SB 677 — Increasing fees charged by Commissioner of Securities for each offering

WEST VIRGINIA LEGISLATURE REGULAR SESSION Enrolled Committee Substitute for Senate Bill 677 BYSENATOR SMITH(MR.

RESIDEN) [Reported[Passed MarchApril 29,11, 2025,2025; from the Committee on Finance] CS for SB 677 A BILL to amend and reenact §32-2-202, §32-3-304a, §32-3-305, and §32-4-406 of the Code of West Virginia, 1931, as amended, relating to fee changes in the Uniform Securities Act;

in effect 90 days from passage (July 10, 2025)] Enr CS for SB 677 AN ACT to amend and reenact §32-2-202, §32-3-304a, §32-3-305, and §32-4-406 of the Code of West Virginia, 1931, as amended, relating to fee changes in the Uniform Securities Act;

If no denial order is in effect and no proceeding is pending under §32-2-204 of this code, registration becomes effective Enr CS for SB 677 at noon of the thirtieth day after an application is filed.

(c) Every applicant for initial or renewal registration shall pay a filing fee of $300 in the case of a broker-dealer and the agent of an issuer, $66 $70 in the case of an agent, $200 in the case of an investment adviser, and $75 for each investment adviser representative.

(e) The commissioner may, by rule or order, require a minimum capital for registered broker-dealers, subject to the limitations of Section 15 of the Securities Exchange Act of 1934 and establish minimum financial requirements for investment advisers, subject to the limitations of Section 222 of the Investment Advisers Act of 1940, which may include different requirements Enr CS for SB 677 for those investment advisers who maintain custody of clients’ funds or securities or who have discretionary authority over same and those investment advisers who do not.

Enr CS for SB 677 ARTICLE 3.

(c) With respect to any security that is a federal-covered security under Section 18(b)(4)(D) of the Securities Act of 1933, the commissioner, by rule or order, may require the issuer to file a notice on SEC Form D and a consent to service of process signed by the issuer no later than 15 Enr CS for SB 677 days after the first sale of such federal-covered security in this state, together with a fee as established by rule by the commissioner.

Enr CS for SB 677 (e) (f) The commissionermaycommissioner may issue a stop order suspending the offer and sale of a federal- covered security, except a federal-covered security under Section 18(b)(1) of the Securities Act of 1933, if it finds that:

(f) (g) The commissioner, by rule or order, may waive any or all of the provisions of this section.

(d) In any case where securities sold in this state are in excess of the aggregate amount of securities specified under subsection (c) of this section, the commissioner may require payment of an oversale assessment which shall be three times an amount which equals the difference between the filing fee that would have been payable under subsection (b) of this section based Enr CS for SB 677 upon the total amount of securities sold in this state and the total filing fees previously paid to the commissioner with respect to such registration or notice filing, but in no case shall the oversale assessment be less than $420 or be more than $1,800.

(j) Every registration statement is effective for one year from its effective date or any longer period during which the security is being offered or distributed in a nonexempted transaction by Enr CS for SB 677 or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him or her as a participant in the distribution, except during the time a stop order is in effect under §32-3-306 of this code.

Enr CS for SB 677 (n) Every person amending a registration statement or notice filing or offering a document without increasing the dollar amount registered shall pay a $60 fee for each amended statement, notice filing, or document.

(o) Every registered issuer or notice filing shall annually file a sales report and shall pay a filing fee for that report of one eighth of one percent of the maximum offering price at which the registered or noticed securities are offered in this state but the fee shall in no case be less than $240 $300 nor more than $1,800.

The Auditor shall pay into the fund 20 25 percent of all fees collected as provided for in this chapter.

If, at the end of any fiscal year, the balance in the special operating fund exceeds 20 25 percent of the gross revenues from the special operating fund operations, the excess shall be transferred to the General Revenue Fund.

No provision of this chapter authorizes the commissioner or any of his or her Enr CS for SB 677 officers or employees to disclose any information except among themselves or when necessary or appropriate in a proceeding or investigation under this chapter.

10Enr CS for SB 677 The Clerk of the Senate and the Clerk of the House of Delegates hereby certify that the foregoing bill is correctly enrolled.

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Clerk of the Senate ...............................................................

Clerk of the House of Delegates Originated in the Senate.

In effect 90 days from passage.

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President of the Senate ...............................................................

Speaker of the House of Delegates __________ The within is ................................................

this the...........................................

Day of ..........................................................................................................., 2025.

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Governor 11