CHAPTER 1 (Reserved for future use)
CHAPTER 2 DEFINITIONS AND FEDERAL COORDINATION
51-2.1  The following terms as used in these rules, unless the context otherwise requires, are defined:
A.  “Commissioner” or “Securities Commissioner” means the Colorado Securities Commissioner.
B.  “CRD” means the Central Registration Depository of the  Financial Industry Regulatory Authority, Inc.and the North American Securities Administrators Association, Inc. C.  “Division” means the Colorado Division of Securities, 1580 Lincoln Street, Suite 420, Denver, CO 80203.
D.  “NASAA” means the North American Securities Administrators Association, Inc.
E.  ”FINRA” means the  Financial Industry Regulatory Authority, Inc.
F.  “SEC” means the federal Securities and Exchange Commission.
G.  “33 Act” means the federal Securities Act of 1933 and the rules and regulations promulgated thereunder.
H.  “34 Act” means the federal Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
I.  “Mortgage broker-dealer” means a “broker-dealer” other than a broker-dealer registered under the 34 Act whose business is limited exclusively to effecting transactions in notes, bonds or evidences of indebtedness secured by mortgages or deeds of trust upon real estate.
J.  “Mortgage sales representative” means a “sales representative” who represents a mortgage broker-dealer.
K.  “40 Act” means the federal Investment Advisers Act of 1940 and the rules and regulations promulgated thereunder.
L.  “IARD” means the Investment Adviser Registration Depository of the federal Securities and Exchange Commission and the North American Securities Administrators Association, Inc., as maintained  by the Financial Industry Regulatory Authority, Inc. 

51-3.9  Transactional Securities Exemption for Non-Issuer Distribution of Outstanding Security
For the purposes of section 11-51-308(1)(b)(I), C.R.S., the following manuals are recognized:
A Mergent Industrial Manual;
B.   Mergent Municipal and Government Manual;
C.  Mergent Transportation Manual;
D.  Mergent Public Utility Manual;
E.  Mergent Bank and Finance Manual;
F.  Mergent OTC Industrial Manual;
G.  Mergent International Manual;
H.  Standard & Poor's Standard Corporation Descriptions;
I.  Periodic supplements to each recognized securities manual.
51-3.10  Exemption for Oil and Gas Auctions
The offer and sale by auction of interests in or under oil, gas or mining leases, fees, or titles, including real property from which the minerals have not been severed, or contracts relating thereto, are transactions in securities exempted from the securities registration requirements of the Colorado Securities Act, provided as follows:
B.  All offers and sales by auction of the interests are conducted by a Colorado licensed broker-dealer registered with the SEC as a broker and dealer and a member of the FINRA.

51-4.1  Application for a Broker-Dealer License
B.  A person applying for a license as a broker-dealer in Colorado who is registered under the 34 Act shall send such application and amendments to such application, and any applicable fee, made payable to the FINRA (or such other payee as the FINRA or CRD may designate), to the CRD with Colorado designated as a recipient state. An application or amendment shall be deemed filed with the Securities Commissioner on the date CRD enters it if CRD verification is not required, or the date CRD verifies it if CRD verification is required.
51-4.3  Application for a Sales Representative License
B.  A person affiliated with an FINRA broker-dealer applying for a license as a sales representative in Colorado shall send the application, any amendments to such application and any applicable fee, with check made payable to the FINRA (or such other payee as the FINRA or CRD may designate), through such FINRA broker-dealer, to the CRD with Colorado designated as a recipient state. An application and amendments to such application shall be deemed filed with the Securities Commissioner on the date CRD enters it if CRD verification is not required, or the date CRD verifies it if CRD verification is required.
C.  A person who is not affiliated with an FINRA broker-dealer who is applying for a license as a sales representative in Colorado shall send the application and amendments to such application, through the broker-dealer or issuer with which the person is affiliated, to the Securities Commissioner.
E.  An applicant for a license under section 11-51-403, C.R.S., as a sales representative for a broker-dealer who is not registered as a broker-dealer under the 34 Act, including a mortgage sales representative, or for an issuer shall successfully complete the Uniform Securities Agent State Law Examination (Series 63) administered by the FINRA.
F.  In addition to the examination required by paragraph E above, an applicant for a license under section 11-51-403, C.R.S., as a sales representative for either a broker-dealer who is not registered as a broker-dealer under the 34 Act and whose securities business is limited solely to the offer and sale of direct participation investments involving real estaterelated securities or an issuer whose business is equally limited, in addition to the examination required in paragraph E above, shall successfully complete the Uniform Real Estate Securities Examination (Series 64) administered by the FINRA. The Direct Participation Program Representative Examination (Series 22) or the Direct Participation Principal Examination (Series 39) administered by the FINRA may be substituted for the Series 64 at the election of the applicant.
G.  The examination requirements described in paragraphs E and F above may be satisfied upon proof that the respective examinations were successfully completed within the two (2) year period immediately preceding the date of the application for licensing.
I.  No FINRA broker-dealer or SEC registered entity shall permit any applicant for  a sales representative license in Colorado to apply for such a license, or any affiliated  sales representative license in Colorado to continue to perform duties as a sales representative, unless such person has complied with the requirements of subparagraph (1) hereof.
1.  Any applicant or affiliated sales representative must be lawfully present in the United States. An applicant or affiliated sales representative may verify their lawful presence in the United States by producing to the FINRA broker dealer or SEC registered entity any of the following:
	a.  Federal Form I-9 Employment Eligibility Verification Form;
b.  An executed affidavit stating that he or she is a United States citizen or legal permanent resident in a form substantially similar to Form AE;
	2.  Every FINRA broker-dealer or SEC registered entity shall record, maintain, and preserve in an easily accessible place the documentation, or copies thereof, which the applicant and affiliated sales representative produced which verifies their lawful presence in the United States.
J.  A person who is not affiliated with either an FINRA broker-dealer or SEC registered entity, who is applying for a license as a sales representative in Colorado, or continuing to perform duties as a sales representative in Colorado, shall send with their application or renewal to the Securities Commissioner the following documentation:
51-4.4  Withdrawal of a Sales Representative License
B.  For a person affiliated with an FINRA broker-dealer, an application to withdraw as a sales representative in Colorado and any amendments to such application shall be sent, through such FINRA broker-dealer, to the CRD with Colorado designated as a recipient state. An application for withdrawal and any amendments to such application shall be deemed filed with the Securities Commissioner on the date CRD enters it if CRD verification is not required, or the date CRD verifies it if CRD verification is required.
C.  For a person not affiliated with an FINRA broker-dealer, an application for withdrawal from licensing in Colorado as a sales representative and any amendments to such application shall be sent through the broker-dealer or issuer with which the person is affiliated to the Securities Commissioner.

CHAPTER 4 (IA) NOTICE FILING FROM FEDERAL COVERED ADVISERS. LICENSING OF INVESTMENT ADVISERS AND INVESTMENT ADVISER REPRESENTATIVES
51-4.1(IA)  General Provisions
C.  Notwithstanding subsection B. of this Rule, the electronic filing of any particular document and the collection of related processing fees, if any, shall not be required until such time as IARD provides for receipt of such filings and fees and 30 days notice is provided by the Securities Commissioner. The notice provided by the Securities Commissioner may set the effective date for any such electronic filing. Any documents or fees required to be filed with the Securities Commissioner that are not permitted to be filed with or cannot be accepted by IARD shall be filed directly with the Securities Commissioner.

51-4.6(IA)  Books and Records Requirements for Licensed Investment Advisers
A.  Except as otherwise provided in section I for out-of-state investment advisers, every investment adviser licensed or required to be licensed under the Act shall make and keep true, accurate and current the following books, ledgers and records:
15.  For each client obtained by the investment adviser by means of a solicitor to whom a cash fee was paid by the investment adviser:
 (c)  a copy of the solicitor's written disclosure statement. The written agreement, acknowledgment and solicitor disclosure statement will be considered to be in compliance if such documents are in compliance with Rule 51-4.9(IA) or Rule 275.206(4)-3 of the 40 Act.
51-4.8(IA)  Dishonest and Unethical Conduct
Introduction
A person who is an investment adviser or an investment adviser representative is a fiduciary and has a duty to act primarily for the benefit of its clients. While the extent and nature of this duty varies according to the nature of the relationship between an investment adviser and its clients and the circumstances of each case, an investment adviser or investment adviser representative shall not engage in dishonest or unethical conduct including the following:
R.  Entering into, extending, or renewing any investment advisory contract contrary to the provisions of Section 205 of the 40 Act. This provision shall apply to all advisers and investment adviser representatives registered or required to be registered under this Act notwithstanding whether such adviser would be exempt from federal registration pursuant to section 203(b) of the 40 Act.

51-7.1  Consent to Service of Process
B.  An applicant who is registered or registering with the FINRA or who is affiliated with a FINRA broker-dealer shall file the Consent to Service of Process, through such FINRA broker-dealer, with the CRD. The Consent to Service of Process shall be deemed to be filed with the Securities Commissioner on the date CRD enters it if CRD verification is not required, or the date CRD verifies it if CRD verification is required.
D.  The Consent to Service of Process of a sales representative who is not registered or registering with the FINRA or who is not affiliated with an FINRA broker-dealer shall be filed through the broker-dealer, or issuer with which the person is affiliated with the Securities Commissioner.