HAR §16-39-101. Definitions

As used in this chapter, and in the forms, instructions, and orders of the commissioner, the following meanings shall apply to the extent that they are not inconsistent with the definitions provided in chapter 485A, HRS. "Affiliate" means a person who, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with another person. "Amount" means the aggregate dollar value affixed to a share. In the context of capitalization: number of shares multiplied by the par or stated value equals the amount. In the context of an offering: number of shares multiplied by the offering price per unit equals the amount. "Applicant" means the issuer, broker-dealer, agent, investment adviser, investment adviser representative, or other person executing the application. "Application" means the form prescribed by the commissioner, and includes any other paper, exhibit, amendment, or document filed pursuant to chapter 485A, HRS, and this chapter in connection with the registration of a security, broker-dealer, agent, investment adviser, or investment adviser representative. "Audited financial statements" means financial statements prepared in accordance with generally accepted accounting principles or any standard approved by the PCAOB and examined by independent accountants in accordance with generally accepted auditing standards, accompanied by an opinion of such independent accountants. §16-39-101 39-7 "Branch office" means any branch office, sales office, or office of supervisory jurisdiction that is listed on Schedule E to Form BD or on Schedule D to Form ADV; or any location in this State that is held out to the public as a place of business of a broker- dealer, an agent, an investment adviser, an investment adviser representative, or a federal covered investment adviser. "Broker-dealer services" means the investment banking or securities business as defined by the FINRA. "CFR" means the Code of Federal Regulations, as amended. "Commissioner" means the state commissioner of securities. "Compensation" as used in the definition of "investment adviser" in section 485A-102, HRS, shall include, but not be limited to, a salary, flat fee, any periodic retainer fee, or commissions or other types of monetary remuneration. "Control" or "controlling person" means possession of the power, authority, or means to engage in the management or policymaking functions of a person, directly or indirectly, through ownership of securities, by contract or otherwise. A person owning at least twenty-five per cent of the outstanding voting securities of another shall be presumed to be a "controlling person" unless and until a determination to the contrary is made by the commissioner based on evidence presented by or on behalf of the person presumed to be controlling. "CRD" means the Central Registration Depository of FINRA. "Department" means the state department of commerce and consumer affairs. "FDIC" means the Federal Deposit Insurance Corporation. "Financial institution" means any of the following federal and state-chartered banks, savings and loan associations, savings banks, credit unions, and the service corporations of such institutions located in this State. §16-39-101 39-8 "Financial statements" means, but is not limited to, the statement of financial condition, statement of income, and statement of changes in stockholders' or owners' equity, or similar statements, as well as all related footnotes and supporting schedules applicable thereto, prepared in accordance with generally accepted accounting principles or any standard approved by the PCAOB. "FINRA" means the Financial Industry Regulatory Authority. "HRS" means Hawaii Revised Statutes, as amended. "IARD" means the Internet-based Investment Adviser Registration Depository operated by FINRA to receive and store filings and collect related fees from investment advisers and investment adviser representatives on behalf of the commissioner. "Independent accountants" means independent certified public accountants. The concept of independence shall be defined by rules promulgated by the American Institute of Certified Public Accountants. "Investment Advisers Act" means the Investment Advisers Act of 1940, as amended. "Investment Company Act" means the Investment Company Act of 1940, as amended. "NASAA" means the North American Securities Administrators Association. "Networking arrangement" means a contractual or other arrangement between a broker-dealer and a financial institution pursuant to which the broker- dealer conducts broker-dealer services on the premises of the financial institution where retail deposits are taken. "Officer" means a president, vice president, secretary, treasurer, or any other person performing similar functions with respect to any organization, whether incorporated or unincorporated. "Opinion of independent accountants" means audited financial statements shall be accompanied by an opinion of an independent accountant. The opinion letter shall be dated, shall be signed, shall identify without detailed enumeration the financial statements §16-39-101 39-9 covered by the opinion, shall state that the examination was conducted in accordance with generally accepted auditing standards and shall express the independent accountant's opinion as to the fairness or unfairness of the financial statements in accordance with generally accepted accounting principles or any standard approved by the PCAOB or the independent accountant's inability to express such an opinion. "Organization" means a corporation, partnership, trust, association, joint venture, syndicate, limited liability company, and any other form of business entity. "OTC" means over-the-counter. "Partnership" means a general partnership, limited partnership, or a limited liability partnership. "PCAOB" means the Public Company Accounting Oversight Board. "Predecessor" means a person, a major portion of whose business, assets, or control has been acquired by another. "Promoter" means a person who, acting alone or in conjunction with others, takes the initiative in founding, organizing, or incorporating the business or enterprise of an issuer. "Prospectus" means a document meeting the applicable requirements of chapter 485A, HRS, and this chapter. "Public offering" means the offering of any security for sale to the general public, including, but not limited to: (1) By advertisement in any newspaper, magazine, periodical, or other publication, or by means of a prospectus, offering circular, pamphlet, brochure, dodger, or addressed or unaddressed written or printed communication intended for public distribution or information, including through electronic media; or (2) By general solicitation by billboard, window display, website posting, or use of phonographic or other recording, radio, §16-39-101 39-10 television, or any public demonstration or explanation by any similar device. "Registrant" means an applicant whose registration of securities has become effective or whose registration as a broker-dealer, agent, investment adviser, or investment adviser representative has been approved under this chapter and chapter 485A, HRS. "Registration statement" means the application to register securities that is filed with the commissioner. "SCOR" means small company offering registration. "SEC" means the United States Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Securities Exchange Act" means the Securities Exchange Act of 1934, as amended. "Share" means a share of stock or unit of investment or interest in a corporation, limited partnership, limited liability company, or other unincorporated person, or a share or unit of a security. "SRO" means self-regulatory organization. "State" means the State of Hawaii. "Subsidiary" means an affiliate controlled by another person. "Underwriter" means a broker-dealer who participates in the distribution of a security, in connection with a public offering, either as a purchaser with a view to offer for resale, or one who undertakes to offer or sell, directly or indirectly, for an issuer. [Eff 6/30/08; comp 11/18/23] (Auth: HRS §485A-606) (Imp: HRS §§485A-102, 485A-202)