California Code of Regulations
Title 10 - Investment
Chapter 3 - Commissioner of Financial Protection and Innovation
Subchapter 11 - Securities Depositories
Section 1805.204 - Application for Certificate

Universal Citation: 10 CA Code of Regs 1805.204

Current through Register 2024 Notice Reg. No. 38, September 20, 2024

An application for a certificate as a securities depository shall be made on the following form:

DEPARTMENT OF BUSINESS OVERSIGHT FILE NO.

______________________________

(insert file number of previous filings before the Department, if any.)

FEE: $2,500 (not refundable)

Date of Application_________________________

DEPARTMENT OF BUSINESS OVERSIGHT STATE OF CALIFORNIA

INDICATE THE TYPE OF FILING BY CHECKING EITHER THE ORIGINAL OR AMENDMENT APPLICATION HEADING SHOWN BELOW.

[] ORIGINAL APPLICATION FOR A CERTIFICATE AS A SECURITIES DEPOSITORY PURSUANT TO SECTION 30204 OF THE SECURITIES DEPOSITORY LAW.

[] AMENDMENT TO APPLICATION FOR A CERTIFICATE AS A SECURITIES DEPOSITORY PURSUANT TO SECTION 1805.213.1 OF TITLE 10 OF THE CALIFORNIA CODE OF REGULATIONS.

1. Name of Applicant (Complete name as appearing on articles of incorporation)

___________________________

2. Address of principal office of applicant

Number and StreetCityStateZip Code
___________________________

3. Address of principal office of applicant in the State of California

Number and StreetCityStateZip Code
___________________________

4. Name and address of person to whom communications should be addressed concerning this application

___________________________

5.(a) State in which applicant was incorporated:___________________________
(b) Date on which applicant was incorporated:___________________________
(c) Is applicant in good standing in the State of its incorporation?___________________________
Indicate "yes" or "no"
___________________________

6. The name and address of the independent certified public accountant or independent public accountant retained, or to be retained, by the applicant to report upon or certify its financial statements in accordance with Section 30213 of the Financial Code is:

___________________________

Name:

Address:

7. There are attached as exhibits the following which are incorporated herein by reference:

A. A list of the incorporators, directors and officers of the applicant, showing the full name of each such person, his residence address and the position or positions he occupies with the applicant.

B. A list of all addresses at which facilities of the applicant will be located, setting forth as to each such address the following information:
(1) The functions or operations which will be conducted.

(2) The facilities (including staff) to be there employed.

(3) A statement as to whether or not any other business will be conducted at such address and, if so, the name of the person conducting such other business and a description thereof, together with a detailed statement of the reasons for such joint occupancy and of the safeguards to be employed by the applicant by reason thereof.

C. A detailed description of the proposed method of operation of the applicant, including a description of the books, records and accounts to be maintained, its description of its operational procedures (e.g. interfacing with other depositories, dividend payments, stock transfers, dividend claims, proxies and proxy statements, loans and pledges of depositors' securities), and a description of the safeguards to be employed with respect to the custody, handling, record-keeping, insurance and auditing of securities on deposit.

D. An analysis of the financial needs of the applicant for a period of not less than 12 months of operation from the date it anticipates receiving a securities depository certificate, showing projected income and disbursements and the source and allocation of funds to be employed in its business, together with a statement of the facts and assumptions underlying such analysis and projections.

E. Financial statements of the applicant, which include at least a balance sheet and profit and loss statement certified by an independent public accountant or certified public accountant, and if such certified financial statements are prepared as of a date more than 60 days prior to the filing of this application, a balance sheet and profit and loss statement, which need not be certified, prepared as of a date within such 60-day period, together with profit and loss statements covering at least three years of its operations, or such lesser period as the applicant may have operated, to the date of such certified balance sheet.

F. A copy (which may be in the form of a restated or composite copy) of applicant's articles of incorporation, bylaws, depository agreement and custody agreement.

G. A list in columnar form showing, as to each person who is or who will be a holder of capital stock of the applicant, the following information:
(1) Such person's full name and address.

(2) The class of capital stock to be held by such person and the percentage of that class to be held by such person.

(3) A statement of the capacity in which such person holds or win hold capital stock in compliance with Section 30201 of the Financial Code.

H. A bond as required by Section 1805.205.1 of Title 10 of the California Code of Regulations.

I. Applicant's federal taxpayer identification number provided on a separate document which is removable from the completed application. The Department of Business Oversight is required to collect from all applicants federal taxpayer identification numbers under Business and Professions Code Section 494.5. The federal taxpayer identification number is used to match the information to the names on the lists of tax delinquencies provided by the State Board of Equalization and the Franchise Tax Board under Business and Professions Code Section 494.5. Any disclosed federal taxpayer identification numbers in the completed application will be considered confidential information, and will be filed and maintained as part of the confidential records not subject to public inspection. Refer to Commissioner's Release 2-G for further information concerning privacy protection of personal information.

8. There is attached, for each person identified in Exhibit A to this application as an incorporator, director or officer of the applicant, a statement executed by such person in the form prescribed by Section 1805.204.1 of Title 10 of the California Code of Regulations.

9. Pursuant to Section 1805.213.1 of Title 10 of the California Administrative Code, applicant hereby undertakes to notify the Commissioner promptly, and in no event later than 30 days after the occurrence, of any changes in the information set forth in this application by filing with the Commissioner an amendment to this application on this form setting forth the changed items only. (Instruction: Such undertaking is applicable to all matters except financial statements which are otherwise covered by the provisions of Section 1805.213 of Title 10 of the California Code of Regulations.)

10. The name of the applicant's workmen's compensation insurance carrier, if any, is. The applicant is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for workmen's compensation.

11. The applicant acknowledges on behalf of the undersigned that the State Board of Equalization and the Franchise Tax Board are authorized to share taxpayer information with the Department of Business Oversight, and in the event the state tax obligation is not paid by a certificate holder after a certificate has been accepted, the Department of Business Oversight may be required to suspend the certificate (Business and Professions Code Sections 31 and 494.5).

12. The applicant has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized.

______________________________

(Applicant)

By______________________________

______________________________

(Title)

I declare under penalty of perjury that I have read this application and the exhibits thereto and know the contents thereof and that the statements therein are true. Executed at _________________________ California,_______________ 20__________

______________________________

(Signature of Declarant)

(If executed outside of California, attach a verification executed and sworn to before a notary public.)

Form 1805.204

1. Amendment filed 9-12-73; effective thirtieth day thereafter (Register 73, No. 37).
2. Editorial correction adding NOTE filed 3-9-83 (Register 83, No. 11).
3. Editorial correction of NOTE filed 6-24-83 (Register 83, No. 26).
4. Change without regulatory effect amending section filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).
5. Amendment of section and NOTE filed 1-7-2014; operative 1-7-2014 pursuant to Government Code section 11343.4(b)(3) (Register 2014, No. 2).

Note: Authority cited: Sections 30006 and 30204, Financial Code. Reference: Sections 31 and 494.5, Business and Professions Code; and Section 30204, Financial Code.

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