1985;
(m) Corporate securities definitions, as adopted
((September 28, 1999)) with amendments through March 31, 2008;
(n) Impoundment of proceeds, as adopted with amendments
through ((September 28, 1999)) March 31, 2008;
(o) Preferred stock, as adopted with amendments through
((April 27, 1997)) March 31, 2008;
(p) Promotional shares, as adopted ((September 28, 1999))
with amendments through March 31, 2008, except that the term
promotional shares shall be limited to those equity securities
which were issued within the last three years and that all
promotional shares in excess of twenty-five percent of the
shares to be outstanding upon completion of the offering may
be required to be deposited in escrow absent adequate
justification that escrow of such shares is not in the public
interest and not necessary for the protection of investors;
(q) Registration of asset-backed securities, as adopted with amendments through May 7, 2007, except for offerings registering or required to register pursuant to chapter 460-33A WAC or RCW 21.20.705 through 21.20.855;
(r) Promoters' equity investment, as adopted with
amendments through ((April 27, 1997)) March 31, 2008;
(s) Specificity in use of proceeds, as adopted
((September 28, 1999)) with amendments through March 31, 2008;
(t) Underwriting expenses, underwriter's warrants,
selling expenses, and selling security holders, as adopted
with amendments through ((September 28, 1999)) March 31, 2008;
(u) Unsound financial condition, as adopted ((September
28, 1999)) with amendments through March 31, 2008;
(v) Unequal voting rights, as adopted ((October 24,
1991)) with amendments through March 31, 2008;
(w) Guidelines for general obligation financing by religious denominations, as adopted April 17, 1994;
(x) Risk disclosure guidelines, as adopted September 9, 2001;
(y) Church extension fund securities, as adopted with amendments through April 18, 2004; and
(z) Guidelines for cover legends, as adopted October 2, 2004.
(2) An offering registering pursuant to RCW 21.20.180 or 21.20.210 that falls within one or more of the statements of policy listed in subsection (1) of this section must comply with the requirements of said statement of policy or policies.
(3) The statements of policy referred to in subsection (1) of this section are found in CCH NASAA Reports published by Commerce Clearing House. Copies are also available at the office of the securities administrator.
[Statutory Authority: RCW 21.20.450. 08-05-003, § 460-16A-205, filed 2/6/08, effective 3/8/08; 02-22-106, § 460-16A-205, filed 11/6/02, effective 12/7/02; 98-17-013, § 460-16A-205, filed 8/10/98, effective 9/10/98; 96-11-017, § 460-16A-205, filed 5/6/96, effective 6/6/96; 95-17-068, § 460-16A-205, filed 8/16/95, effective 9/16/95; 93-01-075, § 460-16A-205, filed 12/14/92, effective 1/14/93; 91-04-008, § 460-16A-205, filed 1/25/91, effective 2/25/91.]