The Massachusetts Securities Division and Texas State Securities Board are the latest state securities regulatory agencies to extend filing deadlines from anticipated filing disruptions caused by the coronavirus.
To access the orders issued by other state regulators, along with the list of state legislatures that have postponed their legislative sessions, please click here.
Massachusetts. The Massachusetts Securities Division issued an emergency notice extending the filing deadline for securities registrations, exemption notices, consents to service of process, corporate resolutions, broker-dealers, agents, investment advisers, and investment adviser representatives.
A March 24, 2020 issued emergency order by the Massachusetts Secretary of the Commonwealth authorized the Securities Division to issue an emergency notice. The order emphasized that financial professionals must keep a copy of the emergency order and emergency notice in their records to document their reliance on the emergency order and emergency notice because any activities not meeting the order’s or notice’s conditions may later be treated by the Securities Commissioner and Staff as non-exempt, unregistered securities activity, thereby subjecting the financial professionals to state enforcement action.
Emergency order. The emergency order, effective until April 30, 2020 unless extended or rescinded, authorized the Securities Division to do the following:
- Pertaining to securities registration applications, exemption filings, securities notice filings, consent to service of process forms and related corporate resolutions—waives or modifies the Massachusetts Securities Act and rule signature and notarization requirements;
- Pertaining to individual agents and investment adviser representatives—waives or modifies their registration application signature;
- Pertaining to investment adviser representative applicants—waives or modifies the requirement to include the Criminal Offender Record Information (CORI) acknowledgment form with their registration application; and
- Pertaining to investment advisers—waives or modifies the Form ADV update and delivery requirement.
- (A) Pertaining to securities registration applications, exemption filings, securities notice filings, consent to service of process forms, and related corporate resolutions—waives the manual signature requirement. When signatures are required, the Securities Division will accept: (i) evidence of electronic signatures or copies of signed documents including pdf copies; or (ii) any recognized showing that a document is signed (at the Securities Division’s discretion); and (B) Pertaining to forms used for securities registration applications, exemption filings, securities notice filings, consent to service of process forms, and related corporate resolutions—including Forms U-1, U-2 and U-2A—waives the notarization requirement.
- Pertaining to individual agents and investment adviser representatives—allows submitting Form U-4 electronically without first obtaining the agent’s or investment adviser representative’s physical signature, as long as the firm: (i) before filing Form U-4, provides the individual agent or investment adviser representative with a copy of the completed form; (ii) before filing the Form, obtains the individual agent’s or investment adviser representative’s written agreement that the U-4 content is complete and accurate; (iii) retains the written acknowledgment in accordance with Massachusetts’ laws and regulations; and (iv) obtains the applicant’s physical signature as soon as practicable.
- Pertaining to investment adviser representative applicants who are unable to submit a notarized Criminal Offender Record Information (CORI) acknowledgment form with their registration application—allows submitting an affidavit (available on the Securities Division’s COVID19 response page on the Massachusetts Commonwealth website) but the completed form must contain the following statements: (i) that the applicant has submitted all of the application’s components except for the notarized CORI form; (ii) that the applicant will, within 10 days after the March 24, 2020-issued emergency order’s end date, submit a notarized CORI form to the Securities Division; (iii) that the applicant understands that when the Securities Division receives the CORI form, it will use it to obtain the Applicant’s Criminal Offender Record Information; and (iv) that the applicant understands that the Securities Division, as authorized by the Massachusetts Securities Act, may suspend, revoke, or take other appropriate action with the applicant’s registration based on the Criminal Offender Record Information findings.
- Pertaining to investment advisers’ annual filing update and document delivery requirements—they may perform their Form ADV filing, updating and customer delivery requirements up to 45 days after the performance due date for these filing updates and delivery requirements. Important note: this relief is unavailable for persons or entities not registered as investment advisers in Massachusetts.
A Texas-registered investment adviser or exempt reporting adviser unable to meet a filing deadline or delivery requirement due on or after March 13, 2020 because of COVID-19 will have until the end of April 30, 2020 to provide the Texas Securities Commissioner via email at submissions@ssb.texas.gov (mailto:submissions@ssb.texas.gov), as well as disclose on its public website (or absent a public website, promptly notify its clients and/or private fund investors) that it is relying on this Texas-issued waiver (the order). The Texas-registered investment adviser or exempt reporting adviser must also:
- Briefly provide the reasons why it could not timely file its Texas-required Form ADV or Form PF, and/or deliver its disclosure statements/brochures;
- Provide the estimated date when it expects to file the Form ADV or Form PF, and/or deliver the disclosure statements/brochures; and
- File the Form ADV or Form PF and/or deliver the disclosure statement/brochure as soon as practicable, but not later than 45 days after the filing’s and/or the disclosure statement’s/brochure’s original due date.