§407.  SUCCESSION AND CHANGE IN REGISTRATION OF BROKER-DEALER OR INVESTMENT ADVISER.

(a) [Succession.]  A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to Section 401 or 403 or a notice pursuant to Section 405 for the unexpired portion of the current registration or notice filing.

A registered broker-dealer or investment adviser may file an application for registration of a successor, and the director may at his or her discretion grant or deny the application.

§ 27.  SUCCESSION AND CHANGE IN REGISTRATION OF BROKER-DEALER OR INVESTMENT ADVISER. 

   (1) Succession.  A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to section 21 or 23 of this act or a notice pursuant to section 25 of this act for the unexpired portion of the current registration or notice filing and paying the filing fee required by section 30 of this act.

USA

(b) [Organizational change.] A broker-dealer or investment adviser that changes its form of organization or State of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management.  The amendment becomes effective when filed or on a date designated by the registrant in its filing.  The new organization is a successor to the original registrant for the purposes of this [Act].  If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration.  A predecessor registered under this [Act] shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within 45 days after filing its amendment to effect succession.

§ 27(2).  Organizational change.  A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management.  The amendment becomes effective when filed or on a date designated by the registrant in its filing.  The new organization is a successor to the original registrant for the purposes of this chapter.  If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration.  A predecessor registered under this chapter shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five days after filing its amendment to effect succession.

USA

(c)  [Name change.] A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration.  The amendment becomes effective when filed or on a date designated by the registrant.

§ 27(3).  Name change.  A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration.  The amendment becomes effective when filed or on a date designated by the registrant.

USA

(d) [Change of control.] A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this [Act].

§ 27(4).  Change of control.  A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this chapter.

USA

§408.  TERMINATION OF EMPLOYMENT OR ASSOCIATION OF AGENT AND INVESTMENT ADVISER REPRESENTATIVE AND TRANSFER OF EMPLOYMENT OR ASSOCIATION.  (a) [Notice of termination.] If an agent registered under this [Act] terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this [Act] terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination.  If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

See RCW 21.20.080

§ 28.  TERMINATION OF EMPLOYMENT OR ASSOCIATION OF SALES AGENT AND INVESTMENT ADVISER REPRESENTATIVE AND TRANSFER OF EMPLOYMENT OR ASSOCIATION. 

   (1) Notice of termination.  If a sales agent registered under this chapter terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as a sales agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination.  If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

USA

(b) [Transfer of employment or association.] If an agent registered under this [Act] terminates employment by or association with a broker-dealer registered under this [Act] and begins employment by or association with another broker-dealer registered under this [Act]; or if an investment adviser representative registered under this [Act] terminates employment by or association with an investment adviser registered under this [Act] or a federal covered investment adviser that has filed a notice under Section 405 and begins employment by or association with another investment adviser registered under this [Act] or a federal covered investment adviser that has filed a notice under Section 405; then upon the filing by or on behalf of the registrant, within 30 days after the termination, of an application for registration that complies with the requirement of Section 406(a) and payment of the filing fee required under Section 410, the registration of the agent or investment adviser representative is:

(1) immediately effective as of the date of the completed filing, if the agent’s Central Registration Depository record or successor record or the investment adviser representative’s Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous 12 months; or

(2) temporarily effective as of the date of the completed filing, if the agent’s Central Registration Depository record or successor record or the investment adviser representative’s Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding 12 months.

See RCW 21.20.070

§ 28(2).  Transfer of employment or association.  If a sales agent registered under this chapter terminates employment by or association with a broker-dealer registered under this chapter, and begins employment by or association with another broker-dealer registered under this chapter; or if an investment adviser representative registered under this chapter terminates employment by or association with an investment adviser registered under this chapter, or a federal covered investment adviser that has filed a notice under section 25 of this act and begins employment by or association with another investment adviser registered under this chapter, or a federal covered investment adviser that has filed a notice under section 25 of this act, then upon the filing by or on behalf of the registrant, within thirty days after the termination, of an application for registration that complies with the requirement of section 26(1) of this act and payment of the filing fee required under section 30 of this act, the registration of the sales agent or investment adviser representative is:

    (a) Immediately effective as of the date of the completed filing, if the sales agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve months; or

    (b) Temporarily effective as of the date of the completed filing, if the sales agent's Central Registration Depository record or successor record or the investment adviser representative's Investment Adviser Registration Depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve months.

USA (with minor technical amendments).

(c) [Withdrawal of temporary registration.]  The administrator may withdraw a temporary registration if there are or were grounds for discipline as specified in Section 412 and the administrator does so within 30 days after the filing of the application. If the administrator does not withdraw the temporary registration within the 30 day period, registration becomes automatically effective on the 31st day after filing.

§ 28(3).  Withdrawal of temporary registration.  The director may withdraw a temporary registration if there are or were grounds for discipline as specified in section 32 of this act and the director does so within thirty days after the filing of the application.  If the director does not withdraw the temporary registration within the thirty-day period, registration becomes automatically effective on the thirty-first day after filing.

USA

(d) [Power to prevent registration.]  The administrator may prevent the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (2) based on the public interest and the protection of investors.

§ 28(4).  Power to prevent registration.  The director may prevent the effectiveness of a transfer of a sales agent or investment adviser representative under subsection (2)(a) or (b) of this section based on the public interest and the protection of investors.

USA

(e) [Termination of registration or application for registration.]  If the administrator determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this [Act] may require the registration be canceled or terminated or the application denied.  The administrator may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.

RCW 21.20.130

Cancellation of registration or application -- Grounds.

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 the control of a committee, conservator, or guardian, or cannot be located after reasonable search, the director may by order cancel the registration or application.

§ 28(5).  Termination of registration or application for registration.  If the director determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, sales agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this chapter may require the registration be canceled or terminated or the application denied.  The director may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.

USA

§409.  WITHDRAWAL OF REGISTRATION OF BROKER-DEALER, AGENT, INVESTMENT ADVISER, AND INVESTMENT ADVISER REPRESENTATIVE.  Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this [Act] unless a revocation or suspension proceeding is pending when the application is filed.  If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this [Act].  The administrator may institute a revocation or suspension proceeding under Section 412 within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

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.

(5) Withdrawal from registration as a broker-dealer, salesperson, investment adviser, or investment adviser representative becomes effective thirty days after receipt of an application to withdraw or within such shorter period as the administrator determines, unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective upon such conditions as the director, by order, determines. If no proceeding is pending or commenced and withdrawal automatically becomes effective, the administrator may nevertheless commence a revocation or suspension proceeding under subsection (1)(b) of this section within one year after withdrawal became effective and enter a revocation or suspension order as of the last date on which registration

§ 29.  WITHDRAWAL OF REGISTRATION OF BROKER-DEALER, SALES AGENT, INVESTMENT ADVISER, AND INVESTMENT ADVISER REPRESENTATIVE.  Withdrawal of registration by a broker-dealer, sales agent, investment adviser, or investment adviser representative becomes effective sixty days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this chapter unless a revocation or suspension proceeding is pending when the application is filed.  If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this chapter.  The director may institute a revocation or suspension proceeding under section 32 of this act within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

USA

§410.  FILING FEES.tc \l2 "SECTION 410.  FILING FEES.

(a) [Broker-dealers.] A person shall pay a fee of $[___] when initially filing an application for registration as a broker-dealer and a fee of $[___] when filing a renewal of registration as a broker-dealer.  If the filing results in a denial or withdrawal, the administrator shall retain $[___] of the fee.

(b) [Agents.] The fee for an individual is $[__] when filing an application for registration as an agent, a fee of $[___] when filing a renewal of registration as an agent, and a fee of $[__] when filing for a change of registration as an agent.  If the filing results in a denial or withdrawal, the administrator shall retain $[___] of the fee.

(c) [Investment advisers.] A person shall pay a fee of $[___] when filing an application for registration as an investment adviser and a fee of $[___] when filing a renewal of registration as an investment adviser.  If the filing results in a denial or withdrawal, the administrator shall retain $[___] of the fee.

(d) [Investment adviser representatives.] The fee for an individual is $[___] when filing an application for registration as an investment adviser representative, a fee of $[___] when filing a renewal of registration as an investment adviser representative, and a fee of $[___] when filing a change of registration as an investment adviser representative.  If the filing results in a denial or withdrawal, the administrator shall retain $[___] of the fee.

(e) [Federal covered investment advisers.] A federal covered investment adviser required to file a notice under Section 405 shall pay an initial fee of $[___] and an annual notice fee of $[___].

RCW 21.20.340  Fees -- Disposition.

The following fees shall be paid in advance under the provisions of this chapter:

(6)(a) For registration of a broker-dealer or investment adviser, the fee shall be one hundred fifty dollars for original registration and seventy-five dollars for each annual renewal. When an application is denied or withdrawn the director shall retain one-half of the fee.

(b) For a federal covered adviser filing pursuant to RCW 21.20.050, the fee shall be one hundred fifty dollars for original notification and seventy-five dollars for each annual renewal. A fee shall not be assessed in connection with converting an investment adviser registration to a notice filing when the investment adviser becomes a federal covered adviser.

(7) For registration of a salesperson or investment adviser representative, the fee shall be forty dollars for original registration with each employer and twenty dollars for each annual renewal. When an application is denied or withdrawn the director shall retain one-half of the fee.

(8) If a registration, or filing pursuant to RCW 21.20.050, of a broker-dealer, salesperson, investment adviser, federal covered adviser, or investment adviser representative is not renewed on or before December 31st of each year the renewal is delinquent. The director by rule or order may set and assess a fee for delinquency not to exceed two hundred dollars. Acceptance by the director of an application for renewal after December 31st is not a waiver of delinquency. A delinquent application for renewal will not be accepted for filing after March 1st.

(9)(a) For the transfer of a broker-dealer license to a successor, the fee shall be fifty dollars.

(b) For the transfer of a salesperson license from a broker-dealer or issuer to another broker-dealer or issuer, the transfer fee shall be twenty-five dollars.

(c) For the transfer of an investment adviser representative license from an investment adviser to another investment adviser, the transfer fee shall be twenty-five dollars.

(d) For the transfer of an investment adviser license to a successor, the fee shall be fifty dollars.

(13) For certified copies of any documents filed with the director, the fee shall be the cost to the department.

(14) For a duplicate license the fee shall be five dollars.

All fees collected under this chapter shall be turned in to the state treasury and are not refundable, except as herein provided.

§ 30.  FILING FEES. 

   (1)(a) Broker-dealers.  A person shall pay a fee of one hundred fifty dollars when initially filing an application for registration as a broker-dealer and a fee of seventy-five dollars when filing a renewal of registration as a broker-dealer.  If the filing results in a denial or withdrawal, the director shall retain seventy-five dollars of the fee.

       (b) The fee for transfer of a broker-dealer registration to a successor shall be fifty dollars. 

   (2)  Sales agents.  The fee for an individual is forty dollars when filing an application for registration as a sales agent, a fee of twenty dollars when filing a renewal of registration as a sales agent, and a fee of twenty-five dollars when filing for a change of registration as a sales agent.  If the filing results in a denial or withdrawal, the director shall retain twenty dollars of the fee.

   (3)(a) Investment advisers.  A person shall pay a fee of one hundred fifty dollars when filing an application for registration as an investment adviser and a fee of seventy-five dollars when filing a renewal of registration as an investment adviser.  If the filing results in a denial or withdrawal, the director shall retain seventy-five dollars of the fee.

       (b) The fee for transfer of an investment adviser registration to a successor shall be fifty dollars.

   (4) Investment adviser representatives.  The fee for an individual is forty dollars when filing an application for registration as an investment adviser representative, a fee of twenty dollars when filing a renewal of registration as an investment adviser representative, and a fee of twenty-five dollars when filing a change of registration as an investment adviser representative.  If the filing results in a denial or withdrawal, the director shall retain twenty dollars of the fee.

   (5)(a) Federal covered investment advisers.  A federal covered investment adviser required to file a notice under section 25 of this act shall pay an initial fee of one hundred fifty dollars and an annual notice fee of seventy-five dollars.  A fee shall not be assessed in connection with converting an investment adviser registration to a notice filing when the investment adviser becomes a federal covered adviser.

       (b) The fee for transfer of a notice filing of a federal covered investment adviser to a successor shall be fifty dollars.

USA with additional language to retain Washington’s current fee structure.

(f) [Payment.] A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this [Act].

§ 30(6).  Payment.  A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this chapter.

USA

[(g) [Dual agent/investment adviser representative.] An investment adviser representative who is registered as an agent under Section 402 and who represents a person that is both registered as a broker-dealer under Section 401 and registered as an investment adviser under Section 403 or required as a federal covered investment adviser to make a notice filing under Section 405 is not required to pay an initial or annual registration fee for registration as an investment adviser representative.]

§ 30(7).  Duplicate certificate.  The fee for a duplicate registration certificate shall be five dollars.

This optional subsection from the USA is not included, in order to avoid revenue impacts.  Instead, § 30(7) is used to preserve the duplicate license fee from RCW 21.20.340(14)