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Securities FAQ's

I hear much about so called "lifecare" or "continuing care" retirement centers/communities. Just what are they and how different are they from other retirement communities, nursing homes or homes for the aged communities?
You mentioned that "Lifecare" or "continuing care" communities/ facilities charge an "Entrance Fee" to move in. What is the purpose of the Entrance Fee and can I get it back if I decide I do not like living in the retirement community?
I am the president of a small Michigan manufacturing company. I need to raise additional capital so that I can upgrade my machinery. The cost will be approximately $100,000. I wish to sell promissory notes in order to raise this amount. I know of five individuals to whom I may sell these promissory notes. Is it necessary for me to register the offer and sale of these promissory notes in Michigan?
I operate a small manufacturing business and need to raise $750,000 for expansion. I am currently the sole shareholder but would like to sell additional shares to members of the public to raise the needed funds. What can I do?
What kind of license and fees are required to set up a used car dealership?
How long does it take to process a Broker-Dealer application?
I have a problem with a securities Broker-Dealer (or Agent). What do I need to do to resolve the matter?
What is involved in becoming a registered Investment Adviser?
Who is an Investment Adviser?
I am only a Financial Planner, do I need to be registered as an Investment Adviser?
I want to become a securities broker to sell securities. What do I need to do?
I want to sell variable annuity contracts. What do I need to obtain a license to sell them in Michigan?
I want to be a "broker". What do I need to do?
I am licensed as a securities agent for Michigan and I now want to expand my business activities to not only sell securities but also provide investment advice to my clients. Although I'm a licensed securities agent with a broker-dealer, I would like to have my own investment adviser firm. What do I need to do?
Does the Office of Financial and Insurance Regulation recommend or rate companies or securities in which to invest?
Does the Office of Financial and Insurance Regulation recommend or give ratings to securities salesmen or dealers?
How is the mass transfer of securities agents conducted?
 
 
Question I hear much about so called "lifecare" or "continuing care" retirement centers/communities. Just what are they and how different are they from other retirement communities, nursing homes or homes for the aged communities?
Answer

"Lifecare" or "continuing care" communities/facilities are names given to communities that essentially charge a one-time "up front" fee to live in the community. Along with this fee (usually called an "Entrance Fee"), a retired person living in such a community is also required to pay a monthly rental fee (usually called a Monthly Service Fee) for the cost of various services, such as, maintenance and upkeep of the community, meals, utilities (except telephones), emergency medical help, some housekeeping, biweekly apartment cleaning, snow shoveling, social activities and various other amenities.

The differences between a "lifecare/continuing care" (LCC) retirement community and a regular rental retirement community are that LCC's charge an entrance fee to move in. However, once an individual is accepted to live in an LCC community, they are "normally" permitted to live there for the rest of their lives, even if, through no fault of their own, they run out of money to pay for the cost of the various services.

Most, but not all, LCC's provide various levels of care, ranging from independent living to assisted living to skilled nursing care. In most cases, depending on the level of care, additional monthly fees are charged for the cost of the services.

   
Question You mentioned that "Lifecare" or "continuing care" communities/ facilities charge an "Entrance Fee" to move in. What is the purpose of the Entrance Fee and can I get it back if I decide I do not like living in the retirement community?
Answer

The Entrance Fee (EF) is typically used by a community to finance part or all of the cost of constructing the community. In addition, the EF can be used to pay down the cost of the mortgage on the community or to be set aside for future service costs expected to be provided to each resident.

"Lifecare" or "continuing care" communities are regulated under the Living Care Disclosure Act, as amended (the "Act") and Rules. The Act provides for a certain time (up to 5-5 1/2 years) in which a resident can receive a partial refund of their EF. Normally, "Lifecare" or "continuing care" communities, are permitted to earn the EF at a rate of up to 1 1/2% per month. There are a number of "Lifecare" or "continuing care" communities in Michigan which offer more generous refund provisions than required under the Act. Some communities offer as much as a 100% refund no matter when a resident decides to move out. For information, please call our toll free number (877) 999-6442.

   
Question I am the president of a small Michigan manufacturing company. I need to raise additional capital so that I can upgrade my machinery. The cost will be approximately $100,000. I wish to sell promissory notes in order to raise this amount. I know of five individuals to whom I may sell these promissory notes. Is it necessary for me to register the offer and sale of these promissory notes in Michigan?
Answer

It is not necessary for you to register an offering of $100,000 to five individuals in Michigan. Section 402(b)(9) of the Michigan Uniform Securities Act sets forth the requirements for making a limited offering.

This offering will be predicated on the understanding that there will be no general advertising or general solicitation. A commission cannot be paid or given directly or indirectly for soliciting any prospective purchaser in this state, except to a broker-dealer who is registered pursuant to the Michigan Uniform Securities Act. If an officer of the corporation is selling the promissory notes, he or she generally may not take a sales commission.

The Michigan Uniform Securities Act provides that sales may be made to not more than fifteen persons within this state within any twelve-month period, if the issuer provides all offerees at least 48 hours before sale, a document containing certain disclosures such as; disclosing in reasonable detail the intended application of the proceeds to be received from such offering; disclosing in reasonable detail the current financial condition of the issuer; disclosing the kind and amount of securities to be offered and the offering price or method by which the offering price is computed; and agreeing to provide investors with annual current balance sheets and income statements. Anything that is material to an offeree's understanding of the risks involved, must also be disclosed.

To obtain further information on Section 402(b)(9), please contact the Office of Financial and Insurance Regulation, at our toll free number (877) 999-6442.

   
Question I operate a small manufacturing business and need to raise $750,000 for expansion. I am currently the sole shareholder but would like to sell additional shares to members of the public to raise the needed funds. What can I do?
Answer

Contact the Office of Financial and Insurance Regulation, at our toll free number (877) 999-6442 and request a SCOR registration packet or go to our Forms page on-line. Small Corporate Offering Registration (SCOR) allows corporations to raise up to $1,000,000 in a 12-month period if certain items are disclosed in an offering document and prior approval is obtained from the Bureau.

   
Question What kind of license and fees are required to set up a used car dealership?
Answer

This and other related questions should be asked to the Secretary of State Office. The "Broker Dealer" part of our name relates to Investment Securities Firms only.

   
Question How long does it take to process a Broker-Dealer application?
Answer

A Broker-Dealer application must be reviewed within thirty (30) days of its receipt. It may take less depending on the current volume of pending applications. The average for obtaining registration is forty-five (45) days from the filing date.

   
Question I have a problem with a securities Broker-Dealer (or Agent). What do I need to do to resolve the matter?
Answer

A letter of complaint should be directed to the Broker-Dealer's (or Agent's) Office Manager summarizing the problem to allow the firm an opportunity to settle the complaint. Should this fail, complete and file a Complaint Form with OFIR. To obtain a Complaint Form, call (517) 373-0220 or our toll free number (877) 999-6442. Additionally, the customer may want to seek the advice of legal counsel to consider other options such as arbitration/mediation and civil action.

   
Question What is involved in becoming a registered Investment Adviser?
Answer

The applicant needs to complete and file a FORM ADV (Investment Adviser Application) and meet the qualifications set forth in the Michigan Uniform Securities Act. An application packet may be obtained by calling (517) 373-0220 or our toll free number (877) 999-6442. A filing fee of $150.00 should accompany the application. Once registered, an investment adviser shall pay an annual fee of $150.00.

   
Question What is an Investment Adviser?
Answer

The formal definition of an "Investment Adviser" is found under Section 202(a)(11) of the 1940 Investment Adviser Act and under Section 401(f) of the Michigan Uniform Securities Act. These sections basically state that: (f) "Investment adviser" means any person who, for consideration, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or commodity contracts, or as to the advisability of investing in, purchasing, or selling securities or commodity contracts, who, for consideration and as a part of a regular business, issues or promulgates analyses or reports concerning securities or commodity contracts, or who acts as a finder in conjunction with the offer, sale, or purchase of a security or commodity.

   
Question I am only a Financial Planner, do I need to be registered as an Investment Adviser?
Answer

Financial planning usually includes general recommendations regarding the purchase, sale or holding securities or other investment instruments. Though the Financial Planning Service may be limited to general advice it may also contain specific recommendations as to the purchase or sale of specific securities. Financial planners usually need to be registered as investment advisers because their advice is about securities and is for direct or indirect remuneration.

   
Question I want to become a securities broker to sell securities. What do I need to do?
Answer

You must locate a securities broker-dealer to sponsor you. They will provide you with the agent application and schedule you for the examinations that you are required to pass in order to be registered in Michigan, other states and the NASD Regulation, Inc. They will submit your application for you and provide you with any additional requirements.

   
Question I want to sell variable annuity contracts. What do I need to obtain a license to sell them in Michigan?
Answer

The Michigan Uniform Securities Act does not regulate the offer and sale of variable annuity contracts. A variable annuity is not considered a security under the Michigan Uniform Securities Act. It will be necessary to contact OFIR at (877) 999-6442 or locate an insurance firm that will sponsor you.

   
Question I want to be a "broker". What do I need to do?
Answer

First determine what type of "broker" you want to be. Do you want to sell securities and become a securities agent? Do you want to sell insurance products? Do you want to sell mortgages? Do you want to sell real estate? Do you want to be a mortgage broker? If so, you may need to contact the following:

Securities agent (broker) - see above and the Michigan Uniform Securities Act to become a licensed/registered securities agent.

Insurance broker-Contact OFIR at (517) 373-0220 or toll free (877) 999-6442.

Mortgage broker - Contact OFIR at (517) 373-0220 or toll free (877) 999-6442.

Real estate broker - Contact the Bureau of Commercial Services, Licensing Division, Board of Real Estate Brokers and Salespersons at (517) 241-9288.

   
Question I am licensed as a securities agent for Michigan and I now want to expand my business activities to not only sell securities but also provide investment advice to my clients. Although I'm a licensed securities agent with a broker-dealer, I would like to have my own investment adviser firm. What do I need to do?
Answer

Obtain forms and instructions from the OFIR Web site. However you need to notify and obtain approval from your broker-dealer for these activities. Please reference Section 102(f) of the Michigan Uniform Securities Act. If registered as a securities agent in Michigan, you must conduct investment advisory activities through the broker-dealer. You would need to file the investment adviser application with Michigan, however, you would need your broker-dealer to sign a Consent and Guaranty Form in compliance with Section 102(f) of the Michigan Uniform Securities Act and submit that form along with your investment adviser application to the Division of Securities. If your broker-dealer refuses to sign the Consent and Guaranty Form, you may need to make several choices. One would be to determine if you really want to have your own investment adviser firm. If so, if your broker-dealer will not execute the Consent and Guaranty Form, you may have to transfer your securities registration to another broker-dealer that will be responsible for your activities or terminate your securities agent registration.

You may also need to register as an investment adviser with the Securities and Exchange Commission. Please contact them at (202) 942-8088.

   
Question Does the Office of Financial and Insurance Regulation recommend or rate companies or securities in which to invest?
Answer

No. OFIR reviews registration and exemption statements required to be filed with it and generally applies certain fairness guidelines to public offerings. However, it does not recommend or rate companies or securities in which to invest. Any representation that OFIR has endorsed securities sold or to be sold is a violation of the Michigan Uniform Securities Act.

   
Question Does the Office of Financial and Insurance Regulation recommend or give ratings to securities salesmen or dealers?
Answer

No. OFIR licenses securities salesmen and dealers, but does not recommend or rate them. OFIR does, however, have access to a list of formal disciplinary action taken against a securities salesman or dealer as maintained in the NASD's Web CRD (Central Registration Depository).

   
Question How is the mass transfer of securities agents conducted?
Answer The mass transfer of securities agents is conducted electronically through the NASD's CRD System. Once the transfer has taken place, Michigan will be notified by the NASD, and the date and amount of agents transferred will be provided to the Licensing Division. The fee for this transfer is $10 per agent. Our office will prepare a letter requesting payment within 30 days of the firm's receipt of our letter. Therefore, no payment needs to be sent prior to the transfer. It should be noted that the transfer cannot take place unless the firm the agents are transferring to is a Registered Broker Dealer in Michigan. Any further questions, may be directed to Deborah Brown or Brenda Schneider at (517) 241-6360.
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