(a) If the secretary of state finds that the order is in
the public interest and subsection (d) of this section
authorizes the action, an order issued under this act may deny
an application, or may condition or limit registration of an
applicant to be a broker-dealer, agent, investment adviser, or
investment adviser representative, and, if the applicant is a
broker-dealer or investment adviser, of a partner, officer,
director, or person having a similar status or performing
similar functions, or a person directly or indirectly in
control, of the broker-dealer or investment adviser.
(b) If the secretary of state finds that the order is in
the public interest and subsection (d) of this section
authorizes the action, an order issued under this act may
revoke, suspend, condition, or limit the registration of a
registrant and, if the registrant is a broker-dealer or
investment adviser, of a partner, officer, director, or person
having a similar status or performing similar functions, or a
person directly or indirectly in control, of the broker-dealer
or investment adviser. However, the secretary of state may not:
(i) Institute a revocation or suspension proceeding
under this subsection based on an order issued under a law of
another state that is reported to the secretary of state or a
designee of the secretary of state more than one (1) year after
the date of the order on which it is based; or
(ii) Under subparagraph (d)(v)(A) or (B) of this
section, issue an order on the basis of an order issued under
the securities act of another state unless the other order was
based on conduct for which subsection (d) would authorize the
action had the conduct occurred in this state.
(c) If the secretary of state finds that the order is in
the public interest and paragraph (d)(i) through (vi), (viii),
(ix), (x), or (xii) and (xiii) of this section authorizes the
action, an order under this act may censure, impose a bar or
impose a civil penalty in an amount not to exceed a maximum of
five thousand dollars ($5,000.00) for a single violation or
fifty thousand dollars ($50,000.00) for more than one (1)
violation, on a registrant, and, if the registrant is a
broker-dealer or investment adviser, a partner, officer,
director, or person having a similar status or performing
similar functions, or a person directly or indirectly in
control, of the broker-dealer or investment adviser.
(d) A person may be disciplined under subsections (a)
through (c) of this section if the person:
(i) Has filed an application for registration in this
state under this act or the predecessor act within the previous
ten (10) years, which, as of the effective date of registration
or as of any date after filing in the case of an order denying
effectiveness, was incomplete in any material respect or
contained a statement that, in light of the circumstances under
which it was made, was false or misleading with respect to a
material fact;
(ii) Willfully violated or willfully failed to comply
with this act or the predecessor act or a rule adopted or order
issued under this act or the predecessor act within the previous
ten (10) years;
(iii) Has been convicted of a felony that relates to
practice in securities and investing or to the ability to
practice as a broker-dealer, agent, investment adviser, or
investment adviser representative, as identified in rule by the
secretary of state consistent with W.S. 33-1-304, or within the
previous ten (10) years has been convicted of a misdemeanor
involving a security, a commodity future or option contract, or
an aspect of a business involving securities, commodities,
investments, franchises, insurance, banking, or finance;
(iv) Is enjoined or restrained by a court of
competent jurisdiction in an action instituted by the secretary
of state under this act or the predecessor act, a state, the
securities and exchange commission, or the United States from
engaging in or continuing an act, practice, or course of
business involving an aspect of a business involving securities,
commodities, investments, franchises, insurance, banking, or
finance;
(v) Is the subject of an order, issued after notice
and opportunity for hearing by:
(A) The securities, depository institution,
insurance, or other financial services regulator of a state or
by the securities and exchange commission or other federal
agency denying, revoking, barring, or suspending registration as
a broker-dealer, agent, investment adviser, federal covered
investment adviser, or investment adviser representative;
(B) The securities regulator of a state or the
securities and exchange commission against a broker-dealer,
agent, investment adviser, investment adviser representative, or
federal covered investment adviser;
(C) The securities and exchange commission or a
self-regulatory organization suspending or expelling the
registrant from membership in the self-regulatory organization;
(D) A court adjudicating a United States postal
service fraud order;
(E) The insurance regulator of a state denying,
suspending, or revoking registration as an insurance agent; or
(F) A depository institution regulator
suspending or barring the person from the depository institution
business.
(vi) Is the subject of an adjudication or
determination, after notice and opportunity for hearing, by the
securities and exchange commission, the commodity futures
trading commission; the federal trade commission; a federal
depository institution regulator, or a depository institution,
insurance, or other financial services regulator of a state that
the person willfully violated the Securities Act of 1933, the
Securities Exchange Act of 1934, the Investment Advisers Act of
1940, the Investment Company Act of 1940, or the Commodity
Exchange Act, the securities or commodities law of a state, or a
federal or state law under which a business involving
investments, franchises, insurance, banking, or finance is
regulated;
(vii) Is insolvent, either because the person's
liabilities exceed the person's assets or because the person
cannot meet the person's obligations as they mature, but the
secretary of state may not enter an order against an applicant
or registrant under this paragraph without a finding of
insolvency as to the applicant or registrant;
(viii) Refuses to allow or otherwise impedes the
secretary of state from conducting an audit or inspection under
W.S. 17-4-411(d) or refuses access to a registrant's office to
conduct an audit or inspection under W.S. 17-4-411(d);
(ix) Has failed to reasonably supervise an agent,
investment adviser representative, or other individual, if the
agent, investment adviser representative, or other individual
was subject to the person's supervision and committed a
violation of this act or the predecessor act or a rule adopted
or order issued under this act or the predecessor act within the
previous ten (10) years;
(x) Has not paid the proper filing fee within thirty
(30) days after having been notified by the secretary of state
of a deficiency, but the secretary of state shall vacate an
order under this paragraph when the deficiency is corrected;
(xi) After notice and opportunity for a hearing, has
been found within the previous ten (10) years:
(A) By a court of competent jurisdiction to have
willfully violated the laws of a foreign jurisdiction under
which the business of securities, commodities, investment,
franchises, insurance, banking, or finance is regulated;
(B) To have been the subject of an order of a
securities regulator of a foreign jurisdiction denying,
revoking, or suspending the right to engage in the business of
securities as a broker-dealer, agent, investment adviser,
investment adviser representative, or similar person; or
(C) To have been suspended or expelled from
membership by or participation in a securities exchange or
securities association operating under the securities laws of a
foreign jurisdiction.
(xii) Is the subject of a cease and desist order
issued by the securities and exchange commission or issued under
the securities, commodities, investment, franchise, banking,
finance, or insurance laws of a state;
(xiii) Has engaged in dishonest or unethical
practices in the securities, commodities, investment, franchise,
banking, finance, or insurance business within the previous ten
(10) years; or
(xiv) Is not qualified on the basis of factors such
as training, experience, and knowledge of the securities
business. However, in the case of an application by an agent for
a broker-dealer that is a member of a self-regulatory
organization or by an individual for registration as an
investment adviser representative, a denial order may not be
based on this paragraph if the individual has successfully
completed all examinations required by subsection (e) of this
section. The secretary of state may require an applicant for
registration under W.S. 17-4-402 or 17-4-404 who has not been
registered in a state within the two (2) years preceding the
filing of an application in this state to successfully complete
an examination.
(e) A rule adopted or order issued under this act may
require that an examination, including an examination developed
or approved by an organization of securities regulators, be
successfully completed by a class of individuals or all
individuals. An order issued under this act may waive, in whole
or in part, an examination as to an individual and a rule
adopted under this act may waive, in whole or in part, an
examination as to a class of individuals if the secretary of
state determines that the examination is not necessary or
appropriate in the public interest and for the protection of
investors.
(f) The secretary of state may suspend or deny an
application summarily; restrict, condition, limit, or suspend a
registration; or censure, bar, or impose a civil penalty on a
registrant before final determination of an administrative
proceeding. Upon the issuance of an order, the secretary of
state shall promptly notify each person subject to the order
that the order has been issued, the reasons for the action, and
that within fifteen (15) days after the receipt of a request in
a record from the person the matter will be scheduled for a
hearing. If a hearing is not requested and none is ordered by
the secretary of state within thirty (30) days after the date of
service of the order, the order becomes final by operation of
law. If a hearing is requested or ordered, the secretary of
state, after notice of and opportunity for hearing to each
person subject to the order, may modify or vacate the order or
extend the order until final determination.
(g) An order issued may not be issued under this section,
except under subsection (f) of this section, without:
(i) Appropriate notice to the applicant or
registrant;
(ii) Opportunity for hearing; and
(iii) Findings of fact and conclusions of law in a
record in accordance with the Wyoming Administrative Procedure
Act.
(h) A person that controls, directly or indirectly, a
person not in compliance with this section may be disciplined by
order of the secretary of state under subsections (a) through
(c) of this section to the same extent as the noncomplying
person, unless the controlling person did not know, and in the
exercise of reasonable care could not have known, of the
existence of conduct that is a ground for discipline under this
section.
(j) The secretary of state may not institute a proceeding
under subsection (a), (b), or (c) of this section based solely
on material facts actually known by the secretary of state
unless an investigation or the proceeding is instituted within
one (1) year after the secretary of state actually acquires
knowledge of the material facts.