Virginia Administrative Code Title 21 - SECURITIES AND RETAIL FRANCHISING
📘 Overview of Title 21 – Securities and Retail Franchising
Title 21 is organized into several chapters, each addressing specific aspects of securities regulation and retail franchising:
1. Chapter 10 – General Administration – Securities Act
Purpose: Establishes the foundational rules for the administration of the Securities Act, including definitions, filing requirements, and procedural guidelines.
Key Provisions:
Outlines the authority and responsibilities of the SCC.
Specifies the procedures for registration and exemption of securities.
Details the enforcement mechanisms for violations of the Securities Act.
2. Chapter 20 – Broker-Dealers, Broker-Dealer Agents, and Agents of the Issuer
Purpose: Regulates the activities of broker-dealers and their agents operating within Virginia.
Key Provisions:
Sets forth licensing requirements for broker-dealers and their agents.
Establishes standards of conduct and ethical guidelines.
Details the procedures for disciplinary actions and sanctions.
3. Chapter 30 – Securities Registration
Purpose: Provides the framework for the registration of securities offered or sold in Virginia.
Key Provisions:
Specifies the information required for registration applications.
Outlines the review process and criteria for approval.
Addresses the conditions under which registration may be denied or revoked.
4. Chapter 40 – Exempt Securities and Transactions
Purpose: Identifies securities and transactions exempt from registration under the Securities Act.
Key Provisions:
Lists specific exemptions, such as certain government securities and private placements.
Details the conditions under which these exemptions apply.
Provides guidance on the documentation and filings required to claim an exemption.
5. Chapter 45 – Federal Covered Securities
Purpose: Addresses the regulation of securities that are covered under federal law.
Key Provisions:
Specifies the types of federal covered securities.
Outlines the notice filing requirements for such securities.
Details the procedures for the SCC to review and process filings.
6. Chapter 110 – Retail Franchising Act Rules
Purpose: Governs the registration and regulation of retail franchises operating in Virginia.
Key Provisions:
Establishes requirements for franchise disclosure documents.
Specifies the registration process for franchisors.
Details the obligations of franchisors and franchisees under the Retail Franchising Act.
7. Chapter 120 – Virginia Trademark and Service Mark Act
Purpose: Provides regulations related to the registration and protection of trademarks and service marks in Virginia.
Key Provisions:
Outlines the application process for trademark and service mark registration.
Specifies the rights and protections afforded to registered marks.
Details the procedures for enforcement and dispute resolution.
⚖️ Relevant Case Law
While specific case law directly interpreting Title 21 is limited, the principles outlined in these regulations have been upheld in various legal contexts. For instance:
Misrepresentation in Securities Offerings: Courts have referenced the registration and disclosure requirements under Chapter 30 and Chapter 40 when adjudicating cases involving alleged misrepresentations in securities offerings.
Franchise Disclosure Violations: Legal disputes arising from non-compliance with the disclosure requirements set forth in Chapter 110 have been adjudicated with consideration of these regulations.
📝 Summary
Title 21 of the Virginia Administrative Code provides a comprehensive framework for regulating securities and retail franchising activities within the Commonwealth. By adhering to the standards set forth in these regulations, professionals ensure ethical conduct and maintain public trust in their services.
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