Revised Code of Washington - RCW Title 21 Securities And Investments - Chapter 21.20 Securities Act Of Washington

21.20.005 Definitions
The definitions set forth in this section shall apply throughout this chapter, unless the context otherwise requires: (1) "Director" means the director of financial institutions ...

21.20.010 Unlawful offers, sales, purchases
It is unlawful for any person, in connection with the offer, sale or purchase of any security, directly or indirectly: (1) To employ any device, ...

21.20.020 Unlawful acts of person advising another
(1) It is unlawful for any person who receives any consideration from another party primarily for advising the other person as to the value of ...

21.20.030 Unlawful acts of investment adviser
It is unlawful for any investment adviser to enter into, extend, or renew any investment advisory contract unless it provides in writing: (1) That the ...

21.20.035 Unlawful purchases or sales for customer's account
It is unlawful for a broker-dealer, salesperson, investment adviser, or investment adviser representative knowingly to effect or cause to be effected, with or for a ...

21.20.037 Variable contracts -- Registration required -- Rules
As required by chapter 48.18A RCW, a person selling variable contracts shall be registered as a broker-dealer or securities salesperson as required by this chapter. ...

21.20.040 Registration and notification required -- Exemptions
(1) It is unlawful for any person to transact business in this state as a broker-dealer or salesperson, unless: (a) The person is registered under ...

21.20.050 Application for registration -- Filing of documents -- Consent to service of process -- Fee
(1) A broker-dealer, salesperson, investment adviser, or investment adviser representative may apply for registration by filing with the director or his authorized agent an application ...

21.20.060 Contents of application for registration -- Capital requirements
The application shall contain whatever information the director requires concerning such matters as: (1) The applicant's form and place of organization; (2) The applicant's proposed ...

21.20.070 When registration effective -- Requirements determined by rule
If the application meets the requirements for registration, as the director may by rule or otherwise determine, and no denial order is in effect and ...

21.20.080 Duration of registration -- Association with issuer, broker-dealer, federal covered adviser, or investment adviser -- Notice to director -- Extension of licensing period
Registration of a broker-dealer, salesperson, investment adviser representative, or investment adviser shall be effective for a one-year period unless the director by rule or order ...

21.20.090 Renewal of registration -- Financial reports -- Application for a successor
Registration of a broker-dealer, salesperson, investment adviser representative, or investment adviser may be renewed by filing with the director or his or her authorized agent ...

21.20.100 Accounts, correspondence, memoranda, papers, books, and other records -- Release of information -- Correction of filed document -- Examination
(1) Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books, and other records, except with respect to securities ...

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
(1) The director may by order deny, suspend, revoke, restrict, condition, or limit any application or registration of any broker-dealer, salesperson, investment adviser representative, or ...

21.20.120 Denial, suspension, revocation of registration -- Order -- Request for, notice of hearing -- Findings and conclusions
Upon the entry of an order under RCW 21.20.110, the director shall promptly notify the applicant or registrant, as well as the employer or prospective ...

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, ...

21.20.135 License as salesperson or broker-dealer prerequisite to suit for commission
No suit or action shall be brought for the collection of a commission for the sale of a security, as defined within this chapter without ...

21.20.140 Unlawful to offer or sell unregistered securities -- Exceptions
It is unlawful for any person to offer or sell any security in this state unless: (1) The security is registered by coordination or qualification ...

21.20.180 Registration by coordination -- Requirements -- Statement, contents
Any security for which a registration statement has been filed under the securities act of 1933 or any securities for which filings have been made ...

21.20.190 Time of taking effect of registration statement by coordination -- Conditions -- "Price amendment", notification
A registration statement by coordination under RCW 21.20.180 automatically becomes effective at the moment the federal registration statement or other filing becomes effective if all ...

21.20.200 Failure to notify of price amendment, proof of compliance -- Stop order -- Waiver of certain conditions
Upon failure to receive the required notification and post-effective amendment with respect to the price amendment referred to in RCW 21.20.190, the director may enter ...

21.20.210 Registration by qualification -- Statements -- Requirements -- Audits
Any security may be registered by qualification. A registration statement under this section shall contain the following information and be accompanied by the following documents, ...

21.20.220 Information not required when nonissuer distribution
In the case of a nonissuer distribution, information may not be required under RCW 21.20.210 unless it is known to the person filing the registration ...

21.20.230 Time of taking effect of registration statement by qualification -- Conditions
A registration statement by qualification under RCW 21.20.210 becomes effective if no stop order is in effect and no proceeding is pending under RCW 21.20.280 ...

21.20.240 Registration statements -- Generally
A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. ...

21.20.250 Registration by qualification or coordination -- Escrow -- Impounding proceeds
The director may by rule or order require as a condition of registration by qualification or coordination (1) that any security issued within the past ...

21.20.260 Registration by coordination or qualification -- Offer and sale -- Duration of effectiveness
When securities are registered by coordination or qualification, they may be offered and sold by the issuer, any other person on whose behalf they are ...

21.20.270 Reports by filer of statement -- Annual financial statements
(1) The director may require the person who filed the registration statement to file reports, not more often than quarterly to keep reasonably current the ...

21.20.275 Pending registration -- Notice of termination -- Application for continuation
The director may in his or her discretion send notice to the registrant in any pending registration in which no action has been taken for ...

21.20.280 Stop orders -- Grounds
The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the director finds that ...

21.20.290 Stop order prohibited if facts known on effective date of statement
The director may not enter a stop order against an effective registration statement on the basis of a fact or transaction known to the director ...

21.20.300 Notification of entry of stop order -- Hearing -- Findings, conclusions, modification, etc
Upon the entry of a stop order under any part of RCW 21.20.280, the director shall promptly notify the issuer of the securities and the ...

21.20.310 Securities exempt from registration
RCW 21.20.140 through 21.20.300, inclusive, and 21.20.327 do not apply to any of the following securities: (1) Any security (including a revenue obligation) issued or ...

21.20.320 Exempt transactions
The following transactions are exempt from RCW 21.20.040 through 21.20.300 and21.20.327 except as expressly provided: (1) Any isolated transaction, or sales not involving a public ...

21.20.325 Denial, revocation, condition, of exemptions -- Authority -- Procedure
The director or administrator may by order deny, revoke, or condition any exemption specified in subsections (10), (11), (12) or (13) of RCW 21.20.310 or ...

21.20.327 Required filings -- Consent to service -- Failure to comply -- Rules -- Fees
(1) The director, by rule or otherwise, may require the filing of any or all of the following documents and the payment of the following ...

21.20.330 Consent to service of process -- Service, how made
Every applicant for registration as a broker-dealer, investment adviser, investment adviser representative, or salesperson under this chapter, every issuer that files an application to register ...

21.20.340 Fees -- Disposition
The following fees shall be paid in advance under the provisions of this chapter: (1)(a) For registration of securities by qualification, the fee shall be ...

21.20.350 False or misleading statements in filed documents
It is unlawful for any person to make or cause to be made, in any document filed with the director or in any proceeding under ...

21.20.360 Filing, registration, statement, exemption not conclusive as to truth or completeness -- Unlawful representations
Neither the fact that an application for registration under RCW 21.20.050, a registration statement under RCW 21.20.180 or 21.20.210 has been filed, nor the fact ...

21.20.370 Investigations -- Statement of facts relating to investigation may be permitted -- Publication of information -- Use of criminal history record information
(1) The director in his or her discretion (a) may annually, or more frequently, make such public or private investigations within or without this state ...

21.20.380 Oaths -- Subpoenas -- Assisting another state -- Compelling obedience -- Punishment
(1) For the purpose of any investigation or proceeding under this chapter, the director or any officer designated by the director may administer oaths and ...

21.20.390 Injunction, cease and desist order, restraining order, mandamus -- Appointment of receiver or conservator for insolvent -- Restitution or damages -- Costs -- Accounting
Whenever it appears to the director that any person has engaged or is about to engage in any act or practice constituting a violation of ...

21.20.395 Administrative action -- Hearing -- Judicial review -- Judgment
(1) A person who, in an administrative action by the director, is found to have knowingly or recklessly violated any provision of this chapter, or ...

21.20.400 Penalty for violation of chapter -- Limitation of actions (as amended by 2003 c 288)
(1) Any person who willfully violates any provision of this chapter except RCW 21.20.350, or who willfully violates any rule or order under this chapter, ...

21.20.400 Penalty for violation of chapter -- Limitation of actions (as amended by 2003 c 53)
(1) Any person who willfully violates any provision of this chapter except RCW 21.20.350, or who willfully violates any rule or order under this chapter, ...

21.20.410 Attorney general, prosecuting attorney may institute criminal proceeding -- Referral of evidence by director
(1) The director may refer such evidence as may be available concerning violations of this chapter or of any rule or order hereunder to the ...

21.20.420 Criminal punishment, chapter not exclusive
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime by statute or at ...

21.20.430 Civil liabilities -- Survival, limitation of actions -- Waiver of chapter void -- Scienter
(1) Any person, who offers or sells a security in violation of any provisions of RCW 21.20.010, 21.20.140 (1) or (2), or 21.20.180 through 21.20.230, ...

21.20.435 Assurance of discontinuance of violations -- Acceptance -- Filing
In the enforcement of this chapter, the director may accept an assurance of discontinuance of violations of the provisions of this chapter from any person ...

21.20.440 Judicial review of order -- Modification of order by director on additional evidence
Any person aggrieved by a final order of the director may obtain a review of the order in the county in which that person resides ...

21.20.450 Administration of chapter -- Rules and forms, publication -- Cooperation with other state and federal authorities
(1) The administration of the provisions of this chapter shall be under the department of financial institutions. The director may from time to time make, ...

21.20.460 Administrator of securities -- Appointment, qualifications, term, etc
The director shall appoint a competent person to administer this chapter who shall be designated administrator of securities. The director shall delegate to the administrator ...

21.20.470 Compensation, travel expenses of administrator and employees
The administrator, and any person employed by the administrator, shall be paid, in addition to regular compensation, travel expenses incurred by each of them in ...

21.20.480 Unlawful use or disclosure of filed information
It is unlawful for the director or any of the director's officers or employees to use for personal benefit any information which is filed with ...

21.20.490 No liability under chapter for act in good faith
No provision of this chapter imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, or ...

21.20.500 Administrative hearings public -- Exception
Every hearing in an administrative proceeding shall be public unless the director in his or her discretion grants a request joined in by all the ...

21.20.510 Document filed when received -- Register -- Inspection of register, information, etc
A document is filed with the director when it is received by the director or by a person as the director designates by rule or ...

21.20.520 Copies of entries, documents to be furnished -- Copies as prima facie evidence
Upon request and at such reasonable charges as the director prescribes, the director shall furnish to any person photostatic or other copies (certified under his ...

21.20.530 Interpretative opinions by director
The director in his or her discretion may honor requests from interested persons for interpretative opinions.[1979 ex.s. c 68 § 38; 1959 c 282 § ...

21.20.540 Exemptions, exceptions, and preemptions -- Burden of proof
In any proceeding under this chapter, the burden of proving an exemption, an exception from a definition, or a preemption of a provision of this ...

21.20.550 State advisory committee -- Composition, appointment, qualifications
There is hereby created a state advisory committee which shall consist of seven members to be appointed by the governor on the basis of their ...

21.20.560 State advisory committee -- Chairperson, secretary -- Meetings
(1) The committee shall select a chairperson and a secretary from their group. (2) Regular meetings may be held quarterly, or semiannually, and special meetings ...

21.20.570 State advisory committee -- Terms -- Vacancies
The first members of the committee shall hold office as follows: Two members to serve two years; two members to serve three years; and three ...

21.20.580 State advisory committee -- Duties
The advisory committee shall: (1) Serve in an advisory capacity to the director on all matters pertaining to this chapter. (2) Acquaint themselves fully with ...

21.20.590 State advisory committee -- Reimbursement of travel expenses
The advisory committee shall be reimbursed for their travel expenses in accordance with RCW 43.03.050 and 43.03.060 as now existing or hereafter amended.[1981 c 272 ...

21.20.700 Investigations and examinations -- Additional authority -- Scope
(1) In addition to the authority conferred in RCW 21.20.370 the director at any time during a public offering whether registered or not, or one ...

21.20.702 Suitability of recommendation--Reasonable grounds required
(1) In recommending to a customer the purchase, sale, or exchange of a security, a broker-dealer, salesperson, investment adviser, or investment adviser representative must have ...

21.20.705 Debenture companies -- Definitions
When used in this chapter, unless the context otherwise requires: (1) "Debenture company" means an issuer of any note, debenture, or other debt obligation for ...

21.20.710 Debenture companies -- Capital requirements
(1) Except as provided in subsection (2) of this section, a debenture company shall not offer for sale any security other than capital stock if ...

21.20.715 Debenture companies -- Maturity date requirements
Any debenture company offering debt securities to the public shall provide that at least fifty percent of the amount of those securities sold have maturity ...

21.20.717 Debenture companies -- Controlling person -- Exceptions
(1) For purposes of the provisions of this chapter relating to debenture companies a person shall be deemed a controlling person if: (a) Such person ...

21.20.720 Debenture companies -- Prohibited activities by directors, officers, or controlling persons
(1) A director, officer, or controlling person of a debenture company shall not: (a) Have any interest, direct or indirect, in the gains or profits ...

21.20.725 Debenture companies -- Debentures payable on demand--Interest--Certificates of debenture
(1) A debenture company shall not issue any debenture payable on demand nor pay or accrue interest beyond the maturity date of any debenture. (2) ...

21.20.727 Debenture companies -- Acquisition of control -- Requirements -- Violation -- Penalty
(1) It is unlawful for any person to acquire control of a debenture company until thirty days after filing with the director a copy of ...

21.20.730 Debenture companies -- Acquisition of control -- Grounds for disapproval
The director may disapprove the acquisition of a debenture company within thirty days after the filing of a complete application under RCW 21.20.727 or an ...

21.20.732 Debenture companies -- Notice of charges -- Hearing -- Cease and desist orders
(1) The director may issue and serve upon a debenture company a notice of charges if in the opinion of the director any debenture company: ...

21.20.734 Debenture companies -- Temporary cease and desist orders
Whenever the director determines that any violation, act, or practice specified in RCW 21.20.732 or its continuation is likely to cause insolvency or substantial dissipation ...

21.20.740 Reports -- Requirements
(1) Every issuer which has registered securities under Washington state securities law shall file with the director reports described in subsection (2) of this section. ...

21.20.745 Reports -- Violations of reporting requirements -- Penalties -- Contribution
(1) It is unlawful for any person, including the officers and directors of any issuer, to fail to file a report required by RCW 21.20.740 ...

21.20.750 Reports -- Suspension of sale of securities until reporting requirements complied with
In case of a violation of RCW 21.20.740 and 21.20.745, the director may suspend sale or trading by or through a broker-dealer of the securities ...

21.20.800 Severability -- 1973 1st ex.s. c 171
If any provision of this 1973 amendatory act, or its application to any person or circumstance is held invalid, the remainder of the act, or ...

21.20.805 Effective date -- Construction -- 1973 1st ex.s. c 171
This 1973 amendatory act shall take effect on January 1, 1975: PROVIDED HOWEVER, That debenture companies registered pursuant to chapter 21.20 RCW as of January ...

21.20.810 Application of chapter not limited
Nothing in RCW 21.20.700 through 21.20.750 and 21.20.815 through 21.20.855 limits the application of other provisions of this chapter.[1988 c 244 § 7.]Notes: Severability -- ...

21.20.815 Debenture companies -- Equity investments
(1) A debenture company shall not, without prior written consent of the director: (a) Make equity investments in a single project or subsidiary of more ...

21.20.820 Debenture companies -- Loans to any one borrower -- Limitations
(1) Except as provided in subsection (3) of this section, a debenture company shall not loan or invest in a loan or loans to any ...

21.20.825 Debenture companies -- Bad debts
(1) Any debt due a debenture company on which interest is one year or more past due and unpaid shall be considered a bad debt ...

21.20.830 Debenture companies -- Investments in unsecured loans
(1) A debenture company shall not invest more than twenty percent of its assets in unsecured loans. (2)(a) Except as provided in (b) of this ...

21.20.835 Debenture companies -- Debenture holders -- Notice of maturity date of debenture
Every debenture company shall notify each of its debenture holders of the maturity date of the holder's debenture by sending a notice to the holder ...

21.20.840 Debenture companies -- Annual financial statement
A debenture company shall send annually and in a timely manner either a copy of its annual financial statements or a summary of its financial ...

21.20.845 Debenture companies -- Rules
The director may adopt rules to govern examinations and reports of debenture companies and to otherwise govern the administration of debenture companies under this chapter.[1988 ...

21.20.850 Debenture companies -- Record maintenance and preservation -- Examination
Every debenture company shall make and keep such accounts and other records as shall be prescribed by the director. All records so required shall be ...

21.20.855 Debenture companies -- Examination reports and information -- Exempt from public disclosure -- Use in civil actions
(1) Examination reports and information obtained by the director or the director's representatives in conducting examinations pursuant to RCW 21.20.700 shall not be subject to ...

21.20.900 Construction to secure uniformity
This chapter shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it and to ...

21.20.905 Severability -- 1959 c 282
If any provision of this chapter or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions ...

21.20.910 Saving -- Civil, criminal proceedings
Prior law exclusively governs all suits, actions, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring ...

21.20.915 Saving -- Prior effective registrations
All effective registrations under prior law and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect ...

21.20.920 Application of prior law
Prior law applies in respect to any offer or sale made within one year after the *effective date of this chapter pursuant to an offering ...

21.20.925 Judicial review of prior administrative orders
Judicial review of all administrative orders as to which review proceedings have not been instituted by the *effective date of this chapter are governed by ...

21.20.930 Solicitation permits under insurance laws not limited
Nothing in this chapter shall in any way limit the provisions of RCW 48.06.030.[1959 c 282 § 67.] ...

21.20.935 Repealer
The following acts and parts of acts are hereby repealed: (1) Chapter 69, Laws of 1923; chapter 97, Laws of 1935; chapter 182, Laws of ...

21.20.940 Short title
This chapter shall be known as "The Securities Act of Washington."[1959 c 282 § 69.] ...