Articles Tagged with De Minimis

Earlier this month, FINRA issued a regulatory notice advising that it has proposed various changes to the rules relating to gifts, gratuities and non-cash compensation.  If adopted, the proposal would amend FINRA Rule 3220 (the “Gifts Rule”) and would create two new rules, Rule 3221 (“Non-Cash Compensation”) and Rule 3222 (“Business Entertainment”).

The current Gifts Rule prohibits any FINRA member or associated person from giving anything of value in excess of $100.00 per year to any person, if such payment is connected with the business of the recipient’s employer.  Under the proposed revised Gifts Rule, the $100.00 limit would be increased to $175.00 per recipient per year.  The proposed increase is designed to account for the rate of inflation since the adoption of the original Gifts Rule.  The current requirements that all associated persons’ gifts must be consolidated with those of the member firm and that records be maintained with respect to all such gifts, will be continued in the new rule.  Continue reading ›

On October 13, 2011 the Georgia Secretary of State published proposed rules under the Georgia Uniform Securities Act of 2008 (“the 2008 Act”). Among the proposed rules are twenty (20) rules governing investment advisers and investment adviser representatives.

Although many of the proposed rules are consistent with the applicable rules under the prior Georgia Securities Act of 1973, quite a few of the proposed rules are new, and are designed to respond to the changing business and regulatory environment, including passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Firms currently registered in Georgia should pay careful attention to the regulatory changes. In addition, formerly SEC-registered advisers that are switching to Georgia registration will find the Georgia regulatory landscape, under both the old rules and the new ones, if adopted, to be quite different than what they are accustomed to.
Continue reading ›

Registered Investment Advisers in Georgia can take advantage of a “de minimis” registration exemption, according to a new Implementation Order dated December 31, 2010. In that Order, the Georgia Securities Commissioner has exempted from registration any adviser with fewer than six clients within the preceding twelve months. Although the Georgia Securities Act of 1973 contained such an exemption, the more recently enacted Georgia Uniform Securities Act of 2008 did not, providing only an exemption to advisers that have no office in Georgia.

Under the National Securities Markets Improvements Act (NSMIA), Congress precluded states from requiring registration for investment advisers that have no place of business in that state and direct business communications to not more than five non-institutional clients in any single year. But the Georgia exemption goes further, exempting advisers that do have a place of business in the state so long as they have five or fewer clients of any type.

One of the main consequences of the exemption is that it exempts hedge fund advisers that only advise the fund. This result occurs because of a separate rule defining such a fund as as single “client.”

Contact Information