ORDER ADOPTING THE UNIFORM BRANCH OFFICE REGISTRATION FORM AND GOVERNING BRANCH OFFICE REGISTRATION FILINGS THROUGH THE CENTRAL REGISTRATION DEPOSITORY BY BROKER-DEALER AND INVESTMENT ADVISORY FIRMS
WHEREAS the Banking Commissioner (the "Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act, as amended by P.A. 05-177 (the "Act"), and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies (the "Regulations") promulgated under the Act;
WHEREAS Section 36b-6(d) of the Act provides, in part, that:
No broker-dealer or investment adviser shall transact business from any place of business located within this state unless that place of business is registered as a branch office with the commissioner pursuant to this subsection. An application for branch office registration shall be made on forms prescribed by the commissioner and shall be filed with the commissioner, together with a nonrefundable application fee of one hundred dollars per branch office. A broker-dealer or investment adviser shall promptly notify the commissioner in writing if such broker-dealer or investment adviser (1) engages a new manager at a branch office in this state, (2) acquires a branch office of another broker-dealer or investment adviser in this state, or (3) relocates a branch office in this state. In the case of a branch office acquisition or relocation, such broker-dealer or investment adviser shall pay to the commissioner a nonrefundable fee of one hundred dollars . . .;
WHEREAS Section 36b-6(k) of the Act adds that: “For purposes of . . . [subsection] (d) . . . of this section, ‘investment adviser’ means an investment adviser registered or required to be registered with the commissioner”;
WHEREAS Section 36b-32(a) of the Act states that: “A document is filed when it is received by the commissioner or any other person designated in writing by the commissioner”;
WHEREAS Section 36b-31-6c of the Regulations states, in part, that: “For purposes of sections 36b-6 . . . and 36b-32 of the general statutes, the computerized Central Registration Depository operated by the National Association of Securities Dealers, Inc. and its subsidiaries under an agreement with the North American Securities Administrators Association, Inc. is authorized to accept filed documents and collect fees on behalf of the commissioner”;
WHEREAS Section 36b-31 of the Act provides, in part, that:
(a) The commissioner may from time to time make, amend and rescind such . . . forms and orders as are necessary to carry out the provisions of sections 36b-2 to 36b-33, inclusive, . . . including . . . forms and orders governing registration statements, notice filings, applications, and reports, and defining any terms, whether or not used in said sections, insofar as the definitions are not inconsistent with the provisions of said sections. For the purpose of . . . forms and orders, the commissioner may classify securities, persons and matters within his or her jurisdiction, and prescribe different requirements for different classes.
(b) No . . . form or order may be made, amended or rescinded unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-33, inclusive. . . . In prescribing . . . forms and orders, the commissioner may cooperate with the securities administrators of the other states and the Securities and Exchange Commission with a view to effectuating the policy of said sections to achieve maximum uniformity in the form and content of registration statements, notice filings, applications and reports wherever practicable.
(c) To encourage uniform interpretation and administration of sections 36b-2 to 36b-33, inclusive, . . . and effective securities regulation and enforcement, the commissioner may cooperate with the securities agencies or administrators of other states, Canadian provinces or territories, . . . the Securities and Exchange Commission, . . . and any self-regulatory organization . . . . The cooperation authorized by this subsection includes, but is not limited to, the following actions: (1) Establishing central depositories for the registration of securities or securities industry personnel under sections 36b-2 to 36b-33, inclusive, . . . and for documents or records required or allowed to be filed with or maintained by the commissioner under sections 36b-2 to 36b-33, inclusive . . . ;
WHEREAS Section 36b-31-31a(a) of the Regulations provides, in part, that: “The following forms, as amended from time to time are prescribed for use under the Act and sections 36b-31-2 to 36b-31-33, inclusive of the regulations . . . (12) Form BR-1 (used for broker-dealer and investment adviser branch office registration); [and] (13) Form BR-2 (used for termination of broker-dealer and investment adviser branch office registration) . . . .”
WHEREAS heretofore, the state branch office registration forms described in Section 36b-31-31a(a) of the Regulations were filed in paper form with the Commissioner;
WHEREAS Section 36b-31-7e of the Regulations requires broker-dealer, investment adviser, agent and investment adviser agent applicants and registrants using or planning to use a name different from that appearing on the application filed with the Commissioner (“Trade Name”) to file with the Commissioner a supplement (Form DBA-1) to the registration application (“Trade Name Filing”);
WHEREAS Section 36b-31-31c of the Regulations states that: “The commissioner may exempt a person, security or transaction from a specified provision of sections 36b-31-2 to 36b-31-33, inclusive, of the regulations upon a finding that such exemption is in the public interest”;
WHEREAS representatives from the National Association of Securities Dealers, Inc. (the “NASD”), the New York Stock Exchange, Inc. (the “NYSE”) and the North American Securities Administrators Association, Inc. have developed a uniform branch office registration form (“Uniform Form BR”) that would enable broker-dealers and investment advisers to register branch offices electronically with the NASD, the NYSE and the states through a single filing with the Central Registration Depository/Investment Adviser Registration Depository (“CRD/IARD”);
WHEREAS the Uniform Form BR would enable broker-dealers and investment advisers to report branch office manager changes, branch office closings, new branch offices and amendments as well as trade or assumed names not reflected on Form BD or ADV that are being used by agents and investment adviser agents to conduct investment-related activities at the branch;
WHEREAS the SEC Release contemplates that (1) from the close of business on October 14, 2005 to October 31, 2005, the NASD, as CRD/IARD administrator, would pre-populate Uniform Forms BR electronically for pre-existing branch offices, using data supplied by the states, the NASD and the NYSE; and (2) electronic filing of Uniform Form BR would be functional on October 31, 2005, with broker-dealers and investment advisers then having the ability to add new branch office registrations. Broker-dealers and investment advisers with branch offices in existence before the close of business on October 14, 2005 would have until May 1, 2006, to transition to electronic filing by completing the data fields pre-populated by the NASD;
WHEREAS the Commissioner, through the Securities and Business Investments Division, has provided the NASD with data concerning broker-dealer and investment adviser branch offices registered under Section 36b-6(d) of the Act to facilitate the transition to electronic filing;
AND WHEREAS the Commissioner finds that the issuance of this Order, the prescription of forms described herein and the exemption contained herein are necessary and appropriate in the public interest and for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.
NOW THEREFORE THE COMMISSIONER ORDERS AS FOLLOWS:
2. For purposes of Section 36b-6(d) of the Act and, to the extent applicable, Section 36b-31-7e of the Regulations, the CRD/IARD is designated to receive branch office registration filings and Trade Name Filings as well as to collect branch office registration fees on the Commissioner's behalf in accordance with this Order;
3. Effective October 31, 2005, and for purposes of Section 36b-6(d) of the Act, broker-dealers and investment advisers shall make new Connecticut branch office registration filings, including amendments thereto and related payments, through CRD/IARD;
5. Any broker-dealer or investment adviser having, as of the close of business on
6. This Order shall not affect the obligation of a broker-dealer or investment adviser to provide the Commissioner with specialized notice under Sections 36b-6(g) and 36b-6(h) of the Act where the cessation of branch office business activity is attributable to the commencement of a bankruptcy proceeding or a planned merger or acquisition and where information concerning those events cannot be submitted through electronic filing on Uniform Form BR; and
7. This Order shall remain in effect until amended or rescinded by the Commissioner or other lawful authority.
So ordered at
this 24thday of October, 2005. John P. Burke Banking Commissioner