Miss. Admin. Code Title 1 — Secretary of State

SECRETARY OF STATE SECRETARY OF STATE

Part 1 Administrative Law

Chapter 1 Responsibilities of the Secretary of State under the Administrative Procedures Act

1 Miss. Admin. Code Pt. 1, R. 1.1 Repeal of Prior Rules

Upon their effective date, these rules and regulations supersede and repeal all previous rules and regulations promulgated under the Administrative Procedures Act and adopted as Title 01 – Administrative Law and Secretary of State; Part I – Administrative Rules and Part II – Model Rules for Use by All Agencies.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 1.2 Administrative Procedures Act Requirements

The Mississippi Administrative Procedures Act requires the Secretary of State to:

A. Publish an Administrative Bulletin B. Compile an Administrative Code C. Issue certain standards for the filing of administrative rules with the Secretary of State's Office, and D. Issue model administrative rules for use by other state agencies.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

Chapter 2 Compilation, Indexing, and Publication of the Mississippi Administrative Bulletin

1 Miss. Admin. Code Pt. 1, R. 2.1 Mississippi Administrative Bulletin

The title of the official legal bulletin published by the Secretary of State pursuant to the Administrative Procedures Act is the Mississippi Administrative Bulletin. The short form of the title for citation purposes shall be Miss. Admin. Bull. The Mississippi Administrative Bulletin is an electronic publication and is published via the Mississippi Secretary of State’s website: www.sos.ms.gov. The Mississippi Administrative Bulletin is updated as needed within two (2) business days of the filing of notice of a proposed rule adoption, notice of adoption of an emergency rule, or notice of adoption of final rule.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 2.2 Emergency Rules

According to Section 25-43-3.108 of the Administrative Procedures Act, an emergency rule may be adopted when an agency finds that an imminent peril to the public health, safety or welfare requires adoption of the rule in a shorter period of time than is required by Section 25-43-3.103. These rules may be effective for a period of not longer than one hundred twenty (120) days and may be renewed for another ninety (90) day period. Adoption of an identical rule under the normal process is not precluded.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 2.3 Organization of the Mississippi Administrative Bulletin

The public can access all notices, proposed rules offered for comment, and rules that have been adopted to be transmitted to the Mississippi Administrative Code upon the effective date through the Mississippi Administrative Bulletin published on the Secretary of State’s website at www.sos.ms.gov. By knowing the issuing agency for any rule of interest, a summary of the rule and links to both the filing notice and the full text of the rule can be viewed.

The Mississippi Administrative Bulletin and The Mississippi Administrative Code are organized by the Secretary of State's Office into Titles that either correspond to primary state agencies or to broad subject matters. Prior to filing a proposed rule or rules, agencies assign consecutive page numbers beginning with the number one (1) on the first page of the proposed rule(s) and continuing consecutively to the end of the document, including all pages except the notice page. The month and year of filing will follow the page number to complete a full citation to a rule published in the Bulletin. The structure of the citation is as follows:

[title] Mississippi Administrative Bulletin [reference number], at [page number(s)] ([filed date]).

A. [title] represents the agency designation or broad subject matter title within which the rules are organized, as assigned by the Secretary of State. B. [reference number] represents the unique number assigned to a proposed rule adoption, a final rule adoption, or an emergency rule adoption when it is filed with the Secretary of State's Office. The reference number is assigned when a rule is uploaded to the Administrative Bulletin for publication. This identifier is located on the last line of the summary description of the rule. C. [page number(s)] represents the page number on which the rule or supporting material relating to the rule is found in the Bulletin. The submitting agency assigns page numbers in accordance with Chapter 4 Rule 4.9 of this Title. D. [file date] represents the specific date on which a proposed rule adoption, a final rule adoption, or an emergency rule adoption is filed with the Secretary of State's Office. For citation purposes, file dates shall be represented using two digits for the month, two digits for the day, and four digits for the year. These numbers shall be separated by slashes. For example, June 23, 2010 would be cited as: 06/23/2010.

1. Example: If the Secretary of State's Office filed a proposed rule on December 2, 2009 and was assigned a reference number of 99999, the citation to the second page of the document is:

1 Mississippi Administrative Bulletin 99999, at 2 (12/02/2009).

2. A short citation to the second page of the same document is:

1 Miss. Admin. Bull. 99999, at 2 (12/02/2009).

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 2.4 Right to Organize, Reject, and Edit

The Secretary of State reserves the right to organize, reject, and edit rules for publication and codification as provided in Section 25-43- 2.101 of the Administrative Procedures Act. Minor typographical errors that in no way impact the substance or the content of a filing may be corrected by the Secretary of State's Office prior to or following publication. More substantive errors, such as omitted text, will be returned to the submitting agency for correction and re-submission. The re-submission of a corrected or an amended filing that does not impact content or substance relates back to the date of original filing for the purpose of computing any required time under the Administrative Procedures Act. The Secretary of State reserves the right to reject a filing or to cancel a filing for any submission that is out of compliance with the format prescribed by these rules if the submission would disrupt the uniform organization of the Bulletin or the Code or any submission not in compliance with the statutory requirements for notice and due process.

History

• Source: Miss. Code Ann. § 25-43-2.101 (1),(4) (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 2.5 Transfer of Adopted Rules to the Mississippi Administrative Code

Following the final effective date of a rule, such rule will be transferred from the Mississippi Administrative Bulletin to the Mississippi Administrative Code. All Administrative Bulletin publications will be accessible on the Secretary of State’s website for up to five (5) years. Beyond a five (5) year period, the Secretary of State reserves the right to maintain an archive in any practical medium and to charge a copy and retrieval fee consistent with the public records request policy established by the Secretary of State's Office.

History

• Source: Miss. Code Ann. § 25-43-2.101 (Rev. 2006).

Chapter 3 Compilation, Indexing, and Publication of the Mississippi Administrative Code

1 Miss. Admin. Code Pt. 1, R. 3.1 Mississippi Administrative Code Publication

The title of the official legal codification published pursuant to Section 25-43-2.101(5) shall be The Mississippi Administrative Code. The short form of the title for citation purposes shall be Miss. Admin. Code. The Mississippi Administrative Code is an electronic publication and is published on the Mississippi Secretary of State’s website: www.sos.ms.gov. The Code is supplemented as needed within two (2) business days of the effective date of final adopted rules.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 3.2 Submission of Formatted Compilations Required

Each agency shall submit a complete and current compilation of its rules and regulations to the Secretary of State no later than June 30, 2011. Compilations shall be formatted in accordance with these rules unless otherwise approved by the Secretary of State's Office as contemplated by Miss. Code Ann. § 25-43- 1.103(4). Any rules submitted to the Secretary of State that are not formatted in accordance with these rules may be rejected pursuant to Rule 2.4 of this Part.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 3.3 Organization of the Mississippi Administrative Code

A. The purpose of the organizational structure set forth in these rules is to allow a flexible adaptation for both large, complex agencies as well as smaller agencies, boards, or commissions, yet achieve a simplified uniform identity for the Administrative Code. The basic organization of the Code is Title/Part/Chapter/Rule. Agencies that need additional levels of organization may utilize Subparts and Subchapters. Every agency that fully complied with prior rules on organization of the Administrative Code on or before January 1, 2010, as determined by the Secretary of State's Office, may maintain its current title assignment and rule structure, provided that any such agency submits an updated, complete compilation of its rules as required by Rule 3.2. Agencies that must format rules in accordance with federal or other superseding law or Agencies that prepare and publish manuals may request a waiver from compliance with this rule, in the discretion of the Secretary of State's Office. B. The Mississippi Administrative Code is organized into Titles which either correspond to primary state agencies or to broad subject matters. Titles are determined by the Secretary of State’s Office. Title assignments by the Secretary of State are compiled in a document called “Index of Titles of the Mississippi Administrative Code” which will be posted on the Secretary of State’s website with the Bulletin and the Code. The Index of Titles of the Mississippi Administrative Code shall be updated by the Secretary of State for publication on an as needed basis without the necessity of engaging in rulemaking procedures pursuant to the Administrative Procedures Act. C. Parts (and Subparts, where necessary) relate to subject or topic areas of responsibility the agency administers. These may or may not correspond to the office, branch, or division within an agency since each office, branch, or division may administer one or more unrelated subjects or multiple related subjects. For small agencies, boards, or commissions that administer a single area of responsibility, the use of a single Part under the heading “Licensing and Enforcement,” for example, may be sufficient for its needs. Parts are assigned by the Secretary of State's Office. Agencies that share a Title should refer to the Index of Titles of the Mississippi Administrative Code to determine the range of Parts assigned to the agency. D. Chapters (and Subchapters, where necessary) are groupings of related rules within a Part (or Subpart). For example, an agency may group together rules pertaining to applications, examinations, licensing, enforcement, fees and fines, hearing

administration, etc., in respective Chapters, depending upon the agency’s organizational structure and complexity. E. A rule is the fundamental unit of the Administrative Code. Rules are contained within Chapters or Subchapters. F. Each rule is identified with its own Mississippi Administrative Code citation format. The structure of the citation is as follows:

[title] Mississippi Administrative Code, Pt. ___, R. ..

i. [title] represents the agency designation or broad subject matter title within which the regulation is organized, as assigned by the Secretary of State. ii. Pt. ___ represents the Part in which Chapters (and Subparts, where necessary) are housed. iii. R. . represents Rule numbers, the prefix being the chapter number, and the suffix being the rule number.

1. Example: If the Secretary of State filed Rule number 2 in chapter 30, Part 2, the citation is:

1 Mississippi Administrative Code Pt. 2, R. 30.2.

2. The short citation is :

1 Miss. Admin. Code Pt. 2, R. 30.2.

If an agency uses sub-categories not denoted in the above citations, they must include those sub-categories in the rule citation following as closely as possible the citation format noted above.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

Chapter 4 Rule Making Procedures

1 Miss. Admin. Code Pt. 1, R. 4.1 Mediums of Rule Submission

A. The agency submitting a proposed rule for publication in the Mississippi Administrative Bulletin shall submit four (4) documents as listed below: 1. Word version of Form 001 and 002, 2. PDF version of Form 001 and 002, 3. Word version of rule text, and 4. PDF version of rule text. If your agency decides not to file a Concise Summary of Economic Impact Statement (Form 002), you may omit the Word and PDF versions of Form 002. B. The agency submitting a final rule for publication in the Mississippi Administrative Bulletin shall submit four (4) documents as listed below:

1. Word version of Form 001, 2. PDF version of Form 001, 3. Word version of rule text, and 4. PDF version of rule text. C. Submission of a paper copy is not required. D. For submissions that do not exceed five (5) megabytes (MB), the agency may use the following email address for filing with the Secretary of State's Office: adminrules@sos.ms.gov. E. For submissions that exceed five (5) MB, the submission must be made through readily usable electronic storage media such as a compact disc. Further, both the storage media and any outer cover for the media must contain the following information: 1. Agency name, 2. Contact person, 3. Phone number, and 4. Email address. The submission must be delivered to the following address:

Secretary of State's Office Attn: Regulation and Enforcement Division 125 South Congress Street Jackson, MS 39201

F. The failure to include both electronic formats and the external information may result in the submission being rejected for filing. The Secretary of State reserves the right to request a paper copy of any submission and the right to reject submissions stored on outmoded or out-of-date storage media.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.2 Date of Submission

Any submission received by email or electronic storage media after midnight on a weekday, any weekend, official holiday, or on any day the Secretary of State’s Office is closed will be considered filed on the following business day that the Secretary of State’s Office is open for business.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.3 Margins and Font

All rule text submitted for publication shall be formatted with 1 inch margins and single sided pages. Rule text shall be typewritten using a 12 point Times New Roman font and shall generally be single spaced with double spaces between paragraphs of rule text and between sources of authority for the rules.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.4 Authorized Forms

The following forms are required by the Secretary of State for use by agencies in submitting rules for publication in the Mississippi Administrative Bulletin:

A. Administrative Procedures Notice Filing, SOS APA Form 001. B. Concise Summary of Economic Impact Statement, SOS APA Form 002.

Forms must be obtained by contacting the Regulation and Enforcement Division of the Secretary of State's Office at (601) 359-9055.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.5 Administrative Procedures Filing Notice

Each rule submitted for publication shall include a completed Administrative Procedures Notice Filing, SOS APA Form 001. This form must be included on the electronic storage media or in the email submission in both formats (Word and PDF formats) The PDF electronic image must include the required original signature of the person authorized to file rules for the submitting agency along with the typewritten name and title of the person signing the document and date. For the Word format, signature should be represented with an “/s/”.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.6 Concise Summary of Economic Impact Statement

Where required by the Administrative Procedures Act, each proposed rule shall include the Concise Summary of Economic Impact Statement - APA Form 002. This form must be included on the electronic storage media or in the email submission in both formats (Word and PDF formats). The PDF electronic image must include the required original signature of the person authorized to file rules for the submitting agency along with the typewritten name and title of the person signing the document and the date. For the Word format, the signature should be represented with an “/s/”.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.7 Reserved

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.8 Source of Authority Requirements

At the end of each submitted rule the submitting agency must identify the statutory authority (the “source”) for the adoption, amendment, or repeal of the submitted rule. The source of authority consists of a citation to the statute conferring the authority to promulgate the rule. The inclusion of the source information following the rule is for reference only and shall not be considered as substantive rule text. An example of the source of authority for the promulgation of this rule as it must appear for publication is as follows: ‘Source: Miss. Code Ann. § 25-43-2.101 (Rev. 2006).’

History

• Source: Miss. Code Ann. § 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.9 Organization of Rule Submissions

When agencies submit rules to the Secretary of State’s Office for filing as either proposed rules or for final adoption, the organization and format described below must be followed unless otherwise approved by the Secretary of State's Office.

A. Proposed amendments to existing rules must include FOUR (4) documents: 1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). b. Concise Summary of Economic Impact Statement (SOS APA Form 002), if required. 2. Word and PDF version of: the text of the rule if the proposed amended language is adopted and a variance consisting of the existing rule with the proposed changes and amendments indicated using a strike through and underscore method. Text of the existing rule that is to be deleted should be struck through (not redacted) and new inserted text should be underscored.

B. Final adopted amendments or changes to existing rules must include FOUR (4) documents: 1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). 2. Word and PDF version of: The final text of the rule as it will appear for publication in the Administrative Code and a variance consisting of the text as initially filed with the Secretary of State as a proposed amendment compared to the final adopted text with the changes indicated using a strike through and underscore method. Text that is to be deleted should be struck through (not redacted) and new inserted text should be underscored. The variance should be omitted if the amendment is adopted with no change.

C. For proposed new rules agencies must include the following FOUR (4) documents: 1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). b. Concise Summary of Economic Impact Statement (SOS APA Form 002), if required. 2. Word and PDF version of: the text of the proposed new rule.

D. For final adoption of new rules, agencies must include the following FOUR (4) documents: 1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). 2. Word and PDF version of: the final text of the new rule as it will appear for publication in the Administrative Code and a variance consisting of the text as initially filed with the Secretary of State as a proposed new rule compared to the final adopted text with the changes indicated using a strike through and underscore method. Text that should indicate deletions must be struck through (not redacted) and new inserted text should be underscored. The variance should be omitted if the rule is adopted with no change from the proposed rule.

E. For a proposed repeal of an existing rule, agencies must include the following FOUR (4) documents:

1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). b. Concise Summary of Economic Impact Statement (SOS APA Form 002), if required. 2. Word and PDF version of: the rule citation, followed by the title or caption, if appropriate, and the word “REPEAL” in all caps following the rule number and title and a variance consisting of the existing rule proposed to be repealed with all text indicating deletion using a strike through method. Text of the existing rule that is to be deleted should be struck through (not redacted) in a way that enables the public to clearly read the full text of the rule the agency proposes to repeal.

F. For final adoption of a rule repeal, agencies must include the following FOUR (4) documents: 1. Word and PDF version of: a. Notice Filing (SOS APA Form 001). 2. Word and PDF version of: the rule citation, followed by the title or caption, if appropriate, followed by the word “REPEALED” in all caps and the effective date of the repeal. An example follows:

1 Mississippi Administrative Code Pt. I, R. 4.8. Organization of Rule Submissions. REPEALED. Effective mm/dd/yyyy.

NOTE: If the agency repeals the entire text of an existing rule, no variance as described in paragraph E.2 of this rule on final adoption is required. However, if an agency does not repeal the entire text, the rule is presented for final adoption as an amendment to an existing rule under paragraph B of this rule.

History

• Source: Miss. Code Ann. § 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 4.10 Pagination Requirements

A. The submitting agency must include a page number at the bottom of each page beginning with the first page of rule text (not the filing notice or the Summary of Economic Impact Statement) and continuing without interruption throughout the entire submission. This includes any variance text that immediately follows. Variance text is a separate copy of a rule or set of rules that reflects the changes indicated using a strike through and underscore method. Do not re-set the pagination to page 1 for the first page of the variance text. Consecutive, uninterrupted pagination is needed to refer to differences between existing rule text and proposed rule text in written communication. For example, the Secretary of State’s Office decides to change Rules 1 – 5 of Chapter 30. The proposed text for these rules is ten (10) pages long. The variance text is fifteen (15) pages long. The Secretary of State’s Office would number this submission from page 1 through page 25 consecutively.

Only final, effective rules are published in the Administrative Code. The variance text is only published in the Administrative Bulletin for the public’s benefit for comparative purposes. B. Page numbers should appear at the bottom center of the page. Do not paginate the filing notice page (SOS APA Form 1) or the Summary of Economic Impact Statement, if filed (SOS APA Form 002).

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

Chapter 5 Bulletin and Code Access and Notice--Effect of Publication

1 Miss. Admin. Code Pt. 1, R. 5.1 Bulletin and Code Access

The Mississippi Administrative Bulletin and the Mississippi Administrative Code may be accessed without charge over the internet at www.sos.ms.gov. Photocopies of specific rules or regulations are available from the issuing agency or the Secretary of State. The requestor may be charged statutory or other reasonable fees for photocopies.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 5.2 Notice of Administrative Procedures Act Rules

Unless otherwise specifically provided by statute, the publication described herein, except in cases where notice by publication is insufficient in law, shall be sufficient to give notice of the contents of such documents to any person subject thereto or affected thereby.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 5.3 Judicial Notice

The contents of the Mississippi Administrative Bulletin and the Mississippi Administrative Code shall be given judicial notice to the extent provided by law.

History

• Source: Miss. Code Ann.§ 25-43-2.101 (Rev. 2006).

Chapter 6 Applicability and Relation to Other Law

1 Miss. Admin. Code Pt. 1, R. 6.1 Statutory Conflict

Specific statutory provisions which govern an agency’s rules or related proceedings and which are in conflict with any of these rules shall continue to apply to rules and proceedings of any such agency to the extent of such conflict only. In cases in which an agency’s rule formatting or structure is dictated by such conflicting statutory provisions, the Secretary of State may waive formatting requirements to accommodate such agency.

History

• Source: Miss. Code Ann.§ 25-43-1.103 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 6.2 Conflict with any law

These rules and the statutes from which they are promulgated shall not be construed to amend, repeal, or supersede the provisions of any other law; and, to the extent that the provisions of any other law conflict or are inconsistent with the provisions of these rules and the statutes from which they are promulgated, the provisions of such other law shall govern and control.

History

• Source: Miss. Code Ann.§ 25-43-1.103 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 6.3 Effective Date

These rules and the statutes from which they are promulgated do not relieve an agency from compliance with any provision of law requiring that some or all of its rules be approved by other designated officials or bodies before they become effective.

History

• Source: Miss. Code Ann.§ 25-43-3.113 (Rev. 2006).

Chapter 7 Rulemaking Oral Proceedings [Model]

1 Miss. Admin. Code Pt. 1, R. 7.1 Model Rules

This chapter consists of model rules for oral proceedings held to provide the public an opportunity to comment on submissions made under the Administrative Procedures Act and the Rules in this Title. The Secretary of State’s Office is required to provide these model rules under Miss. Code Ann. § 25-43-2.105. Agencies are not required to adopt these model rules.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 7.2 Application of Chapter

[Model] This chapter applies to all oral proceedings held for the purpose of providing the public with an opportunity to make oral presentations or written input on proposed new rules, amendments to rules, and proposed repeal of existing rules before the [Agency] pursuant to the Administrative Procedures Act.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 7.3 Request for Oral Proceeding

[Model] When a political subdivision, an agency, or a citizen requests an oral proceeding in regards to a proposed rule adoption, the requestor must submit a printed, typewritten, or legibly handwritten request. A. Each request must be submitted on 8-1/2” x 11” white paper. B. The request may be in the form of a letter addressed to the [Agency] or in the form of a pleading as if filed with a court. C. Each request must include the full name, telephone numbers, and mailing address of the requestor(s). D. All requests shall be signed by the person filing the request, unless represented by an attorney, in which case the attorney may sign the request.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 7.4 Notice of Oral Proceeding

[Model] Notice of the date, time, and place of all oral proceedings shall be filed with the Secretary of State’s Office for publication in the Administrative Bulletin. The agency providing the notice shall provide notice of oral proceedings to each requestor. The oral proceedings will be scheduled no earlier than twenty (20) days from the filing of the notice with the Secretary of State. The Agency Head, or designee who is familiar with the substance of the proposed rule, shall preside at the oral proceeding on a proposed rule.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 7.5 Public Participation Guidelines

[Model] Public participation shall be permitted at oral proceedings in accordance with the following: A. At an oral proceeding on a proposed rule, persons may make statements and present documentary and physical submissions concerning the proposed rule. B. Persons wishing to make oral presentations at such a proceeding shall notify the [Agency] at least three business days prior to the proceeding and indicate the general subject of their presentations. The presiding officer in his or her discretion may allow individuals to participate that have not contacted the [Agency] prior to the proceeding. C. At the proceeding, those who participate shall indicate their names and addresses, identify any persons or organizations they may represent, and provide any other information relating to their participation deemed appropriate by the presiding officer. D. The presiding officer may place time limitations on individual presentations when necessary to assure the orderly and expeditious conduct of the oral proceeding. To encourage joint presentations and to avoid repetition, additional time may be provided for persons whose presentations represent the views of other individuals as well as their own views. E. Persons making presentations are encouraged to avoid restating matters that have already been submitted in writing. Written materials may, however, be submitted at the oral proceeding. F. Where time permits and to facilitate the exchange of information, the presiding officer may open the floor to questions or general discussion. The presiding officer may question participants and permit the questioning of participants by other participants about any matter relating to that rule-making proceeding, including any prior written submissions made by those participants in that proceeding. No participant shall be required to answer any question.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 7.6 Submissions and Records

[Model] Physical and Documentary Submissions presented by participants in an oral proceeding shall be submitted to the presiding officer. Such submissions become the property of the [Agency], part of the rulemaking record, and are subject to the [Agency’s] public records request procedure. The [Agency] may record oral proceedings by stenographic or electronic means.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

Chapter 8 Declaratory Opinions [Model]

1 Miss. Admin. Code Pt. 1, R. 8.1 Model Rules

This chapter consists of model rules addressing the public’s request for declaratory opinions and an agency’s disposition of requests for declaratory opinions. The Secretary of State’s Office is required to provide these model rules under Miss. Code Ann. § 25- 43-2.105. Agencies are not required to adopt these model rules.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.2 Application of Chapter

[Model] This chapter sets forth the [Agency’s] rules governing the form, content, and filing of requests for declaratory opinions, the procedural rights of persons in relation to the written requests, and the [Agency’s] procedures regarding the disposition of requests as required by Mississippi Code § 25-43-2.103.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.3 Scope of Declaratory Opinions

[Model] The [Agency] will issue declaratory opinions regarding the applicability to specified facts of: A. a statute administered or enforceable by the [Agency], B. a rule promulgated by the [Agency], or C. an order issued by the [Agency].

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.4 Scope of Declaratory Opinion Request

[Model] A request must be limited to a single transaction or occurrence.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.5 How to Submit Requests

[Model] When a person with substantial interest, as required by Section 25-43-2.103 of the Administrative Procedures Act, requests a declaratory opinion, the requestor must submit a printed, typewritten, or legibly handwritten request. A. Each request must be submitted on 8-1/2” x 11” white paper. B. The request may be in the form of a letter addressed to the [Agency] or in the form of a pleading as if filed with a court. C. Each request must include the full name, telephone numbers, and mailing address of the requestor(s). D. All requests shall be signed by the person filing the request, unless represented by an attorney, in which case the attorney may sign the request. E. Each request must clearly state that it is a request for a declaratory opinion.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.6 Signature Attestation

[Model] Any party who signs the request shall attest that the request complies with the requirements set forth in these rules, including but not limited to a full,

complete, and accurate statement of relevant facts and that there are no related proceedings pending before any agency, administrative, or judicial tribunal.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.7 Request Content Requirement

[Model] Each request must contain the following: A. A clear identification of the statute, rule, or order at issue; B. The question for the declaratory opinion; C. A clear and concise statement of all facts relevant to the question presented; D. The identity of all other known persons involved in or impacted by the facts giving rise to the request including their relationship to the facts, and their name, mailing address, and telephone number; and E. A statement sufficient to show that the requestor has a substantial interest in the subject matter of the request.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.8 Reasons for Refusal of Declaratory Opinion Request

[Model] The [Agency] may, for good cause, refuse to issue a declaratory opinion. The circumstances in which declaratory opinions will not be issued include, but are not necessarily limited to: A. The matter is outside the primary jurisdiction of the [Agency]; B. Lack of clarity concerning the question presented; C. There is pending or anticipated litigation, administrative action or anticipated administrative action, or other adjudication which may either answer the question presented by the request or otherwise make an answer unnecessary; D. The statute, rule, or order on which a declaratory opinion is sought is clear and not in need of interpretation to answer the question presented by the request; E. The facts presented in the request are not sufficient to answer the question presented; F. The request fails to contain information required by these rules or the requestor failed to follow the procedure set forth in these rules; G. The request seeks to resolve issues which have become moot or are abstract or hypothetical such that the requestor is not substantially affected by the rule, statute, or order on which a declaratory opinion is sought; H. No controversy exists or is certain to arise which raises a question concerning the application of the statute, rule, or order; I. The question presented by the request concerns the legal validity of a statute, rule, or order; J. The request is not based upon facts calculated to aid in the planning of future conduct, but is, instead, based on past conduct in an effort to establish the effect of that conduct;

K. No clear answer is determinable; L. The question presented by the request involves the application of a criminal statute or sets forth facts which may constitute a crime; M. The answer to the question presented would require the disclosure of information which is privileged or otherwise protected by law from disclosure; N. The question is currently the subject of an Attorney General's opinion request; O. The question has been answered by an Attorney General's opinion; P. One or more requestors have standing to seek an Attorney General’s opinion on the proffered question; Q. A similar request is pending before this agency, or any other agency, or a proceeding is pending on the same subject matter before any agency, administrative or judicial tribunal, or where such an opinion would constitute the unauthorized practice of law; or R. The question involves eligibility for a license, permit, certificate or other approval by the [Agency] or some other agency and there is a statutory or regulatory application process by which eligibility for said license, permit, or certificate or other approval may be determined.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.9 Agency Response

[Model] Within forty-five (45) days after the receipt of a request for a declaratory opinion which complies with the requirements of these rules, the [Agency] shall, in writing: A. Issue an opinion declaring the applicability of the statute, rule, or order to the specified circumstances; B. Agree to issue a declaratory opinion by a specified time but no later than ninety (90) days after receipt of the written request; or C. Decline to issue a declaratory opinion, stating the reasons for its action. The forty-five (45) day period shall begin on the first business day after which the request is received by the [Agency].

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

1 Miss. Admin. Code Pt. 1, R. 8.10 Availability of Declaratory Opinions and Requests for Opinions

[Model] Declaratory opinions and requests for declaratory opinions shall be available for public inspection and copying at the expense of the viewer during normal business hours. All declaratory opinions and requests shall be indexed by name, subject, and date of issue. Declaratory opinions and requests which contain information which is confidential or exempt from disclosure under the Mississippi Public Records Act or other laws shall be exempt from this requirement and shall remain confidential.

History

• Source: Miss. Code Ann.§ 25-43-2.105 (Rev. 2006).

Part 2 Organization and Executive Policies and Procedures

Chapter 1 Organization of the Secretary of State's Office

1 Miss. Admin. Code Pt. 2, R. 1.1 Repeal of Prior Rules

Upon their effective date, these rules and regulations supersede and repeal all previous rules and regulations promulgated under the Administrative Procedures Act and adopted as Title 01 – Administrative Law and Secretary of State Part II Secretary of State.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 1.2 Chapter Content

In accordance with Section 25-43-2.104(a) of the Mississippi Administrative Procedures Act, this chapter describes the Secretary of State’s duties and responsibilities, the organization of the Office of the Secretary of State (“SOS”), its methods of operation, and how the public can contact the agency to make submissions or requests.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 1.3 Secretary of State Duties

The Secretary of State is an officer of the executive branch of state government elected by the people pursuant to Article 5, Section 133 of the Mississippi Constitution. The Secretary of State is the keeper of the Capitol, registrar of all official acts of the Governor and performs other duties as required by various statutes. There are specific statutory duties in the following general areas: elections, public lands, business, regulation, charities, securities, and publications.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 1.4 Secretary of State's Office Organization

The Secretary of State's Office consists of Assistant Secretaries of State and other staff who assist the Secretary in carrying out the responsibilities of the Office. The Secretary of State's Office is divided into the following operating divisions: A. Support Services 1. Executive 2. Human Resources 3. Finance 4. Technology Services B. Business Services and Regulation 1. Corporate Filings and Customer Service a. Business Entity Formation b. Uniform Commercial Code Filing c. Trademarks 2. Regulation and Enforcement a. Administrative Procedures Act Regulation b. Pre-need Funeral Service and Merchandise Registration Act Regulation

c. Scrap Metal Dealer Regulation d. Perpetual Care Cemeteries Regulation e. Athlete Agent Regulation f. Notary Commissions C. Policy and Research D. Securities E. Charities F. Communications G. Publications H. Elections 1. Campaign Finance 2. Lobbying 3. Elections Compliance 4. Statewide Elections Management I. Public Lands 1. Agency Lands 2. Tax Forfeited Lands 3. Sixteenth Section Lands 4. Public Trust Tidelands J. External Affairs

The SOS is primarily located in the Heber Ladner Building, 401 Mississippi Street, Jackson, MS 39201 and at Capital Towers at 125 S. Congress Street, Jackson, MS 39201. The SOS also has multiple agency satellite offices. Information regarding the physical address of agency satellite offices is provided at www.sos.ms.gov.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 1.5 Delegation of Authority

Authority to act on behalf of the Secretary of State is delegated to the following positions: A. Chief of Staff serves as the Deputy Secretary of State and is delegated authority to act for the Secretary on all matters. B. Assistant Secretaries of State are delegated authority to act for the Secretary of State on all matters within their assigned area of responsibility.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 1.6 Contact Information

A current listing of contact information for the SOS may be found at www.sos.ms.gov or obtained by calling (601)359-1350.

History

• Source: Miss. Code Ann. § 25-43-2.104.

Chapter 2 Rulemaking Oral Proceedings

1 Miss. Admin. Code Pt. 2, R. 2.1 Application of Chapter

This chapter applies to all oral proceedings held for the purpose of providing the public an opportunity to make oral presentations or written input on

proposed new rules, amendments to rules, and proposed repeal of existing rules before the Secretary of State’s Office (SOS) pursuant to the Administrative Procedures Act.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 2.2 Request for Oral Proceeding

When a political subdivision, an agency, or a citizen requests an oral proceeding in regard to a proposed rule adoption, the requestor must submit a printed, typewritten, or legibly handwritten request. Pursuant to Section 25-43- 3.104, when an oral proceeding has not been scheduled by the SOS, an oral proceeding will be scheduled when a written request is submitted by a political subdivision, an agency, or ten (10) or more persons. A. Each request must be submitted on 8-1/2” x 11” white paper. B. The request may be in the form of a letter addressed to the Secretary of State or in the form of a pleading as if filed with a court. C. Each request must include the full name, telephone numbers, and mailing address of the requestor(s). D. All requests shall be signed by the person filing the request, unless represented by an attorney, in which case the attorney may sign the request.

History

• Source: Miss. Code Ann. § 25-43-2.104 and -3.104.

1 Miss. Admin. Code Pt. 2, R. 2.3 Notice of Oral Proceeding

Notice of the date, time, and place of all oral proceedings shall be filed with the SOS, Business Services and Regulation Division for publication in the Administrative Bulletin. The Secretary of State shall provide notice of oral proceedings to each requestor. The oral proceedings will be scheduled no earlier than twenty (20) days from the filing of the notice with the Secretary of State. The Secretary of State, Assistant Secretary of State, or designee who is familiar with the substance of the proposed rule, shall preside at the oral proceeding on a proposed rule.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 2.4 Public Participation Guidelines

Public participation shall be permitted at oral proceedings in accordance with the following: A. At an oral proceeding on a proposed rule, persons may make statements and present documentary and physical submissions. B. Persons wishing to make oral presentations at such a proceeding shall notify the SOS at least three (3) business days prior to the proceeding and indicate the general subject of their presentations. The presiding officer in his or her discretion may allow individuals to participate that have not contacted the SOS prior to the proceeding. C. At the proceeding, those who participate shall indicate their names and addresses, identify any persons or organizations they may represent, and provide any other information relating to their participation deemed appropriate by the presiding officer. D. The presiding officer may place time limitations on individual presentations

when necessary to assure the orderly and expeditious conduct of the oral proceeding. To encourage joint presentations and to avoid repetition, additional time may be provided for persons whose presentations represent the views of other individuals as well as their own views. E. Persons making presentations are encouraged to avoid restating matters that have already been submitted in writing. Written materials may, however, be submitted at the oral proceeding. F. Where time permits and to facilitate the exchange of information, the presiding officer may open the floor to questions or general discussion. The presiding officer may question participants and permit the questioning of participants by other participants about any matter relating to that rulemaking proceeding, including any prior written submissions made by those participants in that proceeding. No participant shall be required to answer any question.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 2.5 Submissions and Records

Physical and Documentary Submissions presented by participants in an oral proceeding shall be submitted to the presiding officer. Such submissions become the property of the Secretary of State, part of the rulemaking record, and are subject to the Secretary of State’s public records request procedure. The SOS may record oral proceedings by stenographic or electronic means.

History

• Source: Miss. Code Ann. § 25-43-2.104.

Chapter 3 Declaratory Opinions

1 Miss. Admin. Code Pt. 2, R. 3.1 Application of Chapter

This chapter sets forth the Secretary of State's rules governing the form, content, and filing of requests for declaratory opinions, the procedural rights of persons in relation to the written requests, and the SOS procedures regarding the disposition of requests as required by Section 25-43-2.103.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.2 Scope of Declaratory Opinions

The Secretary of State will issue declaratory opinions regarding the applicability to specified facts of: A. a statute administered or enforceable by the Secretary of State, B. a rule promulgated by the Secretary of State, or C. an order issued by the Secretary of State.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.3 Scope of Declaratory Opinion Request

A request must be limited to a single transaction or occurrence.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.4 How to Submit Requests

When a person with substantial interest, as required by Section 25-43-2.103 of the Administrative Procedures Act, requests a declaratory opinion, the person must submit a printed, typewritten, or legibly handwritten request. A. Each request must be submitted on 8-1/2” x 11” white paper. B. The request may be in the form of a letter addressed to the Secretary of State or in the form of a pleading as if filed with a court. It must also specify to which division of the SOS the request is addressed. C. Each request must include the full name, telephone number, and mailing address of the requestor(s). D. All requests shall be signed by the person filing the request, unless represented by an attorney, in which case the attorney may sign the request. E. Each request must clearly state that it is a request for a declaratory opinion.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.5 Signature Attestation

Any party who signs the request shall attest that the request complies with the requirements set forth in these rules, including but not limited to a full, complete, and accurate statement of relevant facts and that there are no related proceedings pending before any agency, administrative, or judicial tribunal.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.6 Request Content Requirement

Each request must contain the following: A. A clear identification of the statute, rule, or order at issue; B. The question for the declaratory opinion; C. A clear and concise statement of all facts relevant to the question presented; D. The identity of all other known persons involved in or impacted by the facts giving rise to the request including their relationship to the facts, and their name, mailing address, and telephone number; E. A statement sufficient to show that the requestor has a substantial interest in the subject matter of the request.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.7 Reasons for Refusal of Declaratory Opinion Request

The Secretary of State may, for good cause, refuse to issue a declaratory opinion. The circumstances in which declaratory opinions will not be issued include, but are not necessarily limited to: A. The matter is outside the primary jurisdiction of the Secretary of State; B. Lack of clarity concerning the question presented; C. There is pending or anticipated litigation, administrative action or anticipated

administrative action, or other adjudication which may either answer the question presented by the request or otherwise make an answer unnecessary; D. The statute, rule, or order on which a declaratory opinion is sought is clear and not in need of interpretation to answer the question presented by the request; E. The facts presented in the request are not sufficient to answer the question presented; F. The request fails to contain information required by these rules or the requestor failed to follow the procedure set forth in these rules; G. The request seeks to resolve issues which have become moot or are abstract or hypothetical such that the requestor is not substantially affected by the rule, statute, or order on which a declaratory opinion is sought; H. No controversy exists or is certain to arise which raises a question concerning the application of the statute, rule, or order; I. The question presented by the request concerns the legal validity of a statute, rule, or order; J. The request is not based upon facts calculated to aid in the planning of future conduct, but is, instead, based on past conduct in an effort to establish the effect of that conduct; K. No clear answer is determinable; L. The question presented by the request involves the application of a criminal statute or sets forth facts which may constitute a crime; M. The answer to the question presented would require the disclosure of information which is privileged or otherwise protected by law from disclosure; N. The question is currently the subject of an Attorney General's opinion request; O. The question has been answered by an Attorney General's opinion; P. One or more requestors have standing to seek an Attorney General’s opinion on the proffered question; Q. A similar request is pending before this agency, or any other agency, or a proceeding is pending on the same subject matter before any agency, administrative or judicial tribunal, or where such an opinion would constitute the unauthorized practice of law; or R. The question involves eligibility for a license, permit, certificate or other approval by the Secretary of State or some other agency and there is a statutory or regulatory application process by which eligibility for said license, permit, or certificate or other approval may be determined.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.8 Agency Response

Within forty-five (45) days after the receipt of a request for a

declaratory opinion which complies with the requirements of these rules, the Secretary of State shall, in writing: A. Issue an opinion declaring the applicability of the statute, rule, or order to the specified circumstances; B. Agree to issue a declaratory opinion by a specified time but no later than ninety (90) days after receipt of the written request; or C. Decline to issue a declaratory opinion, stating the reasons for its action.

The forty-five (45) day period shall begin on the first business day on or after which the request is received by the Secretary of State.

History

• Source: Miss. Code Ann. § 25-43-2.104.

1 Miss. Admin. Code Pt. 2, R. 3.9 Availability of Declaratory Opinions and Requests for Opinions

Declaratory opinions and requests for declaratory opinions shall be available for public inspection and copying at the expense of the viewer during normal business hours. All declaratory opinions and requests shall be indexed by requestor name, subject, and date of issue. Declaratory opinions and requests which contain information which is confidential or exempt from disclosure under the Mississippi Public Records Act or other laws shall be exempt from this requirement and shall remain confidential.

History

• Source: Miss. Code Ann. § 25-43-2.104.

Chapter 4 Public Records Procedure: In compliance with the Mississippi Public Records Act of 1983, Mississippi Code Section 25-61-1, et. seq. and the Mississippi Ethics Commission’s Model for Public Records Rules, this regulation is adopted by the Office of the Secretary of State (“SOS”). All records and portions of records not exempt from disclosure will be made available in accordance with the procedures outlined below.

1 Miss. Admin. Code Pt. 2, R. 4.1 Scope

This rule establishes procedures and fees associated with all public requests for copies and/or inspection of public documents.

A. Submission of Requests. 1. All requests for information should be submitted in writing to:

Office of the Secretary of State Attention: Public Records Office P.O. Box 136 (mailing address) 401 Mississippi Street (physical address) Jackson, MS 39201 PublicRecords@sos.ms.gov 2. Requests may be mailed, emailed to publicrecords@sos.ms.gov, or hand delivered to the physical address listed above. 3. No verbal or telephone request can be accepted without written request received

in accordance with subparagraphs 1 or 2 above. 4. The request should specifically outline the records that are being requested, provide the name of the requestor, address of the requestor, email (if applicable) and telephone number of the requesting entity/individual and must be signed by the requesting party. 5. If a request is not directed through the channels provided in the manner described above, official receipt of the public records request may be delayed as it may take additional time to route your request to the correct SOS division for processing.

B. Timetable for processing. The SOS will strive to respond to each request within seven (7) working days after the request is received An acknowledgement of the request will be made in one or more of the following ways: 1) provide a reasonable cost estimate associated with the requested records, 2) submission of responsive records or make responsive records available for inspection/copying, 3) provide a reasonable estimate of when responsive records will be available, 4) if the request is unclear or does not sufficiently identify the requested records, a request for clarification from the requestor, or 5) deny the request. In the event of a denial for all or part of the request, the SOS will provide an explanation of the denial to the requestor in writing.

The day the request was initially received by the SOS will not be included in the seven (7) working day response period referenced above, and the first day of the response period will begin on the next working day. If the requested information is unable to be produced by the seventh (7 th ) working day after the request is made, the SOS will provide a written explanation (which may be provided by email) to the requestor indicating why the document cannot be produced during that timeframe. Compilation of documents will not begin until timely payment is received. Delay by the requestor in the payment of an estimated fee may result in the delay of delivery of the requested documents. The SOS will provide assistance to the requestor to the best of its ability; to ensure that public records are protected from damage or disorganization; and to prevent the fulfillment of requests from causing excessive interference with essential functions of the SOS.

Please note that the following types of public records requests usually require additional research and staff time, which can result in significant costs associated with fulfilling the request, as well as an increase in the number of days of response time: (1) requests for very large volumes of material (2) requests that are overly broad or do not reasonably describe the records being requested (3) requests that are unspecific in scope (4) requests for information that have already been archived (5) requests for documents that are unusual in size.

During an emergency, as defined in Section 31-7-1(f) of the Miss. Code, the timetable for processing may be delayed. In that instance, public records requests will be handled as soon as practicably possible.

C. Exempt Documents. The Public Records Act, as well as other statutes and court decisions, provide that a number of records are exempt from public inspection and copying. In addition, other statutes, or rules of law, such as various privacy restrictions, may prohibit disclosure. As stated above, some records are exempt from disclosure, in whole or in part, and may require redaction of information, which may include, but is not limited to, certain sensitive personal information, including social security numbers and dates of birth; certain confidential commercial, proprietary, or financial information; mailing addresses, email addresses and telephone numbers of qualifying candidates; residential addresses of certain individuals; personnel records; attorney communications; and work products of attorneys. This is not an exhaustive list. Records subject to redaction or exemption will be reviewed on a case-by-case basis. Requestors should be aware of the following exemptions, outside of the Public Records Act, that restrict the availability of some documents possessed by the SOS for inspection and copying (this is also not intended to be an exhaustive list):

1. Appraisal records exempt from access, see § 31-1-27; 2. Attorney work product and attorney-client privilege, examination, exemption see § 25-1-102; 3. Charitable organizations, registration information, exemption from public access, see § 79-11-527; 4. Environmental self-evaluation reports, public records act, exemption, see § 49-2-71; 5. Individual tax records in possession of public body, exemption from public access requirements, see § 27-3-77; 6. Licensure application and examination records, exemption from Public Records Act, see § 73-52-1; 7. Personnel files exempt from examination, see § 25-1-100; 8. Public records and trade secrets, proprietary commercial and financial information, exemption from public access, see § 79-23-1; 9. Records exempt from public access, see § 39-7-41; 10. Social security numbers; disclosure safeguards, see § 25-1-111.

D. Third Party Information. 1. Confidential or exemption claims. When any person files or submits documents with the SOS which the filer contends are exempt from disclosure under the Public Records Act, the filer shall provide a written statement at the time of filing which shall describe the documents filed and which shall fully explain why the documents are designated as exempt from disclosure and must specifically cite any statute or other legal authority in support of such designation. Such written statement shall itself be a public record subject to disclosure.

2. Clear Designation. Any document filed with the SOS which contains trade secrets or confidential information or financial information subject to the protection of any applicable law or court decision shall be clearly designated as such by the filer on its face and an accompanying cover letter at the time of filing

and shall be placed in an envelope other than white. Each page of each document shall be marked confidential. Upon request to inspect or copy any document so designated, the SOS shall notify the person who filed the document of the request. Twenty-one (21) days after such notice, the document will be made available for public inspection or copying unless the filer shall have obtained a court order protecting such records as confidential pursuant to Miss. Code Ann. Section 25-61-9.

3. Prior to Filing. Any person filing documents with the SOS shall, prior to filing, redact from the documents any social security numbers, account numbers or dates of birth not required to be listed. The SOS shall determine on a case-by- case basis whether similar information may be redacted by the filer to prevent identity theft. In no event will the SOS bear any responsibility for a filer’s failure to redact such information which leads to identity theft or other crime or loss.

E. Assessment of Costs to the Requestor. Payment for information requested must be made in advance of receipt of documents and must be sufficient to cover the actual costs for the SOS to furnish the information. Such costs include, but are not limited to, staff time to evaluate the request (including costs associated with legal advice by outside attorneys), to retrieve any relevant files, to organize the information, to notify any Third Parties, to develop a cost estimate and schedule, to monitor and/or assist inspection of records, to reproduce the material (if necessary), and to deliver the responsive records. 1. No cash or paper personal checks can be accepted. Money orders, certified checks, and corporate checks are accepted by this office. Payments by credit card, debit card, and electronic check can be submitted via the State Payment Portal after a cost estimate for the public records request has been generated by the office. 2. The SOS will notify the requestor of the costs to obtain the information prior to processing the request. Compilation of documents will not begin until timely payment is received. By delaying the payment of the estimated fee, the requestor acknowledges there may be a delay in the delivery of the requested documents. If timely payment is not received within thirty (30) days, the SOS will proceed no further with the request. If, at a later date, the requestor decides to proceed with the request, he/she should submit a new request. No request will be processed until after payment is received and funds are verified. 3. If the actual cost is higher than the estimate, the requestor will be required to pay the difference before receiving the information. If the actual cost is lower than the estimate, the SOS will refund the difference.

F. Requests for Standard Documents. The SOS has established a Schedule of Standard Documents and Fees for frequently requested information. The list of these documents and associated costs are provided in Part 2 Chapter 5 of this regulation. Should a requestor require a paper copy of these documents, he/she must initiate a request as described in this document and submit the fee listed on the Schedule of

Standard Documents. G. Requests for Special Documents. Upon receipt of a request for any document not included on the Schedule of Standard Documents and Fees, the staff of the SOS will evaluate the request, research the files and other sources to determine the availability and format in which the information is stored, and estimate the actual costs to furnish the requested information. 1. An estimated cost will be provided to the requestor based on the volume of information, the format in which the information is stored and requested, whether or not third-party information has been requested, and whether any fees are applied as set forth in Rule 5.2, General Fees. The requestor may submit payment for processing of the request, amend the request, and/or withdraw the request. The requestor should submit written notice of his/her intent to either proceed or withdraw the request. H. Requests for Document Inspections. Inspection of public records must be conducted at the SOS and during normal hours of operation (Monday through Friday from 8:00 a.m. to 5:00 p.m., excluding state holidays). Records must be inspected at the SOS and no requestor, or his designee, may remove a public record from the SOS designated inspection area or disassemble or alter any public record. The requestor shall indicate which records he/she wishes to copy. The time, place and manner of inspection and copying of records will not be allowed to interfere with other essential duties of the SOS. The requestor will be billed for the total amount of time expended by employees of the SOS assisting with and/or monitoring the inspection of documents. Additional fees incident to document production may be assessed. I. Public Information via the Internet. Some information pertaining to the SOS is available free of charge on the SOS website at www.sos.ms.gov. Requestors are encouraged to view the documents available on the SOS website prior to submitting a public records request. J. Closure of a Request. If a requestor either withdraws his/her request, fails to fulfill his/her obligations to inspect the records or fails to pay the deposit/cost estimate or payment in full for the requested records within thirty (30) calendar days of the submission of the request, the SOS will close the request and notify the requestor of such closure via email. K. Requests for Electronic Records. The process for requesting electronic public records is the same as provided for requesting paper public records. When a requestor requests records in an electronic format, the SOS will provide the nonexempt records or portions of such records that are reasonably locatable in an electronic format that is used by the public body and is generally commercially available, or in a format that is reasonably translatable from the format in which the public body keeps the record. Costs associated with providing electronic records are governed by Part 2 Chapter 5 of this regulation. With the consent of the requestor, the SOS may provide customized access to a database if the record is not reasonably locatable or not reasonably translatable into the format requested. The SOS may charge the actual cost for such customized access. L. Later Discovered Documents. If, after the SOS has informed the requestor that it has provided all available records, the SOS becomes aware of additional responsive documents existing at the time of the request, it will promptly inform the requestor of

the additional documents and will provide them to the requestor. M. Records of Other Governmental Agencies or Entities. In instances when a public records request is submitted to the SOS seeking records that are primarily in possession of another governmental agency/entity, the SOS will notify the requestor which government body has primary possession of the responsive records, and the SOS will furnish what records are in its possession provided the requestor desires to move forward with the original request.

History

• Source: Miss. Code Ann. § 25-61-1, et. seq.

1 Miss. Admin. Code Pt. 2, R. 4.2 Review of Denials

A. Review by the Ethics Commission. Pursuant to Miss. Code Ann. § 25-61-13, if the SOS denies a requestor access to public records, the requestor may ask the Ethics Commission to review the matter. The Ethics Commission has adopted rules on such requests. They may be found at www.ethics.state.ms.us.

B. Judicial review. Any person whose request for public records was denied may institute a suit in the chancery court of Hinds County, seeking to reverse the denial, as set forth in Miss. Code Ann. § 25-61-13.

History

• Source: Miss. Code Ann. § 25-61-1, et. seq

Chapter 5 Fees

1 Miss. Admin. Code Pt. 2, R. 5.1 Standard Documents and Fees*

A. For each application filed for the purchase of tax-forfeited property: $2.50

B. For copy of patent: $2.00

C. For certificate from 1875 to date, certifying each and every sale and disposition by the state: $5.00

D. For certificate of land records information: $2.00

E. For copy of any land record, not certified: $1.00

F. Photostat copies of plats and field notes, as follows: 1. Size of Sheet Per Page a. 8 ½ ′′ x 11′′ and under: $0.50 b. Over 8 ½ ′′ x 11′′ and not more than 8 ½ ′′ x 14′′: $0.60 c. Over 8 ½ ′′ x 14′′ and not more than 18′′ x 24′′: $1.20 d. All over 18′′ x 24′′: $2.00 G. For certified copy of a business filing. $25.00

• Costs above reflect charges for standard documents stored on-site or electronically. Documents requiring offsite storage search and delivery may incur additional costs.

History

• Source: Miss. Admin. Code 1-10-7.2; Miss. Code Ann. § 25-7-85; § 25-61-7.

1 Miss. Admin. Code Pt. 2, R. 5.2 General Fees

A. Copies of other materials produced on 8 ½” x 11” cost $0.15 per page (additional costs may apply for larger or special paper).

B. A certified copy of a requested document costs $1.00.

C. Additional fees may apply for searching, researching, reviewing and conducting a legal review of the requested documents, and redacting information, if necessary. Charges shall be based upon the hourly salary of the lowest paid employee of the SOS qualified and available to do the job.

D. All other costs or fees which would be incurred in responding to a request, including but not limited to postage, UPS, Federal Express, temporary agency personnel, and offsite storage search and delivery, will be charged at the cost billed to the SOS. E. If electronic copies are requested and the documents are available electronically, copies will be distributed to the requestor on an electronic disc or by other available electronic format. Search and/or research costs associated with the request may apply. See Rule 4.1(K) above. F. The Agency may waive any fee described herein at the discretion of the Secretary. There will be no charge associated with emailing responsive records to a requestor unless another cost applies such as a scanning fee or system costs allowed under Section 25-61- 7(2) of the Miss. Code.

G. Charges for searching, reviewing, and redacting are limited to the actual cost of searching for and reviewing and, if necessary, redacting exempt information from public records. The cost shall be based upon the hourly rate of compensation for the lowest paid agency employee qualified to perform the task, which shall be multiplied by the actual time to complete the task.

H. Official representatives of public bodies, as defined in the Public Records Act, shall be entitled to reasonable copies of such records at no charge.

History

• Source: Miss. Code Ann. § 25-61-7.

1 Miss. Admin. Code Pt. 2, R. 5.3 Repeal of previous rules and regulations

A. All previously promulgated rules or regulations which are inconsistent with any provisions set forth above are hereby repealed.

B. Conflicts between this regulation and existing statutes related to access to Agency records and fees charged by individual work areas of the Agency shall be resolved in favor of the existing statute.

1 Miss. Admin. Code Pt. 2, R. 5.4 Review of denials

A. Review by the Mississippi Ethics Commission. Pursuant to Section 25-61-13 of the Miss. Code, if the SOS denies a requestor access to public records, the requestor may ask the Mississippi Ethics Commission to review the matter. The Mississippi Ethics Commission has adopted rules on such requests. Those rules may be found at www.ethics.ms.gov.

B. Judicial review. Any person whose request for public records was denied may institute a suit in the chancery court of Hinds County, seeking to reverse the denial, as set forth in Section 25-61-13.

History

• Source: Miss. Code Ann. § 25-61-7, et. seq.

Part 4 Business Services - Uniform Commercial Code Filings

Chapter 2 Definitions Introduction. The following terms shall have the respective meanings provided in these rules, Terms not defined in these rules, which are defined in the UCC, shall have the respective meanings accorded such terms in the UCC. Notwithstanding any of the preceding, the definitions applicable to section 604 of these rules shall follow the terms defined in § 1324 of the Food Security Act of 1985, P.L. 99498, and shall mean the same except as otherwise specified. Rule 2.1 “Actual Delivery” means the act of handing over the product or farm product to the intended recipient or agent therefore.

1 Miss. Admin. Code Pt. 4, R. 2.2 “Amendment’ means a UCC document that purports to amend the information contained in a financing statement

Amendments include amendments, assignments, continuations, and terminations.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.3 Rule 2.3

“Assignment” is an amendment that purports to reflect an assignment of all or a part of a secured party’s power to authorize an amendment to a financing statement.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.4 Rule 2.4

“Buyer in the ordinary course of business” means a person or entity who buys goods, including farm products, In good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary- course of business from a person or entity in the business of selling goods of that kind. This definition also incorporates “buyer in the ordinary course of business” as defined in Mississippi Code § 75-1-201(9) and shall not be in conflict with the Food Security Act of 1g85, 7 U.S.C. § 1631.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.5 Rule 2.5

“Central Filing System” means a system for filing effective financing statements or notice of such financing statements on a statewide basis which has been certified by the Secretary of the United States Department of Agriculture.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.6 “Continuation” means an amendment that purports to continue the effectiveness of a financing statement

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.7 Rule 2.7

“Correction statement” means a UCC document that purports to indicate that a financing statement is inaccurate or wrongfully filed.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.8 Rule 2.8

“Effective financing statement” (EFS) means a statement that is an original or reproduced copy thereof, filed in accordance with the “Uniform Commercial Code - Secured Transactions” applicable in the State of Mississippi at the time of filing OR as in the case of farm product filings, a statement which complies with Section 1324 of the Food Security -Act of 1985, P.L. 99-108 that is an original or reproduced copy of the statement containing the name and address of the secured party; the name and address of the person indebted to the secured party; the social security number (or in the case of a debtor doing business other than as an individual, the Internal Revenue Service taxpayer identification number); a description of the farm products— subject to the security interest created by the debtor, including the amount of such products where applicable; and a reasonable description of the property, including the county in which the property is located; signed by both the debtor(s) and the secured party(ies) if submitted non-electronically, or when and if the Mississippi Secretary of State accepts electronic

filing of UCC statements an electronically reproduced copy of a statement without the debtor’s signature.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.9 “EFS” means an effective financing statement

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.10 Rule 2.10

“Farm Product” means an agricultural commodity such as, but not limited to, cotton, wheat, corn, soybeans; a species of livestock such as, but not limited to, cattle, hogs, emu, sheep, horses or poultry included, used, or produced in farming operations; aquatic goods produced in aqua cultural operations; or a product bf such crop. “Farm Product” includes agricultural based commodities used or produced in farming operations, aqua cultural products, or livestock in its unmanufactured state (such as ginned cotton, wool clip, sorghum, milk, and eggs) that is in possession of a person engaged in farming operations.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.11 Rule 2.11

“File number” means the unique identifying information assigned to an initial financing statement by the filing officer for the purpose of identifying the financing statement and UCC documents relating to the financing statement in the filing officer’s information management system. The file number bears no relation to the time of filing and is not an indicator of priority.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.12 “Filing office” and “filing officer” means the Mississippi Secretary of State, Division of Business Services

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.13 Rule 2.13

“Financing statement” means a record or records composed of an initial financing statement and any filed record(s) relating to the initial financing statement.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.14 “Individual” means a human being, or a decedent in the case of a debtor that is such decedent’s estate

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.15 Rule 2.15

“Initial financing statement” means a UCC document that does not identify itself as an amendment or identify an initial financing statement to which it relates, as required by Mississippi Code § 75- 9-512, 75-9-514 or 75-9-518.

History

• Source: Section 79-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.16 “Knows” or “knowledge” means that a person has actual knowledge of a fact

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.17 Rule 2.17

“Master list” means the accumulation of data in paper, electronic, or other form, organized according to Farm Products; and arranged within such product alphabetically, numerically by tax ID, geographically by county, and crop year.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.18 “Organization” means a legal person who is not an individual under Rule 2.14

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.19 “Person” means any individual, partnership, corporation, trust, or any other business entity

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.20 Rule 2.20

“Portion” means portion of the master list distributed to registrants regularly that cover the farm products in which such registrant has registered an interest.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.21 Rule 2.21

“Receipt “means three (3) days following the dates of mailing or the date of actual delivery to the intended recipient, whichever occurs first.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.22 Rule 2.22

“Registrant” means any buyer of farm products, selling agent, or commission merchant registered With the Central Filing System.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.23 Rule 2.23

“Remitter” means a person who tenders UCC document to the filing officer for filing, whether the person is a filer or an agent of a filer responsible for tendering the document for filing. “Remitter” does not include a person responsible merely for the delivery of the document to the filing office, such as the postal service or a courier service but does include a service provider who acts as a filer’s representative in the filing process.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.24 “Secretary” unless identified to the contrary, means Secretary of State of the State of Mississippi

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.25 Rule 2.25

“Security interest” means an interest in personal property including fixtures, as extracted collateral, timber to be cut, or Farm Products which secure payment or performance of an obligation.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.26 Rule 2.26

“Secured party of record” means, with respect to a financing statement, a person whose name is provided as the name of a secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under Mississippi Code § 75-9-514(a), the assignee named in the initial financing statement is the secured party of record with respect to the financing statement. If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under Mississippi Code § 75-9-514(b), the assignee named in the amendment is a secured party of record. A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.27 “System operator” means the Secretary of State

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.28 Rule 2.28

“Termination” means an amendment intended to indicate that the related financing statement has ceased to be effective with respect to the secured party authorizing the termination.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.29 “UCC” means the Uniform Commercial Code as adopted in Mississippi

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.30 Rule 2.30

UCC document” means an initial- financing statement, an amendment, an assignment, a continuation, a termination or a correction statement. The word “document in the term “UCC document” shall not be deemed to refer exclusively to paper or paper-based writings; it being understood that UCC documents may be expressed or transmitted electronically or through media other than such writings. (Note: This definition is used for the purpose of these rules only. The-use of the term UCC document” in these rules has no relation to the definition of the term “document” in Mississippi Code § 75-9-102(a) (30)).

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 2.31 Rule 2.31

“Singular and Plural Forms” Singular nouns shall include the plural form, and plural nouns shall include the singular form, unless the context otherwise requires.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

Chapter 3 Filing Officer Rule 3.1 Place to File The filing office is the office for filing UCC documents relating to all types of collateral except for timber to be cut, as-extracted collateral (Mississippi Code § 75-9- 102(a)(6)) and, when the relevant financing statement is filed as a fixture filing, goods which are or are to become fixtures. Regardless of the nature of the collateral, the Mississippi Secretary of State, Division of Business Services is the office for filing all UCC documents where the debtor is a transmitting utility.

1 Miss. Admin. Code Pt. 4, R. 3.2 Rule 3.2

Filing Office Identification In addition to the promulgation of these rules, the Mississippi Secretary of State will disseminate information of its location, mailing address, telephone and fax numbers, and its Internet and other electronic ‘addresses’ through usual and customary means.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 3.3 Rule 3.3

Office Hours Although the filing office maintains regular office hours, it receives transmissions electronically through its filing system 24 hours per day, 365 days per year, except for scheduled maintenance and unscheduled interruptions of service. These communications may be retrieved and processed periodically (but no less often than once each day the filing office is open for business) on a batch basis.

History

• Source: Section 75-9-101et seq. Mississippi Code of 1972 as amended.

Chapter 4 UCC Document Delivery Rule 4.1Personal Delivery at the Filing Office’s Street Address The filing time for a UCC document delivered by this method is when delivery of the UCC document is accepted by the filing office (even though the UCC document may not yet have been accepted for filing and subsequently may be rejected).

1 Miss. Admin. Code Pt. 4, R. 4.2 Rule 4.2

Express Mail and Courier Delivery at the Filing Office’s Street Address UCC documents delivered by this method, not-withstanding the time of delivery, received prior to 12:00 p.m. of a business day will receive a filing time of 12:00 p.m., even though the UCC document may not yet have been accepted for filing and may be subsequently rejected. Courier delivery of UCC documents after 12:00 p.m. on a business day, and before the close of business, will receive a filing time of 5:00 p.m., even though the UCC document may not yet have been accepted for filing and may be subsequently rejected.

History

• Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 4.3 Rule 4.3

Standard Postal Service Delivery to the Filing Office’s Mailing Address UCC documents delivered by this method will receive a filing time of 8:00 a.m. on the day of delivery

if the filing office is open for business on the delivery day, even though the UCC document may not yet have been accepted for filing and may be subsequently rejected. A UCC document delivered after regular business hours or on a day the filing office is not open for business will have a filing time of 8:00 a.m. on the next day the filing office is open for business.

History

• Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 4.4 Rule 4.4

Search Request Delivery UCC search requests may be delivered to the filing office by any of the means by which UCC’ documents may be delivered to the filing office. Requirements concerning search requests are set forth in Rule 12.2

History

• Source: Section 75-9-301 et seq. Mississippi Code of 1972 as amended.

Chapter 5 Approved Forms. Introduction. Forms for UCC documents that conform to the requirements of this rule will be acceptable by the filing office. Rule 5.1 Statutory Forms. The forms described by reference In Mississippi Code § 75-9-521 will be acceptable.

1 Miss. Admin. Code Pt. 4, R. 5.2 Farm Product Filing Forms

In the case of a Farm Product filing, the Mississippi Secretary of State has adopted specific forms for initial filing and continuation which meets the required guidelines under the Food Security Act of 1985. These forms are included in “Appendix A.”

History

• Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 5.3 Secretary of State-Approved Forms

A form for the relevant UCC document approved by the office of the Secretary of State will be acceptable. Beginning July 1, 2017, only UCC documents generated by the Secretary of State's UCC online filing system will be accepted for filing. UCC filings submitted on forms not generated in the Mississippi Secretary of State's system will be rejected.

History

• Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 5.4 Form--UCC Search

The Secretary of State will only honor search requests submitted on the appropriate form available on the Secretary of State's website.

History

• Source: Section 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 5.5 Reserved

Chapter 6 Filing Fees-Not Including Farm Commodity Filings Covered in Rule 13.5

1 Miss. Admin. Code Pt. 4, R. 6.1 Filing fees are assessed pursuant to Mississippi Code § 75-9-525

History

• Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 6.2 From and after December 31, 2007, filing fees are as follows:

Standard Form Name Discounted Fees for Filings Paid Online

Initial Financing Statement (UCC1) and Addendum (UCC1Ad) $8 + convenience fee set by e-gov portal

Financing Statement Amendment (UCC3) and Addendum (UCC3Ad) $8 + convenience fee set by e-gov portal

Fees for Standard Forms Completed Online and Mailed in with Payment

Initial Financing Statement (UCC1) and $10 (+ $3 if attachments +$4 for each Addendum (UCC1Ad) additional debtor listed)

Financing Statement Amendment (UCC3) and Addendum (UCC3Ad) $10 (+ $3 if attachments)

Farm Products Forms Fees for Farm Product Filings (Must be completed online then mailed in with payment)

Initial “Farm Product Filing ” Financing Statement UCC1F) and Addendum $10 (+ $3 if attachments +$4 for each (UCC1FAd) additional debtor listed)

"Farm Product Filing" Financing Statement Amendment (UCC3F) and Addendum (UCC3Fad) $10 (+ $3 if attachments)

Other Forms Fees (must be completed online and mailed in with payment)

Information (Correction) Statement (UCC5) $10 (+ $3 if attachments)

Information Request (UCC11) $5

UCC11 Copy Request $2 per financing statement requested + $0.25 per page copying fee

History

• Source: Section 75-9-505 et seq. and Section 25-61-7 Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 6.3 Expedited Services

Expedited services are not provided.

History

• Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 6.4 Methods of Payment

Filing fees for UCC9 and Central Filing System transactions must be submitted only for that transaction. For example: fees for filing a UCC document cannot be combined with other corporate service fees of the Secretary of State and tendered at the time. Filing fees and fees for public record services may be paid by the following methods: A. Cash. The filing officer discourages cash payment unless made in person to the cashier at the filing office. B. Checks. Checks made payable to the filing office will be accepted for payment if drawn on a bank acceptable to the filing office. C. The filing office will accept payment via electronic funds transfer under National Automated Clearing House Association (“NACHA”) rules from remitters who have entered into appropriate NACHA – approved arrangements for such transfers and who authorize the relevant transfer pursuant to such arrangements and rules. D. Debit cards. The filing office may elect to accept payment by debit cards in accordance with Mississippi Code and as technology permits. E. Credit cards. The filing office may elect to accept payments using credit cards in accordance with Mississippi Code and as technology permits.

History

• Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 6.5 Overpayment and underpayment/rejected filing refunds policies

An overpayment will not be refunded to the filing party.

History

• Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 6.6 Rejected filings

Upon receipt of a document which is subsequently rejected, the filing officer shall return either the original or an electronic copy of the original to the filing party as provided in Rule 9.6. he payment for that filing will not be refunded. A filing fee submitted at the time of a filing a UCC document which is subsequently rejected by the filing officer will not be used in any manner for “credit” on future filings. Filers resubmitted documents which have previously been rejected shall remit filing fees with the resubmitted documents as if it were a new filing.

History

• Source: Section 75-9-505 et seq. Mississippi Code of 1972 as amended.

Chapter 7 Public Records Services Introduction. Public records services. Public records services are provided on a non- discriminatory basis to any member of the public on the terms described in these rules. The following methods are available for obtaining copies of UCC documents and copies of data from the UCC information management system. Rule 7.1 Copies. Copies of individually identified UCC documents are available.

1 Miss. Admin. Code Pt. 4, R. 7.2 Bulk copies of documents

Bulk copies of UCC documents are available by electronic means via a paid subscription service set up by the Secretary of State.

History

• Source: Section 75-9-606 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 7.3 Availability of data

Data from the information management system, a list of available data elements from the UCC information management system, and the file layout of the data elements, is available from the filing officer upon request. Data from the information management system is available via paid subscription as follows: A. Full extract. A bulk data extract of the information from the UCC information management system – is available on a regular basis. B. Extracts from the UCC information management system are available in formats as prescribed by the Mississippi Secretary of State.

History

• Source: Section 75-9-606 et seq. Mississippi Code of 1972 as amended.

Chapter 8 New practices and technologies Rule 8.1 Article 9 filing. The filing officer is authorized to adopt practices and procedures to accomplish receipt, processing, maintenance, retrieval, and transmission of, and remote access to, Article 9 filing data by means of electronic, voice, optical, or other technologies. In developing and utilizing technologies and practices, policies and regulations adopted in connection with secure transaction filing systems in other states.

1 Miss. Admin. Code Pt. 4, R. 9.1 Policy Statement

The duties and responsibilities of the Mississippi Secretary of State with respect to the administration of the UCC are ministerial. In accepting for filing or refusing to file a UCC document pursuant to these rules, the filing officer does none of the following:

A. Determine the legal sufficiency of a document. B. Determine that a security interest in collateral exists or does not exist. C. Determine that information in the document is correct or incorrect, in whole or in part. D. Create a presumption that information in the document is correct or incorrect, in whole or in part except as authorized by section 75–9–501.1 of the Mississippi Code of 1972 as amended.

History

• Source: Section 75-9-501.1 and Section 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.2 Duty to file

Provided that there is no ground to refuse acceptance of the document under Rule 9.3, a UCC document is filed upon its receipt by the filing officer with the filing fee and the filing officer shall promptly assign a file number to the UCC document an index it in the information management system.

History

• Source: Section 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.3 Grounds for refusal of a UCC document

The following grounds are the sole grounds for the filing officer’s refusal to accept a UCC document for filing. As used herein, the term “legible” is not limited to refer only to written expressions on paper. “Legibility” may refer also to a machine – readable transmission for electronic transmissions and an otherwise readily decipherable transmission.

A. Debtor name and address. An initial financing statement or an amendment that purports to add a debtor shall be refused if the document fails to include a legible, valid debtor name and address for a debtor, in the case of an initial financing statement, or for the debtor purporting to be added in the case of such an amendment. If the document contains more than one debtor name or address and some names or addresses are missing or illegible, the filing officer shall index the legible name and address pairings, and provide notice to the remitter containing the file number of the document, identification of the debtor name(s) that was (were) indexed, and a statement that debtors with illegible or missing names or addresses were not indexed.

B. An initial financing statement or an amendment adding one or more debtors shall be refused if the document fails to identify whether each named debtor (or each added debtor in the case of such an amendment) is an individual or an organization, if the last name of each individual debtor is not identified.

C. Secured party name and address. An initial financing statement, an amendment purporting to add a secured party of record or an assignment shall be refused if the document fails to include a legible secured party (or assignee in the case of an

assignment) name and address. If the document contains more than one secured party (or assignee) name or address and some names or addresses are missing or illegible, the filing officer shall refuse the UCC document.

D A UCC amendment of an initial financing statement shall be refused if the document does not provide a file number of an initial financing statement in the UCC information management system that has not lapsed.

E. A UCC document that does not identify itself as an amendment or identify an initial financing statement to which it relates, as required by Mississippi Code §§75- 9-512, 79-9-514.and 75-9-518, is an initial financing statement.

F. Continuation shall be refused if it is not received during the six – month period concluding on the day upon which the related financing statement would lapse.

1. First day permitted. The first day on which a continuation may be filed is the date of the month corresponding to the date upon which the financing statement would lapse, six months preceding the month in which the financing statement would lapse. If there is no such corresponding date during the sixth month preceding the month in which the financing statement would lapse, the first day on which a continuation may be filed is the day of the sixth month preceding the month in which the financing statement would lapse, although filing by certain means may not be possible on such date if the filing office is not open on such date.

2. Last day permitted. The last day on which a continuation may be filed is the day upon which the financing statement would lapse. Lapse date is defined in Rule 11.5.

G. A UCC filing shall be refused if the document is accompanied by less than the full filing fee tendered by a method described in Rule 6.2 and 6.3.

H. UCC documents communicated to the filing office by a means of communication not authorized by the filing officer for the communication of UCC documents shall be refused.

I. UCC documents determined to be fraudulent or false filings pursuant to section 75 –9–501.1 shall be rejected.

J. As of July 1, 2017, all UCC filings submitted to the Secretary of State's office are required to be entered and completed by the filer or remitter using the Secretary of State's online filing system for UCC documents. These documents may be submitted electronically or transmitted in paper but all submitted documents must be produced by the online filing system and bear the tracking number assigned by that system. After July 1, 2017, any UCC filing including initial filing statements, farm liens, and any amendments, corrections or terminations thereto which are not

entered by in the Secretary of State online filing system will be returned to the filer or remitter unprocessed.

History

• Source: Sections 75-9-501.1 and 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.4 Grounds not warranting refusal

The sole grounds for the filing officer’s refusal to accept a UCC document for filing are enumerated in Rule 9.3. The following are examples of defects that do not constitute grounds for refusal to accept a document. They are not a comprehensive enumeration of defects outside the scope of permitted grounds for refusal to accept a UCC document for filing.

A. The UCC document appears to identify a debtor incorrectly.

1 The UCC document appears to identify a debtor incorrectly. 2. The UCC document appears to identify a secured party or a secured party of record incorrectly.

B. The UCC document contains additional or extraneous information of any kind.

C. The UCC document contains less than the information required by Article 9 of the UCC, provided that the document contains the information required in Rule 9.2 through 9.3.

1. Collateral Description. The UCC document incorrectly identifies collateral, or appears to contain no such description. 2. The document is accompanied by funds in excess of the full filing fee.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.5 Time Limit

The filing officer, under normal business conditions, shall determine whether criteria exist to refuse acceptance of a UCC document for filing not later than the second business Day after the date the document would have been filed had it been accepted for filing and shall index a UCC document not so refused within the same time period. Any delay of this time limitation will be controlled pursuant to Mississippi Code § 75-9-524.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.6 Procedure Upon Refusal

If the filing officer finds grounds under Rule 9.3 to refuse acceptance of a UCC document, the filing officer shall return either the document or an electronically scanned copy of the document, if written, to the remitter. The filing office shall send a notice that contains the date and time the document would have been filed had it been accepted for filing (unless such date and time are stamped on the document), and brief description of the reason for refusal to accept the document under Rule 9.3. The notice shall be sent to a secured party or the remitter as provided in Rule 11.6. The notice shall be sent to a secured party or the remitter as provided in Rule 11.2 no later than the time set forth in Rule 9.5.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.7 Acknowledgement

After acceptance and entry of a UCC document in the Secretary of State’s database, the filing officer shall send to said filer or remitter an image of the record of the UCC document showing the file number assigned to it and the date and time of filing. Filers are urged to review the acknowledgement for errors. Correction of errors will be pursuant to Rules 11.6 or 11.7.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.8 Other Notices

Nothing in these rules prevents a filing officer from communicating to a filer or a remitter that a filing officer noticed apparent potential defects in a UCC document, whether or not it was a filed or refused for filing. However, the filing office is under no obligation to do so and may not, in fact, have the resources to do so or to identify such defects. THE RESPONSIBILITY FOR THE LEGAL EFFECTIVENESS OF FILING RESTS WITH FILERS AND REMITTERS AND THE FILING OFFICE BEARS NO RESPONSIBILITY FOR SUCH EFFECTIVENESS.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.9 Refusal Errors

If a secured party or a remitter demonstrates to the satisfaction of the filing officer that a UCC document that was refused for filing should not have been refused under Rule 9.3 the filing officer will file the UCC document as provided in these rules with a filing date and time assigned when such a filing error occurs. The filing officer will also file a statement (and such demonstration of error shall constitute the secured party’s authorization to do so) that states that the effective date and time of filing is the date and time the UCC document was boringly tendered for filing, and sets forth such date and time.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 9.10 Use of Social Security numbers on Filing Forms

Other than filings intended to comply with the Food Security Act filed pursuant to Rule 13.5 Social Security numbers are not a filing requirement in Mississippi

Part 4 Chapter 10 UCC Information Management System Rule 10.1 Policy Statement. The filing officer uses an information management system to store, index and retrieve information relating to financing statements. The information management system includes an index of the names of debtors named in financing statements which have not lapsed. The rules in this section describe the UCC information management system.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.
• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.2 Primary Data Elements

The primary data elements used in the UCC information management system are the following:

A. Identification Numbers. Each initial financing statement is identified by its file number as described in Rule 2.11. Identification of the initial financing statement is assigned by the Secretary of State's online filing system and is permanently associated with the record maintained for UCC documents in the UCC information management system. A record is created in the information management system for each initial financing statement and all information comprising such record is maintained in such system. Such record is identified by the same file number assigned to the initial financing statement. B. A UCC document other than an initial financing statement is identified by a unique file number assigned by the filing officer. In the information management system, records of all UCC documents other than initial financing statements are linked to the record of the related initial financing statement.

History

• Source: 75-9-502 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.3 Type of Document

The type of UCC document from which data is transferred is identified in the information management system from information supplied by the remitter.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.4 Filing Date and Filing Time

The filing date and filing time of UCC documents are stored in the information management system. Calculation of the lapse date of an initial financing statement is based upon the filing date.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.5 Identification of Parties

The names and addresses of debtors and secured parties are transferred from UCC documents to the UCC information management system using one or more data entry or transmittal techniques. A. Status of Financing Statement – In the information management system, each financing statement has a status of active or inactive. B. Page Count – The total number of pages in a UCC document is maintained in the information management system. C. Lapse Indicator – An indicator is maintained by which the information management system identifies whether or not a financing statement will lapse and, if it does, when it will lapse. The lapse date is determined as provided in Rule 11.5.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.6 Names of Debtors Who are Individuals

For the purpose of this rule, “individual” means a human being, or a decedent in the case of a debtor that is such decedent’s estate. This rule applies to the name of a debtor or a secured party on a UCC document who is an individual.

A. Individual Name Fields – The names of individuals are stored in files that include only the names of individuals, and not the names of organizations. Separate data entry fields are established for first personal name (first name), additional

names/initials (middle name), and surnames (last or family names) of individuals. A filer should place the name of a debtor with a single name (e.g., “Cher”) in the surname field. The filing officer assumes no responsibility for the accurate designation of the components of a name but will accurately enter the data in accordance with the filer’s designations.

B. Titles and Prefixes Before Names – Titles and prefixes, such as “doctor,” “reverend,” “Mr.,” and “Ms.,” should not be entered in the UCC information management system. However, as provided in Rule 11.8 when a UCC document is submitted with designated name fields, the data will be entered in the UCC information management system exactly as it appears.

C. Titles and Suffixes After Names – Titles or indications of status such as “M.D.” and “esquire” are not part of an individual’s name and should not be provided by filers in UCC documents. Suffixes that indicate which individual is being named such as “senior,” “junior,” “I,” “II,” and “III,” are appropriate. In either case, as provided in Rule 11.8, they will be entered into the information management system exactly as received.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.7 Names of Debtors That are Organizations

This rule applies to the name of an organization who is a debtor or a secured party on a UCC document.

A. Single Field – The names of organizations are stored in files that include only the name of organizations and not the names of individuals. A single filed field is used to store an organization name.

B. Truncation – Organization Names – The organization name field in the UCC database is not fixed in length.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.8 Estates

Although they are not human beings, estates are treated as if the decedent were the debtor under Rule 10.6

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.9 Trusts

If the trust is named in its organic document(s), its full legal name, as set forth in such document(s), is used. Such trusts are treated as organizations. If the trust is not so named, the name of the settlor is used. If a settlor is indicated to be an organization, the name is treated as an organization name. If the settlor is an individual, the name is treated as an individual name. A UCC document that uses a settlor’s name should include other information provided by the filer to distinguish the debtor trust from other trusts having the same settlor and all financing statements filed against trusts or trustees acting with respect to property held in trust

should indicate the nature of the debtor. If this is done in, or as part of, the name of the debtor, it will be entered as if it were a part of the name under Rule 11.8 and 11.9.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.10 Initial Financing Statement

Upon the filing of an initial financing statement the status of the parties and the status of the financing statement shall be as follows:

A. Status of Secured Party – Each secured party named on an initial financing statement shall be a secured party of record, except that if the UCC document names an assignee, the secured party/assignor shall not be a secured party of record and the secured party of record and the secured party/assignee shall be a secured party of record.

B. Status of Debtor – The status of a debtor named on the document shall be active and shall continue of record until one year after the financing statement lapses.

C. Status of Financing Statement – The status of the financing statement shall be active. A lapse date shall be calculated, five years from the filing date, unless the initial financing statement indicates that it is filed with respect to a public- financing transaction or a manufactured-home transaction, in which case the lapse date shall be thirty years from the filing date, or if the initial financing statement indicates that it is filed against a transmitting utility, in which case there shall be no lapse date. A financing statement remains of record until one year after it lapses, or if it is indicated to be filed against a transmitting utility, until one year after it is terminated with respect to all secured parties of record.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.11 Amendment

A. Status of Secured Party and Debtor – An amendment shall affect the status of its debtor(s) and secured party(ies) as follows:

1. Collateral Amendment or Address Change – An amendment that amends only the collateral description or one or more addresses has no effect upon the status of any debtor or secured party. If a statement of amendment is authorized by less than all of the secured parties (or, in the case or an amendment that adds collateral, less than all of the debtors), the statement affects only the interests of each authorizing secured party (or debtor).

2. Debtor Name Change – An amendment that changes a debtor’s name has no effect on the status of any debtor or secured party, except that the related initial financing statement and all UCC documents that include an identification of such initial financing statement shall be cross-indexed in the UCC information management system so that a search under either the debtor’s old name or the

debtor’s new name will reveal such initial financing statement and such related UCC documents. Such a statement of amendment affects only the rights of the secured party(ies)’s authorizing the filing of that amendment.

3. Secured Party Name Change – An amendment that changes the name of a secured party has no effect on the status of any debtor or any secured party, but the new name is added to the index as a secured party of record.

4. Addition of a Debtor – An amendment that adds a new debtor name has no effect upon the status of any party to the financing statement, except the new debtor name shall be added as a debtor on the financing statement.

5. Addition of a Secured Party – An amendment that adds a new secured party shall not affect the status of any party to the financing statement, except that the new secured party name shall be added as a new secured party on the financing statement.

6. Deletion of a Debtor - An amendment that deletes a debtor has no effect on the status of any party to the financing statement, even if the amendment purports to delete all debtors.

7. Deletion of a Secured Party – An amendment that deletes a secured party of record has no effect on the status of any party to the financing statement, even if the amendment purports to delete all secured parties of record.

B. Status of Financing Statement – An amendment shall have no effect upon the status of the financing statement, except that a continuation may extend the period of effectiveness of a financing statement. C.

History

• Source: 75-9-513 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.12 Assignment of Powers of Secured Party of Record

A. Status of the Parties – An assignment shall have no effect on the status of the parties to the financing statement, except that each assignee named in the assignment shall become a secured party of record.

B. Status of the Financing Statement – An assignment shall have no effect upon the status of the financing statement.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.13 Continuation

A. Continuation of Lapse Date – Upon the timely filing of one or more continuations by any secured party(ies) of record, the lapse date of the financing statement shall be postponed for five years.

B. Status of Parties – The filing of a continuation shall have no effect upon the status of any party to the financing statement.

C. Status of Financing Statement - Upon the filing of a continuation statement, the status of the financing statement remains active.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.14 Termination

A. Status of Parties – The filing of a termination shall have no effect upon the status of any party to the financing statement.

B. Status of Financing Statement – After termination a financing statement shall remain active in the information management system until one year after it lapses, unless the termination relates to a financing statement that indicates it is filed against a transmitting utility, in which case the financing statement will become inactive one year after it is terminated with respect to all secured parties of record.

History

• Source: 75-9-513 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.15 Information (Correction) Statement

A. Status of Parties – The filing of an information (correction) statement shall have no effect upon the status of any party to the financing statement.

B. Status of Financing Statement – An information (correction) statement shall have no effect upon the status of the financing statement.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 10.16 Procedure Upon Lapse

If there is no timely filing of a continuation with respect to a financing statement, the financing statement lapses on its lapse date but no action is then taken by the filing office.

History

• Source: 75-9-519 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.1 Policy Statement

This section contains rules describing the filing procedures of the filing officer upon and after receipt of a UCC document. It is the policy of the filing officer to promptly file a document that conforms to these rules. Except as provided in these rules, data is

transferred from a UCC document to the information management system exactly as the data is set forth in the document. Personnel who create reports in response to search requests type search criteria exactly as set forth on the search request. No effort is made to detect or correct errors of any kind.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.2 Document Indexing and Other Procedures Before Archiving

Records are processed in accordance with the Mississippi Code § 75-9-519.

A. Date and Time Stamp – The date and time of receipt are noted on the document or otherwise permanently associated with the record maintained for a UCC document in the UCC information management system at the earliest possible time.

B. Cash Management – Transaction necessary to payment of the filing fee are performed.

C. Document Review – The filing office determines whether a ground exists to refuse the document under Rule 9.3

1. File Stamp – If there is no ground for refusal of the document, the document is stamped or deemed filed and a unique identification number and the filing date is stamped on the document or permanently associated with the record of the document maintained in the UCC information management system. The sequence of the identification number is not an indication of the order in which the document was received.

2. Correspondence –If there is a ground for refusal of the document, notification of refusal to accept the document is prepared as provided in Rule 9.6. If there is no ground for refusal of the document, an acknowledgement of filing is prepared as provided in Rule 9.7. Acknowledgement of filing or notice of refusal of a UCC document is sent to the remitter.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.3 Filing Date

A. The filing date of a UCC document transmitted in paper form is the date the UCC document is received with the proper filing fee if the filing office is open to the public on that date or, if the filing office is not so open on that date, the filing date is the next date the filing office is so open, except that, in each case, UCC documents received after 5:00 P.M. shall be deemed received on the following day. The filing officer may perform any duty relating to the document on the filing date or on a date after filing date.

B. The filing date of the electronically filed UCC document is the date and time that the document is submitted in the correct format and the fee is paid and accepted by the electronic filing system.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.4 Filing Time

The filing time of a UCC document is determined as provided in Rule 4.1 through 4.4.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.5 Lapse Date and Time

A lapse date is calculated for each initial financing statement (unless the debtor is indicated to be a transmitting utility). The lapse date is the same date of the same month as the filing date in the fifth year after the filing date or relevant subsequent fifth anniversary thereof if timely continuation statement is filed, but if the initial financing statement indicates that it is filed with respect to a public-finance transaction or a manufactured-home transaction, the lapse date is the same date of the same month as the filing date in the thirtieth year after the filing date. The lapse takes effect at midnight at the end of the lapse date. The relevant anniversary for a February 29 filing date shall be the March 1 in the fifth year following the year of the filing date.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.6 Errors of the Filing Office

The filing office may correct the errors of filing office personnel or errors caused by the electronic filing system in the UCC information management system at any time. If the correction is made after the filing officer has issued a certification date that includes the filing date of a corrected document, the filing officer shall proceed as follows: A record relating to the relevant initial financing statement will be placed in the UCC information management system stating the date of the correction and explaining the nature or the corrective action taken. The record shall be preserved for so long as the record of the initial financing statement is preserved in the UCC information management system.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.7 Errors Other than the Filing Office Errors

An error by a filer is the responsibility of such filer. It can be corrected by filing an approved UCC amendment form or it can be disclosed by a filing of a UCC correction statement.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.8 Data Entry of Names – Designated Fields

A filing should designate whether a name is of an individual or an organization and, if an individual, also designates the first personal name, additional names/initials and individual’s surname and any suffix. When this is done, the following rules shall apply:

A. Organization Names – Organization names are entered into the UCC information management system exactly as set forth in the UCC document, even if it appears that multiple names are set forth in the document.

B. Individual Names – On a form that designates separate fields for the first personal name, additional names/initials and individual’s surname and any suffix, the filing officer enters the names into the corresponding fields in the UCC information management system exactly as set forth on the form.

C. Designated Fields Required – The Secretary of State requires the use of forms that designate separate fields for individual and organization names and separate fields for first personal name, additional names/initials and individual’s surname and any suffix. Such forms diminish the possibility of filing office error and help assure that filers’ expectations are met. However, filers should be aware that the inclusion of names in an incorrect field or failures to transmit names accurately to the filing office may cause filings to be ineffective.

D. Entering the name of an individual in a box for an organization will be treated as a violation of section 75–9–501.1 and rejected unless an individual name is part of the name of a legally organized entity such as a corporation, limited liability company etc.

E. On or after July 1, 2017, filing officers will no longer perform data entry into the electronic filing system from UCC documents submitted to the Secretary of State's office. After that date, all data entry will be performed by the filers or remitters within the Secretary of State's electronic online filing system prior to submission of those documents.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.9 Data Entry of Names – No Designated Fields

A UCC document that is an initial financing statement or an amendment that adds a debtor to a financing statement and that fails to specify whether the debtor is an individual or an organization will be refused by the filing office.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.10 Special Filings – Identification of Type of Filing

Due to the unique lapse date issues concerning public finance transactions, transmitting utilities, and manufactured homes used as dwellings, the initial financing statement for such special collateral must state clearly that it is for such purpose Should the financing statement not indicate a special type of filing, the filing office shall enter the record as a normal financing statement. The Secretary of State will not speculate whether or not any financing statement should be filed other than as a normal financing statement.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.11 Initial Financing Statement

A new record is opened in the UCC information management system for each initial financing statement that bears the file number of the financing statement and the date and time of filing.

A. The name and address of each debtor that is legibly set forth in the financing statement must be contained in the record of the financing statement. Each such debtor name is included in the searchable index and is not removed until one year after the financing statement lapses. Debtor addresses might not be included in the searchable index except to the extent the filing office offers or intends to offer limited searches or limited copy requests as provided in Rule 12.3.

B. The name and address of each secured party that is legibly set forth in the financing statement must be contained in the record of the financing statement.

C. The record is indexed according to the name of the debtor(s) and is maintained for public inspection.

D. Unless the initial financing statement indicates it is filed against a transmitting utility, a lapse date is established for the financing statement and the lapse date is maintained as part of the record.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.12 Amendment

A record is created for the amendment that bears the file number for the amendment and the date and time of filing.

A. The record of the amendment is associated with the record of the related initial financing statement in a manner that causes the amendment to be retrievable each time a record of the financing statement is retrieved.

B. The name and address of each additional debtor and secured parties are entered into the UCC information management system in the record of the financing statement. Each such additional debtor name is added to the searchable index and is not removed until one year after the financing statement lapses. Debtor addresses may not be included in the searchable index except to the extent the filing office offers or intends to offer limited searches or limited copy requests as provided in Rule 12.3.

C. If the amendment is a continuation, a new lapse date is established for the financing statement and maintained as part of its record.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.13 Information (Correction) Statement

A record is created for the information statement that bears the file number for the information statement and the date and time of filing.

The record of the information statement is associated with the record of the related initial financing statement in a manner that causes the information statement to be retrievable each time a record of the financing statement is retrieved.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.15 Archives – General

The filing office maintains records in accordance with UCC § 75-9-522 and the Mississippi Archives and Records Management Law of 1981, Mississippi Code Ann. §§ 25-59-1, et seq.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.16 Archives – Data Retention

Data in the UCC information management system relating to financing statements that have lapsed are retained in the system for no less than one year from the lapse date.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.17 Archival Searches

Archival records are retrievable by using the name of the debtor and by using the file number assigned to the initial financing statement to which the record relates and the date that the record was filed.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 11.18 Notice of Bankruptcy

The filing officer takes no action upon receipt of a notification, formal or informal, of a bankruptcy proceeding involving a debtor named in the UCC information management system.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 12.1 General Requirements

The Mississippi Secretary of State, Division of Business Services maintains for public inspection a searchable index for all records of UCC documents that provides for the retrieval of a record by the name of the debtor and by the file number of the initial financing statement to which the record relates and which associates with one another each initial financing statement and each file UCC document relating to the initial financing statement.

History

• Source: 75-9-701 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 12.2 Search Requests

Search requests shall contain the following information.

A. Name searched – A search request should set forth the full correct name of a debtor or the name variant desired to be searched and must specify whether the

debtor is an individual or an organization. The full name of an individual shall consist of the first personal name, additional names/initials and individual’s surname, although a search request may be submitted with no additional name or initial and, if only a single name is presented (e.g. “Cher”) it will be treated as an individual’s surname. The full name of an organization shall consist of the name of the organization as stated on the articles of incorporation or other organic documents in the state or country of organization or the name variant desired to be searched. A search request will be processed using the name in the exact form it is submitted.

B. Requesting Party – The name and address of the person to whom the search report is to be sent.

C. Fee for Search Requests – The appropriate fee shall be enclosed, payable by a method described in Rule 6.4.

History

• Source: 75-9-701 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 12.3 Optional Information

A UCC search request may contain any of the following information:

A. The request may limit the records requested by limiting them by the city and state of the debtor. A report created by the filing officer in response to such a request shall contain the statement: “A limited search may not reveal all filings against the debtor searched and the searcher bears the risk of relying on such a search.”

B. All documents responsive to a records request will be delivered via electronic means as determined by the Secretary of State.

History

• Source: 75-9-701 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 12.4 Rules Applied to Search Requests

Search results are created by applying standardized search logic to the exact name presented to the filing officer by the person requesting the search. Human judgment does not play a role in determining the results of the search. The following, and only following, rules are applied to conduct searches:

A. There is no limit to the number of matches that may be returned in response to the search criteria

B. No distinction is made between upper and lower case letters.

C. Punctuation marks and accents are disregarded.

D. Words and abbreviations at the end of a name that indicate the existence or nature of an organization as set forth in the “Ending Noise Words” list as promulgated

and adopted by the International Association of Corporation Administrators as from time to time, are disregarded (e.g., company, limited, incorporated, corporation, limited partnership, limited liability company or abbreviations of the foregoing).

E. The word “the” at the beginning of the search criteria is disregarded.

F. All spaces are disregarded.

G. For first personal and additional names of individuals, initials are treated as the logical equivalent of all names that begin with such initials, and no additional name or initial is equated with all additional names and initials. For example, a search request for “John A. Smith” would cause the search to retrieve all filings against all individual debtors with “John” as the first personal name, “Smith” as the surname, and with the initial “A” or any name beginning with “A” in the additional name field. If the search request were for “John Smith” (first personal and surnames with no designation in the additional name field), the search would retrieve all filings against individual debtors with “John” as the first personal name, “Smith” as the surname and with any name or initial or no name or initial in the additional name field.

H. After taking the preceding rules into account to modify the name of the debtor requested to be searched and to modify the names of debtors contained in active financing statements in the UCC information management system, the search will reveal only names of debtors that are contained in active financing statements and, as modified, exactly match the name requested, as modified.

History

• Source: 75-9-701 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 12.5 Search Responses

Reports created in response to a search request shall include the following:

A. Filing Office Certificate – The filing office upon request and payment of the search fee shall issue a filing officer’s certificate indicating the following:

1. Identification of the filing office and the certification of the filing officer required by the UCC.

2. The date the report was generated.

3. Identification of the name searched.

4. The certification date applicable to the report; i.e., the date and time through the search is effective to reveal all relevant UCC documents filed on or prior to that date.

5. Identification of each active initial financing statement filed on or prior to the certification date and time corresponding to the search criteria, by name of debtor, by identification number, and by file date and file time.

6. For each initial financing statement listed on the report, a listing of all related UCC documents filed by the filing officer on or prior to the certification date.

B. Certified Copies of Financing Statements

1. Information Request Form – A party requesting certified copies of filing statements should indicate the appropriate filing number on a UCC-11 form and remit fees as indicated in Chapter 6.

2. Copies Available from Filing Officer’s Certificate – Upon the issuance of the filing officer’s certificate as per Rule 12.5, the requesting party will specify by the filing number the financing statement(s) desired. The per-copy fee indicated is to be multiplied by the number of requested copies. There is also a per-page copying fee. A remittance of this fee in advance is required for issuance of certified copies of financing statements.

Part 4 Chapter 13 Other Notices of Liens Rule 13.1 Policy Statement. The purpose of rules in this section is to describe records of liens maintained by the filing office created pursuant to statutes other than the UCC that are treated by the filing officer in a manner substantially similar to UCC documents and are included on request with the reports described in Rule 12.5.

History

• Source: 75-9-701 et seq. Mississippi Code of 1972 as amended.
• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 13.2 Notice of Federal Tax Lien

A. Filing – Notices of federal liens are filed and maintained by the filing officer pursuant to the Mississippi Code §§ 85-8-1, et seq., the Uniform Federal Lien Registration Act.

1. Where to file - Notices of federal liens are filed with the filing officer pursuant to Mississippi Code § 85-8-5.

2. Fee – The fee for filing and indexing each notice of lien or certificate or notice affecting the lien in the Office of the Secretary of State is Five Dollars ($5.00) as set out in Mississippi Code § 85-8-13.

3. Duration – A notice of federal lien or certificate or notice affecting the lien shall remain on the file with the filing officer in accordance with Mississippi Code § 85-8-9.

B. Mechanics of Search

1. Fee for Search – The fee for copying, or issuing a certificate in reference to certain notice of federal liens is set out in Mississippi Code § 85-8-9.

2. Search Available with UCC Search – Searches are conducted in accordance with Chapter 12 of these rules to the extent those rules do not conflict with the Uniform Federal Lien Registration Act.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 13.3 Notice of State Tax Lien

State tax liens are not filed with the filing officer.

History

• Source: 75-9-501 et seq. Mississippi Code of 1972 as amended.

1 Miss. Admin. Code Pt. 4, R. 13.4 Reserved

1 Miss. Admin. Code Pt. 4, R. 13.5 Agricultural Liens – Mississippi Central Filing System Regulations for Farm Products

A. Summary of Agricultural Central Filing System – The Mississippi Secretary of State prescribes regulations for implementation and management of a “Central Filing System” for an “effective financing statement” as defined in Chapter of these regulations.

1. Supplementary Information – Section 1324 of the Food Security Act of 1985, P.L. 99-198 (hereinafter “The Food Security Act”), is headed “Protection For Purchasers of Farm Products.” Subsections (e) and (q) of the Food Security Act provide that certain persons may be made subject to a security interest in a Farm Product created by the seller under certain circumstances including the existence of a statewide “central filing system” for an “effective financing statement.” Part three of Senate Bill 2626 (2001 Mississippi Legislative Session), Mississippi Code § 75-9-320(g) provides; “The Secretary of State shall issue regulations implementing a central filing system relating to farm products.” These regulations set forth requirements for the implementation of the Central Filing System. This document is believed and intended to be in full compliance with the regulations promulgated by the United States Department of Agriculture in accordance with the Food Security Act for certification of the Central Filing System. The Secretary of State’s authority and responsibility is limited to the implementation and management of the Central Filing System. The Secretary of State’s authority does not extend to other matters under the section. The legislation does not give the Secretary any authority or responsibility relating to such matters and direct notification by secured parties, sales and payment for products, standards for making checks payable, and procedures for personal liability protection. These regulation are subject to changes to reflect amendments to federal Law/or federal regulations.

B. Reserved

C. Effective Financing Statement (EFS) for Farm Product Filings – The Mississippi UCC- 1F is designated as the official form to be used as an effective financing statement. The UCC-1F contains all information required under state law (Mississippi Code § 75-9-502) for filing financing statements. Additionally, the UCC-1F captures the information required for filing an effective financing statement in the central filing system. For filing efficiency and to eliminate a duplicate filing requirement, all Farm Products should be submitted for filing on the UCC-1F financing statement. Forms including the Mississippi UCC-1F, Mississippi UCC-3F, National UCC-5, and National UCC-11 forms will be used for the Central Filing System. Other documents containing information which complies with Mississippi law and § 1324 of the Food Security Act of 1985 will be accepted for filing.

1. Farm Filing EFS Requirements

a. Debtor name and address (or other person subjecting the farm product to the security interest). In the case of a natural person, the surname (last name or family name) must appear first; in the case of a corporation or other entity not a natural person, the name must appear beginning with the first word not an article; b. Debtor’s social security number or, if other than a natural person, IRS taxpayer identification ; c. Secured party name an address; d. Crop year unless every crop of the Farm Product in question, for the duration of the EFS, is to be subject to the particular security interest; e. Farm Product name and Farm Product code as published by the Mississippi Secretary of State (Attached as Appendix “A”) and is included in the online filing system. f. Each county code number in the state where the Farm Product is produced or to be produced. County Codes are found in Appendix “B” attached and are included in the online filing system. g. Signature of debtor and secured party if submitted non-electronically until July 1, 2017. Beginning July 1, 2017 the Mississippi Secretary of State will accept electronic filing of UCC statements for farm liens, and will accept an electronic reproduced copy of a statement and paper copies produced by the Secretary of State’s electronic filing system pursuant to Rule 5.3 without the debtor’s signature; h. Further details of the Farm Product subject to the security interest if needed to distinguish it from other such product owned by the same person but not subject to the particular security interest.

2. Place of Filing EFS

a. The place of filing an EFS or notice of such financing statement is with the Mississippi Secretary of State, Division of Business Services.

b. Presentation for filing of an effective financing statement (UCC-1F) and tender of the filing fee and acceptance of the statement by the system operator constitutes filing. The system operator shall mark each EFS with a file number and with the date and hour of filing. In addition the system operator shall index the statements in a manner which will comply with the farm products master list requirements. c. A UCC-3F or UCC-1F may be submitted for all Farm Products currently on file. The UCC-3F amendment or UCC-1F should provide all information (i.e. collateral codes, federal ID numbers, etc.) needed for preparation of the master list of Farm Products.

3. Amendment or Continuation of EFS

a. The “material change” required by the Food Security Act to be reflected in an amendment (UCC-3F) to an EFS and master list entry, is whatever change that would render the master list entry no longer informative as to what is subject to the security interest in question. This will vary from case to case. The basis for this is the purpose for which the information is supplied, that is, to make information available, to a buyer, commission merchant, or selling agent who proposes to enter into a transaction in a product, whether it is subject to a security interest. The requirement to amend arises when the information already made available no longer serves the purpose and other information is needed in order to do so. b. The amendment must be submitted in writing (UCC-3F) within three months of such material change signed by both the person who subjects the farm product to the security interest and the secured party, and filed with the Secretary of State. c. A continuation of an EFS is subject to the same requirement as an amendment. An effective financing statement remains effective for a period of five (5) years from the date of filing, subject to extensions for additional periods of five (5) years each by refilling or filing a continuation statement within six (6) months before the expiration of the initial five (5) year period. d. An EFS lapses on either the expiration or the filing of a notice signed by the secured party that the statement had lapsed, whichever occurs first. e. An EFS may be terminated at any time during the effective period by the secured party submitting a termination statement UCC-3F).

4. Effect of EFS Outside State in Which Filed

a. A question arises whether, if an EFS is filed in one State, a notice of it should be filed in another State. Where the farm products covered by an EFS are located in a state other than the state where the debtor is “located” as defined under the UCC, filers may need to file in both states to ensure that the creditor is adequately protected under both the UCC and Food

Security Act. It is may be advisable to seek legal advice in such situations. b. The Food Security Act provides only for filing an EFS, covering a given product, in the system for the state in which it is produced. Upon such filing in the system, buyers, commission merchants and selling agents not registered with the system are subject to the security interest in that product whether or not they know about it, even if they are outside that state. Persons registered with the system are subject if they received written notice of an EFS even if they are outside that state. All of these provisions apply only where an EFS is filed in the system for the state in which the product is produced. They do not apply to a filing in another system.

D. Obligations Subject to Central Filing

1. The Food Security Act does not provide for the transaction in which one person subjects a product to a security interest for another’s debt. However, the terms “person indebted” and “debtor” in the Food Security Act refer to the person who owns a product and subjects it to a security interest, whether or not that person owes a debt to the secured party. The basis for this is the purpose for which the information is supplied. Any buyer of a Farm Product, commission merchant, or selling agent querying the master list or system operator about a prospective seller of a Farm Product is interested in whether that seller has subjected that product to a security interest, not in whether the debt is owed by that seller or by another. 2. A debt need not exist at the time of filing of an EFS.

E. Registration

1. Buyer, commission merchants and selling agents may register with the Secretary of State, for an annual period by submitting a registration form accompanied with the registration fee for each farm product for which an interest is registered. The registration form shall be provided by the Mississippi Secretary of State, Division of Business Services and indicate

2. a. The name and address of the buyer, commission merchant, or selling agent. Any address changes of the buyer, commission merchant or selling agent shall be reported immediately to the system operator. b. Farm Product or Products in which registrant is interested. c. If registrant is interested only in such product or products in a certain county or certain counties, in the State of Mississippi.

3. A registrant, if not registered for any specified county or counties, shall be deemed to have registered for all counties shown on the master list.

4. The list will only be provided online and will be accessed by subscribers using a password as determined by the Secretary of State. 5. The list will be electronically updated daily. 6. The Food Security Act does not require a person to register. Not registering with the system operator has the effect, of making such persons, whether they are inside or outside other state covered by that system, subject to security interests shown on that system’s master list whether or not such persons know about them, so that such persons for their own protection will need to query the system operator about any seller engaged in farming operations, of a farm product produced in the state covered by that system, with whom they deal.

F. Master List

1. The Secretary of State shall compile all EFS into a master list:

a. Organized according to farm products; b. Arranged within each such product; 1. In alphabetical order; 2. According to the last name of the individual debtors, or in the case of debtors doing business other than as individuals, the first word in the name of such debtors not an article; 3. In numerical order according to the social security number of the individual debtors or, in the case of debtors doing business other than an individuals, the Internal Revenue Service taxpayer identification number of such debtors; 4. Geographically by county of debtor location and county where crop is produced; 5. And by crop year. c. The list will contain: 1. The name and address of the secured party 2. The name and address of the person subjecting the product to a security interest 3. The social security number of the debtor or, in the case of a debtor doing business other than as an individual, the Internal Revenue Service taxpayer identification number of such debtor. d. A description of the Farm Products subject to the security interest created by the debtor, including the amount of such products where applicable, and a reasonable description of the property, including county or parish in which the property is produced.

2. Portions of the Master List

a. The portion of the master list available to registrants will be organized in such a manner that information regarding the debtor and collateral in question can be readily obtained.

b. The portions of the master list will contain a heading for each Farm Product and contain for each such product a sub-heading for each debtor with effective financing statements on file with the system. c. Each Farm Product list will contain the name, address, and social security number, or, if other than a natural person, IRS taxpayer identification number, of each debtor (or other person subjecting such a product to a security interest). d. For each such person, the list will contain further details of the Farm Product subject to the security interest if supplied on the EFS. e. One of the sections will have these names in alphabetical order by the word appearing first in the name. The other section will have them in numerical order by social security number, or, if other than a natural person, IRS taxpayer identification number. f. For each such person each section will show the secured party name and address. g. The list portions will only be available to online subscribers.

G. Farm Product List And Codes

1. The Farm Products, according to which the master list must be organized as required by the Food Security Act and which must be identified on an EFS are found in the “Mississippi Farm Product Collateral Codes” found in “Appendix “A” and available within the online filing system. 2. The Farm Products, according to which the master list must be organized and which must be identified on an EFS, must be specific commodities, species of livestock, and specific products of crops or livestock. Miscellaneous categories are not permissible.

H. Crop Year

1. The crop year, according to which the master list must be arranged “within each Farm Product is: a. For a crop grown in soil, the calendar year in which it is harvested or to be harvested; b. For animals, the calendar year in which they are born or acquired; c. For fish, poultry, or eggs, the calendar year in which they are sold or to be sold.

2. An EFS or notice thereof which does not show crop year must be regarded as applicable to the crop or product in question for every year for which the EFS is effective.

I. Amount and Reasonable Description

1. The amount of Farm Products and reasonable description of the property, including county, on an EFS and on the master list, need not be shown on every EFS and master copy. 2. Any EFS and master list entry will identify a product. If no amount is indicated, this means that all of such product. If no amount is indicated, this means that all such product owned by the person, in question is subject to the security of interest in question. 3. Any EFS and master list entry will identify each county in Mississippi where the product is produced. If no further identification of the location of the product in each such county owned by that person is subject to the security interest. 4. The need to supply additional information arises only where some of that product owned by that person is subject to the security interest and some is not. 5. The additional information about amount and property must be sufficient to enable a reader of the information to identify what product owned by that person is subject, as distinguished from what of the same product owned by the same person is not subject. The precision needed, in the description of the amount and location, will vary from case to case.

J. Distribution of Portions of Master List

1. Electronic Access License – Master Farm Product List

a. The Mississippi Secretary of State, Division of Business Services will make available electronic access via the Internet in the form of an exclusive use license to interested parties who register for this service.

K. Fees

1. The Secretary of State is authorized to set reasonable fees to defray the costs of the Central Filing System pursuant to Mississippi Code § 75-9-320 (g). The fees listed are subject to a six month experience period and may be increased or decreased upon proper notice and compliance with the Administrative Procedure Act. Fees are as indicated in Rule 6.2 supra. Additional fees specific to the Central Filing System are listed below in the “Mississippi Central Filing System Table of Fees.

2. Failure to pay fees as agreed shall result in suspension from receipt of further service until all delinquent amounts are paid in full. During a period of suspension a registrant shall be deemed to be unregistered for that period.

CROP NAME CROP NAME WITH CODE ALFALFA 198 - ALFALFA APPLES 101 - APPLES APRICOTS 102 - APRICOTS ARTICHOKES 103 - ARTICHOKES ASPARAGUS 104 - ASPARAGUS AVOCADOS 105 - AVOCADOS BANANAS 106 - BANANAS BARLEY 107 - BARLEY BEANS, BUTTER 108 - BEANS, BUTTER BEANS, DRY 109 - BEANS, DRY BEANS, LIMA 110 - BEANS, LIMA BEANS, SNAP 111 - BEANS, SNAP BEANS, WAXED 112 - BEANS, WAXED BEETS 113 - BEETS BERRIES, BLACK 114 - BERRIES, BLACK BERRIES, BLUE 115 - BERRIES, BLUE BERRIES, STRAW 116 - BERRIES, STRAW BROCCOLI 117 - BROCCOLI BRUSSEL SPROUTS 118 - BRUSSEL SPROUTS CABBAGE 119 - CABBAGE CARROTS 120 - CARROTS CATFISH / FISH 202 - CATFISH / FISH CATTLE & CALVES 201 - CATTLE & CALVES CAULIFLOWER 121 - CAULIFLOWER CELERY 122 - CELERY CHEESE 301 - CHEESE CHERRIES 123 - CHERRIES CHICKENS 203 - CHICKENS COFFEE 124 - COFFEE COLLARDS 125 - COLLARDS CORN 126 - CORN CORN, SILAGE 197 - CORN, SILAGE CORN, SWEET 127 - CORN, SWEET COTTON 128 - COTTON COTTONSEED 311 - COTTONSEED CUCUMBERS 129 - CUCUMBERS DATES 130 - DATES DUCKS 204 - DUCKS EARTHWORMS 215 - EARTHWORMS

EGGPLANT 131 - EGGPLANT EGGS 302 - EGGS EGGS, HATCHING 205 - EGGS, HATCHING EMU 221 - EMU ESCAROLE 132 - ESCAROLE FIGS 133 - FIGS FLAXSEED 134 - FLAXSEED FLOWERS 303 - FLOWERS GARLIC 135 - GARLIC GEESE 206 - GEESE GOATS 207 - GOATS GRAPEFRUIT 137 - GRAPEFRUIT GRAPES & RAISINS 136 - GRAPES & RAISINS GRASS 304 - GRASS GUINEAS 208 - GUINEAS HARES & RABBITS 218 - HARES & RABBITS HAY 138 - HAY HOGS & PIGS 209 - HOGS & PIGS HONEY 305 - HONEY HONEYBEES 217 - HONEYBEES HOPS 139 - HOPS HORSES 210 - HORSES IRISH POTATOES 140 - IRISH POTATOES KENAF FIBER 313 - KENAF FIBER KIWI 141 - KIWI LAMBS & SHEEP 211 - LAMBS & SHEEP LEGUMES 142 - LEGUMES LEMONS 143 - LEMONS LETTUCE 144 - LETTUCE LIMES 145 - LIMES MAPLE SYRUP 146 - MAPLE SYRUP MELONS, CANTALOPE 147 - MELONS, CANTALOPE MELONS, HONEY DEW 148 - MELONS, HONEY DEW MELONS, WATER 149 - MELONS, WATER MILK 306 - MILK MILO 150 - MILO MINT 151 - MINT MOHAIR 307 - MOHAIR MULES 212 - MULES MUSCADINES 194 - MUSCADINES

MUSHROOMS 152 - MUSHROOMS MUSTARD GREENS 153 - MUSTARD GREENS NECTARINES 154 - NECTARINES NUTMEG 155 - NUTMEG OATS 156 - OATS OKRA 199 - OKRA OLIVES 157 - OLIVES ONIONS 158 - ONIONS ORANGES 159 - ORANGES OSTRICHES 222 - OSTRICHES OTHER 999 - OTHER PAPAYAS 160 - PAPAYAS PEACHES 161 - PEACHES PEANUTS 162 - PEANUTS PEARS 163 - PEARS PEAS, DRY 164 - PEAS, DRY PEAS, FIELD 165 - PEAS, FIELD PEAS, GREEN 166 - PEAS, GREEN PECANS 167 - PECANS PELTS & PRODUCTS 312 - PELTS & PRODUCTS PEPPERS 168 - PEPPERS PERSIMMONS 169 - PERSIMMONS PINEAPPLE 170 - PINEAPPLE PLUMS & PRUNES 171 - PLUMS & PRUNES POMEGRANATES 172 - POMEGRANATES POPCORN 173 - POPCORN PUMPKINS 195 - PUMPKINS PURPLE HULL PEAS 099 - PURPLE HULL PEAS QUAIL 213 - QUAIL RAPESEED 174 - RAPESEED RHEA 223 - RHEA RICE 175 - RICE RYE 176 - RYE SESAME SEEDS 097 - SESAME SEEDS SHELLFISH 216 - SHELLFISH SHRUBBERY 308 - SHRUBBERY SORGHUM GRAIN 177 - SORGHUM GRAIN SOYBEANS 178 - SOYBEANS SPINACH 179 - SPINACH SQUASH 196 - SQUASH

SUGAR BEETS 180 - SUGAR BEETS SUGARCANE 181 - SUGARCANE SUNFLOWER SEEDS 182 - SUNFLOWER SEEDS SWEET POTATOES 183 - SWEET POTATOES TANGELOS 184 - TANGELOS TANGERINES 185 - TANGERINES TARA 186 - TARA TEA 187 - TEA TOBACCO 188 - TOBACCO TOMATOES 189 - TOMATOES TREES 190 - TREES TURKEYS 214 - TURKEYS TURNIP GREENS 098 - TURNIP GREENS TURNIPS 191 - TURNIPS TURTLES 220 - TURTLES WALNUTS 192 - WALNUTS WHEAT 193 - WHEAT WOOL 309 - WOOL

MISSISSIPPI CENTRAL FILING SYSTEM TABLE OF ADDITIONAL FEES

Farm Product Electronic Data Access License $250.00 per year

*Other services not listed above, which constitute the same or similar service as those in a non-farm product UCC Article 9 filing, will have fees as set forth in Rule 6.2 for those services.

Part 5 Business Services - Notaries

1 Miss. Admin. Code Pt. 5 Business Services - Notaries

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Part 5: Business Services – Notaries Public Part 5 Chapter 1: GENERAL PROVISIONS.

Rule 1.1. Scope. This chapter implements the Revised Mississippi Law on Notarial Acts. This chapter governs the qualification, commissioning, notarial acts, conduct, and discipline of notaries public in this State. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 1.2. Definitions. Words and terms used in this chapter have the same meaning as in the Revised Mississippi Law on Notarial Acts. In addition, the following words and terms, when used in this chapter, have the following meanings, unless the context clearly indicates otherwise:

1. “Act” means the Revised Mississippi Law on Notarial Acts.
2. “Address” means a property location identification including a number,

directional prefix, road name (unit number, if applicable), city, state, and zip

code.

C. “Applicant” means an individual who seeks appointment or reappointment

to the office of notary public.

D. “Appoint” or “Appointment” means the naming of an individual to the

office of notary public after determination that the individual has complied

with Section 21(1) and (2) of the act (relating to appointment and

commission as notary public; qualifications; no immunity or benefit) and

subchapter 2.00 (relating to qualifications for appointment and

commission).

E. “Document” means information that is inscribed on a tangible medium or

that is stored in an electronic or other medium and is retrievable in

perceivable form.

F. “Dynamic knowledge-based authentication assessment” means a form of

identity-proofing consisting of an identity assessment that is based on a set

of questions formulated from public or private data sources for which the

individual has not provided a prior answer.

G. “Electronic document” means information that is created, generated, sent,

communicated, received, or stored by electronic means.

H. “Electronic notarial act” means an official act by a notary public on or

involving an electronic document and using electronic means authorized by

the Secretary of State or the laws of the jurisdiction of appointment.

I. “Electronic notarial certificate” means the portion of a notarized

electronic document that is completed by the notary public; bears the notary

public's electronic signature and/or official electronic seal, official title,

commission number, commission expiration date, any required information

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concerning the date and place of the electronic notarization; and states the facts attested to or certified by the notary public in a particular electronic notarization. J. “Electronic notarization system” means a set of applications, programs, hardware, software, or technologies designed to enable a notary public to perform electronic notarizations that renders every electronic notarial act tamper-evident through the use of a security procedure and that meets the requirements of the act and these rules. K. “Electronic notary seal” and “official electronic seal” mean information within a notarized electronic document that includes the notary public’s name, jurisdiction of appointment, commission number, and commission expiration date, and generally corresponds to data in notary public seals used on paper documents. L. “Electronic signature” means an electronic sound, symbol, or process attached to or logically associated with an electronic document and executed or adopted by a person with the intent to sign the electronic document. M. “Notary public” means an individual commissioned or appointed to perform a notarial act by the Secretary of State of this State. N. “Public key certificate” means an electronic credential which is used to identify an individual who signed an electronic document with the certificate. O. “Secretary of State” means the Secretary of State of Mississippi. P. “Real time” means the actual span of uninterrupted, simultaneous communication during which all parts of an electronic notarial act occur. Q. “Reappoint” or “reappointment” means the naming of an individual who previously held a commission as a notary public to the office of notary public after determination that the individual has complied with Section 21(1) and (2) of the act (relating to qualifications) and Chapter 2 of these Rules (relating to qualifications). The term includes ''renewal of appointment.'' R. “Spouse” means an individual who is married to a notary public. S. “Tamper-evident” means that any changes to an electronic document shall display evidence of the change. T. “Tangible” means perceptible by touch when used in conjunction with ''document,'' ''medium'' or ''symbol.''

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 2: QUALIFICATIONS FOR APPOINTMENT AND COMMISSION. Rule 2.1. Eligibility—applicants holding state and federal office. Individuals who are employed by the legislative, executive, or judiciary branch of the United States government but who are neither elected nor appointed to office are eligible for appointment and commission as a notary public.

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Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 2.2. Eligibility—deemed resignation.

If a notary public does not reside in this State, that notary public will be deemed to have resigned from the office of notary public as of the date the residency ceases or employment within this State terminates. A notary public who resigns that notary public's commission in accordance with this section must notify the Secretary of State in writing or electronically within thirty (30) calendar days of the effective date of the resignation.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 2.3. Application for appointment.

A. Applications for appointment must be typed or legibly written on forms provided by the Secretary of State. B. Applications for appointment must include:

1. the applicant’s legal name and their commission name;
2. the applicant’s date of birth;
3. the applicant’s physical residence address, a valid email address, and telephone number;
4. the applicant’s business address and telephone number, the business mailing address, if different, and the name of the applicant’s employer, if any;
5. a declaration that the applicant is a citizen of the United States or of the applicant’s status as a permanent legal resident of the United States (green card);
6. a declaration that the applicant can read and write English;
7. a declaration that the applicant has never had a denial, revocation, suspension, restriction, or resignation of a notarial commission in this State or any other state or nation;
8. a declaration that the applicant has not been convicted of a felony in this State or other state-nation and is not presently incarcerated or on parole;
9. evidence of a surety bond or its functional equivalent in the amount of Five Thousand Dollars ($5,000.00), signed by the notary public, that conforms to Section 41(4) of the Act (relating to qualifications);
10. payment of the prescribed fee; and
11. a signed and notarized oath of office. C. The applicant's signature on the application must match the applicant's name as provided on the application. The applicant must use a legible handwritten signature which can be attributed to the applicant by anyone examining or authenticating the signature. If an applicant's preferred signature is not legible, so that the name on the application cannot be discerned from the signature alone, the applicant must also legibly print his name immediately adjacent to his preferred signature. For the purposes of this subsection, a signature is legible if the letters are distinct and easily readable and the notary public's full name may be determined by looking at the

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signature. D. An applicant's commission name must contain their surname, and at least the initials of the applicant's first and middle name. E. Where an application is submitted without a bond, the Secretary of State may provide the applicant a pre-commission document indicating the starting and ending dates for use in purchasing a bond.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 2.4. Bond.

A. A notary commission shall not become effective until an oath of office and a Five Thousand Dollar ($5,000.00) bond have been filed with the Secretary of State. The bond shall be issued and executed by a surety licensed by the Mississippi Department of Insurance, for a term of four (4) years commencing on the commission’s effective date and terminating on its expiration date, with payment of bond funds to any person conditioned upon the notary’s misconduct, misfeasance or malfeasance.

1. The bond must be on SOS Form NP 002, Official Notary Public Bond, or a bond substantially in the form prescribed for public official bonds in Section 25-1-15 of the Mississippi Code of 1972.
2. The bond must be submitted to the Secretary of State within sixty (60) days of the application date. Failure to timely submit the bond will result in the rejection of the notary application.
3. If a notary bond has been exhausted by claims paid out by the surety, the Secretary of State may suspend the notary’s commission until:
   1. a new bond is obtained by the notary; and
   2. the notary’s fitness to serve the remainder of the commission
   term is determined by the Secretary of State. B. Before taking the oath of office or registering an official signature, an applicant shall present satisfactory evidence of the applicant’s identity as set forth in Section 11 of the act (relating to identification of individual). C. Before issuance of a commission as a notary public, the applicant for a commission must:
4. execute the oath of office as set forth in Section 41(3) of the act (relating to qualifications) to the Secretary of State; and
5. submit a bond as set forth in Section 41(4) of the act (relating to qualifications) to the Secretary of State. D. Upon determination that an applicant has complied with all requirements of the act and this chapter, the Secretary of State will appoint or reappoint the applicant to the office of notary public and issue a commission certificate.

Source: Section 25-34-1 et seq. Mississippi Code of 1972 as amended.

Rule 2.5. Appointment and issuance of commission.

A. Every applicant must take the oath of office prescribed by Section 268 of the Mississippi Constitution in the presence of a notary public of the State of Mississippi.

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The oath shall be submitted on forms provided by the Secretary of State. B. Before taking the oath of office or registering an official signature, an applicant shall present satisfactory evidence of the applicant’s identity as set forth in Section 11 of the act (relating to identification of individual). C. Before issuance of a commission as a notary public, the applicant for a commission must:

1. execute the oath of office as set forth in Section 41(3) of the act (relating to qualifications) to the Secretary of State; and
2. submit a bond as set forth in Section 41(4) of the act (relating to qualifications) to the Secretary of State. D. Upon determination that an applicant has complied with all requirements of the act and this chapter, the Secretary of State will appoint or reappoint the applicant to the office of notary public and issue a commission certificate.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 2.6. Reappointment.

A. A current notary public may submit an application for reappointment ninety (90) days prior to the expiration of an existing commission. The date of the new commission shall be the date immediately after the expiration date of the current commission. B. Applications for reappointment to the office of notary public must be filed at least sixty (60) calendar days prior to the expiration of the commission under which the notary public is acting.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 2.7. Term of commission.

A. The term of a notary public commission shall expire on the expiration date of the notary public's surety bond, no more than four (4) years after the commission date. B. A notary public shall reapply with the Secretary of State for each commission term before performing notarial acts.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 3: OFFICIAL STAMP AND STAMPING DEVICE.

Rule 3.1. Official stamp.

A. The official stamp of a notary public must show all the following clearly in the following order:

1. The words “State of Mississippi”;
2. The notary public’s name as it appears on the commission;

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3. The words “Notary Public”;
4. The name of the county in which the notary public maintains an office;
5. The notary public's current commission expiration date;
6. The notary public’s commission identification number assigned by the Secretary of State. B. The following is an example of an official stamp:

State of Mississippi John Q. Doe, Notary Public Hinds County My commission expires July 1, 2024 Commission number 1234567

C. Words or terms on the official stamp may not be abbreviated, except for name suffixes as specified in Rule 5.01(d) (relating to name of notary public). D. The official stamp must be stamped or affixed to the notarial certificate near the notary public's signature or attached to or logically associated with an electronic document containing the notary public's signature. E. A notary public may not place an imprint of the notary public's official stamp over any signature in a document to be notarized or over any writing in a notarial certificate. F. A notary public may not alter or deface the official stamp except as set forth in the Act with respect to resignation, revocation, expiration, death, or adjudication of incompetence. G. A notary public may not use the notary public's official stamp for any purpose other than to perform a notarial act. H. A notary public may not permit any other person to use the notary public's official stamp for any purpose. I. A notary public may not use any other notary public's official stamp instead of the notary public's own official stamp to perform a notarial act. J. The official stamp must not contain the Mississippi state seal. K. A notary public who holds a commission on July 1, 2021, may continue to use the notary public’s official stamp until the expiration of that commission, which may occur after July 1, 2021.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 3.2. Stamping device.

A. A notary public may procure a stamping device only after receiving the notary public's commission from the Secretary of State and must provide a copy of the certificate evidencing commission to their chosen vendor as part of procuring the stamping device. B. A stamping device, as used in Section 3 and Section 33 of the act (relating to definitions; and stamping device), does not include a non-inking embosser or crimper. C. A stamping device must be capable of affixing or logically associating the official stamp so that the document to which the official stamp is affixed or associated may

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be copied, filmed, scanned, or otherwise legibly reproduced. D. The stamping device is the exclusive property of the notary public and shall not be surrendered to an employer upon termination of employment, regardless of whether the employer paid for the stamping device, or for the notary public's bond or appointment fees. E. The notary public shall maintain custody and control of the stamping device at all times during the duration of the notary public's commission. When not in use, the stamping device must be kept in a secure location and accessible only to the notary public. A secure location includes in the notary public's sole possession or in a locked location to which only the notary public has access. F. An individual whose notary public commission has been suspended or revoked shall deliver the stamping device to the Secretary of State within ten (10) calendar days after notice of the suspension or revocation from the Secretary of State.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 3.3. Replacement of lost or stolen stamping device.

A. Notification of loss or theft of stamping device under Section 35(2) of the act (relating to lost stamping device) shall be made in writing or electronically to the Secretary of State within ten (10) calendar days after the date the notary public or personal representative or guardian discovers that the stamping device was lost or stolen. The notification must include all of the following:

1. A statement of whether the stamping device is lost or stolen;
2. An explanation of how the stamping device became lost or stolen;
3. The date the notary public discovered that the stamping device was lost or stolen;
4. A statement that the notary public does not possess the stamping device and does not know who possesses it or where it is located; and
5. A statement that if the notary public subsequently reacquires possession of the stamping device, the notary public shall file a written statement with the Secretary of State within ten (10) calendar days after the date the notary public reacquires possession of the lost or stolen stamping device. B. The notary public may not obtain a replacement stamping device until they have properly notified the Secretary of State that the original was lost or stolen. C. A replacement stamping device must contain some variance from the original stamping device. D. If a notary public subsequently reacquires possession of a lost or stolen stamping device, the notary public shall file with the Secretary of State a written statement of explanation of how the stamping device was recovered within ten (10) calendar days after the date the notary public reacquires possession of the stamping device.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 4: JOURNAL.

Rule 4.1. Identification of notary public in journal.

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A. A notary public must record each notarial act in a journal at the time of notarization in compliance with Section 37 of the Act (relating to journal and audio-video recordings) and these Rules. B. Each journal of a notary public, whether maintained on a tangible medium or in an electronic format, must contain all of the following information in any order:

1. The name of the notary public as it appears on the commission;
2. The notary public's commission number;
3. The notary public's commission expiration date;
4. The notary public's office address of record with the Secretary of State;
5. A statement that, in the event of the death of the notary public, the journal shall be delivered or mailed to the circuit clerk of the county of residence of the notary public;
6. The meaning of any not commonly abbreviated word or symbol used in recording a notarial act in the notarial journal; and
7. The signature of the notary public. C. If a notary public's name, commission expiration date, or address changes before the notary public ceases to use the notarial journal, the notary public shall add the new information after the old information and the date which the information changed.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.2. Journal entries.

1. Separate entries. Each notarial act must be indicated as a separate entry in the journal.
2. Optional entries. In addition to the entries required under Section 37(3) of the act

(relating to journal), a journal may contain the signature of the individual for whom

the notarial act is performed and any additional information about a specific

transaction that might assist the notary public to recall the transaction.

C. Prohibited entries. A journal may not contain any personal financial or identification

information about the notary public's clients, such as complete Social Security

numbers, complete drivers' license numbers or complete account numbers. Terminal numbers

for these types of numbers, including the last four digits of a Social Security number, may be

used to clarify which individual or account was involved.

D. Fees. Each notarial fee charged should correspond to the notarial act performed. If a

fee is waived or not charged, the notary public shall indicate this fact in the journal

entry using notations such as ''n/c,'' ''0'' (zero) or ''—'' (dash). Clerical and

administrative fees, if charged, shall be separately itemized in the journal.

E. Address. For purpose of journal entries, address means the city and state only.

F. Personal financial or identification information. For the purpose of subsection (c) of

this Rule, ''personal financial or identification information'' means:

1. An individual's first name or first initial and last name in combination with and linked to any one or more of the following data elements when the data elements are not encrypted or redacted:
   1. Social Security number.
   2. Driver's license number or a State identification card number issued
   instead of a driver's license. c. Financial account number, credit or debit card number, in combination

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with any required security code, access code, or password that would permit access to an individual's financial account. 2. The term does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. G. Transitional provision. A notary public who holds a commission on July 1, 2021, may continue to use the notary public's journal until the expiration of that commission, which may occur after July 1, 2021.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.3. Form and content of journal maintained on a tangible medium.

A. A journal maintained on paper or on any other tangible medium may be in any form that meets the physical requirements in this chapter and the entry requirements in Section 37(3) of the act (relating to journal). B. The cover and pages inside the cover must be bound together by any binding method that is designed to prevent the insertion, removal, or substitution of the cover or a page. This includes glue, staples, grommets, or another binding, but does not include the use of tape, paper clips, or binder clips. C. Each page must be consecutively numbered from the beginning to the end of the journal. If a journal provides two pages on which to record the required information about the same notarial act, both pages may be numbered with the same number or each page may be numbered with a different number. A page number must be preprinted. D. Each line, or entry if the journal is designed with numbered entry blocks, must be consecutively numbered from the beginning to the end of the page. If a line extends across two pages, the line must be numbered with the same number on both pages. A line or entry number must be preprinted.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.4. Form and content of an electronic notarial journal.

A. A journal maintained in electronic format may be in any form that meets the requirements in this section and the entry requirements in Section 37(3) of the act (relating to journal). B. A journal maintained in electronic format must be designed to prevent the insertion, removal, or substitution of an entry. C. A journal maintained in electronic format must be securely stored and recoverable in the event of a hardware or software malfunction. D. Entries from the notarial journal must be available upon request by the Secretary of State in a PDF format. E. If a signature of a signer is in an electronic notarial journal, the signature must be:

1. Attached to or logically associated with the electronic journal and
2. Linked to the data in a manner so that any subsequent alterations to the electronic notarial journal entry are detectable and may invalidate the

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electronic notarial journal entry. F. A journal maintained in electronic format which is delivered to the circuit clerk of the county of residence of the notary public in compliance with Section 37(5) of the act (relating to journal and audio-visual recordings) must be delivered in a format prescribed by the receiving circuit clerk.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.5. Custody and control of journal; notification of lost or stolen journal.

A. The notary public shall maintain custody and control of the journal at all times during the duration of the notary public's commission. When not in use, the journal must be kept in a secure location and accessible only to the notary public. A secure location includes in the notary public's sole possession or in a locked location to which only the notary public has access. B. Notification of loss or theft of journal under Section 37(4) of the act (relating to journal and audio-video recordings) must be made in writing or electronically within ten (10) calendar days after the date the notary public or personal representative or guardian discovers the loss or theft of a journal. For the purpose of this section, the term ''loss'' includes journals that are misplaced, destroyed, or otherwise made unavailable. The notification must include all of the following:

1. A statement of whether the journal is lost or stolen;
2. An explanation of how the journal became lost or stolen;
3. The date the notary public discovered that the journal was lost or stolen;
4. A statement that the notary public does not possess the journal and does not know who possesses it or where it is located; and
5. A statement that, if the notary public subsequently reacquires possession of the journal, the notary public shall file a written statement with the Secretary of State within ten (10) calendar days after the date the notary public reacquires possession of the lost or stolen journal. C. If a notary public subsequently reacquires possession of a lost or stolen journal, the notary public shall file with the Secretary of State a written statement of explanation of how the journal was recovered within ten (10) calendar days after the date the notary public reacquires possession of the journal.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.6. Inspection; response to subpoenas and investigative requests.

A. Inspection. In the notary’s presence, any person may inspect an entry in the official journal of notarial acts during regular business hours, but only if:

1. the person’s identity is personally known to the notary or proven through satisfactory evidence;
2. the person affixes a signature in the journal in a separate, dated entry;
3. the person specifies the month, year, type of document, and name of the principal for the notarial act or acts sought; and
4. the person is shown only the entry or entries specified. B. If the notary has a reasonable and explainable belief that a person bears a criminal or

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harmful intent in requesting information from the notary’s journal, the notary may deny access to any entry or entries. C. Subpoenas and investigative requests. A request for inspection or certified copies of a journal made through an investigative request by law enforcement or by the Secretary of State or in a subpoena in the course of criminal or civil litigation, or administrative proceeding shall be complied with in the manner specified in the request or subpoena.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 4.7. Disposition of journal.

A. Ten (10) years after the performance of the last notarial act chronicled in a tangible journal, the journal must be destroyed by shredding or other destruction that leaves any entry in the journal illegible. B. Ten (10) years after the performance of the last notarial act chronicled in an electronic journal, the journal must be destroyed by deleting any remaining records pertaining to the electronic journal and deleting any remaining tamper-evident technology in the notary's possession. C. The personal representative or guardian of a notary public shall follow Section 37(6) of the Act related to the disposition of the notary public's journals upon the death or adjudication of incompetency of the notary public. D. Nothing in this section shall require a notary public to dispose of their notarial journal or journals if doing so would be in conflict with the law of another jurisdiction that requires a notary to keep the journal for a longer period of time. E. The notary public or the notary public's personal representative shall provide access instructions to the Secretary of State for any electronic journal maintained or stored by the notary public, upon commission resignation, revocation, or expiration without renewal, or upon the death or adjudicated incompetence of the notary.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 5: STANDARDS OF PRACTICE.

Rule 5.1. Name of notary public.

A. Whenever the act and this chapter refer to the name of a notary public, the reference is to the legal name of the notary public as it appears on the notary public's current commission and oath of office. B. For the purposes of this chapter, the legal name on the notary public commission and oath of office must be proven by satisfactory evidence in accordance with Section 13 of the act (relating to identification of individual). Unless proven otherwise, the name of a notary public consists of any one of the following:

1. A first personal name (first name), additional name or initial (middle name or initial), and surname (family or last name).
2. A first name and last name, omitting the middle name or middle initial.
3. A first initial, middle name and last name. C. Neither initials alone nor nicknames will be accepted on the application or as part of

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the signature required on a notarial act. D. The name of a notary public may include suffixes such as Junior, Senior, II, III, IV or any abbreviations thereof. The name of a notary public may not include prefixes, suffixes, or titles such as ''Doctor,'' ''Reverend,'' ''Esquire,'' or any abbreviations thereof.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.2. Notification of change in information. A. A notary public shall notify the Secretary of State within thirty (30) calendar days of any change in the information on file with the Secretary of State, including the notary public's:

1. Legal name.
2. Office address.
3. Home address.
4. Name of electronic notarization vendor.
5. Voluntary resignation. B. The notice may be made in writing or electronically and must state the effective date of the change. C. Notice of a change in legal name on file with the Secretary of State must be on a form prescribed by the Secretary of State and accompanied by evidence of the name change (such as a marriage certificate, court order or divorce decree). A notice of a change in legal name must be accompanied by a bond rider from the bonding company amending the notary bond, and the prescribed fee for a name change which provides a duplicate notary certificate showing the new name.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.3. Change of name.

A. When the legal name of a notary public is changed, the notary public may continue to perform official acts in the name in which he was commissioned until the expiration of the term. B. The Secretary of State will mark the public records relating to the notary public name change. Application for reappointment of the notary public shall be made in the new name.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.4. Authority of notary public to perform notarial act.

A. A notary public may perform the notarial acts authorized by the act in any county in this State. B. Notaries public may not perform the notarial acts authorized by the act outside the geographical borders of this State or in other states or jurisdictions unless authorized by the other state or jurisdiction to perform the acts.

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Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.5. Conflict of interest.

Section 7(2) of the act (relating to authority to perform notarial act), includes receiving an interest in the transaction or document that results in actual or potential gain or advantage, financial or otherwise, other than receiving a regular salary, hourly wage, or notarial fees. Regular salary or wage includes bonuses, provided the bonus is not related to or contingent upon the completion of a notarial act.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.6. Duty of candor.

A notary public or an applicant for appointment and commission as a notary public has a duty of candor to the Secretary of State in all matters relating to the appointment and commission of the notary public and the performance of notarial acts, including an application for appointment or reappointment, and any request for information made by the Secretary of State.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.7. Identification of individual—personal knowledge. When a notary public has personal knowledge of the identity of an individual, satisfactory evidence is not required.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.8. Identification of individual—satisfactory evidence.

A. For the purposes of Section 13(2)(a) of the act (relating to identification of individual), a notary public may rely upon any of the following:

1. A driver's license or nondriver identification card issued by a state of the United States, which is current or a driver’s license that has not been expired for more than five (5) years.
2. A passport or passport card issued by the United States Secretary of State of State, which is current and unexpired.
3. A voter ID card issued by the State of Mississippi.
4. A nondriver identification card issued by a federally recognized Indian tribe or nation, which is current and unexpired.
5. A passport issued by a foreign government, which is current and unexpired, provided it uses letters, characters and a language that are read, written, and understood by the notary public.
6. A driver's license or nondriver identification card issued by a state of the United States, which is current and unexpired.
7. A driver's license or nondriver identification card issued by a state or territory of Canada or Mexico, which is current and unexpired, provided it uses letters, characters and a language that are read, written, and understood by the notary

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public. B. For the purposes of Section 13(2)(b) of the Act (relating to identification of individual), other forms of government identification may include any of the following:

1. An identification card issued by any branch of the United States armed forces.
2. An inmate identification card issued by the agency which has supervisory custody of the inmate.
3. An identification card issued by the United States Secretary of State of Homeland Security.
4. An identification card issued by a federally recognized Indian tribe or nation.
5. A state or state-related university identification card. C. For the purposes of Section 13(2)(b) of the Act (relating to identification of individual), other forms of government identification must be current, contain the signature or photograph of the individual to be identified, and must be satisfactory to the notary public. When there is a date of issuance on the other form of government identification specified in subsection (b)(3) of this Rule, it must be a date prior to the notarial act.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.9. Language and use of interpreter.

A. A notary public shall be able to communicate directly with the individual for whom a notarial act is being performed in a language they both understand or indirectly through an interpreter who is physically present with the signer and notary public at the time of the notarization and communicates directly with the individual and the notary public in a language the interpreter understands. B. The certificate of notarial act must be worded and completed using the English language. The certificate may be simultaneously worded and completed in another language that is read, written, and understood by the notary public and must be immediately adjacent to the English-language certificate, but the English-language certificate will prevail in the event of any conflict between the translations. C. A notary public may perform a notarial act on a document that is a translation of a document that is in a language that the notary public does not understand only if the person performing the translation signs a verification on oath or affirmation stating that the translation is accurate and complete. The notarized translation and verification must be attached to the document and must comply with the act and this chapter regarding certificate of notarial act.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended. Rule 5.10. Refusal to perform notarial acts. A notary public may not refuse to provide notarial services on the basis of a customer's race, color, national origin, religion, sexual orientation, sex or gender (including pregnancy), gender identity or expression, disability, or marital status.

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Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.11. Notarizing documents which contain blank spaces.

A. A notary public may not perform a notarial act with respect to a document which is designed to provide information within blank spaces, when either of the following circumstances exist:

1. The missing information has not been entered into a blank space.
2. The signature of an individual signing the document is not present, unless the individual is signing in the presence of the notary public. B. For the purpose of subsection (a)(1), missing information does not include:
3. An empty space with ''N/A'' or a line drawn through it.
4. Additional signature lines designated for additional signers, if it is clear that the notarial act does not apply to the blank signature lines. C. A notary public performing a notarial act on nomination petitions or nomination papers with remaining empty lines for signatures shall mark a line through those blank spaces for signatures, or an ''X'' across the blank spaces for signatures, to prevent the later addition of signatures after the notarization.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.12. Employer-employee relationship.

Notwithstanding that an individual who holds a notary commission is responsible for exercising the duties and responsibilities of the notary commission, an employer, under an agreement with an employee who is, or seeks to become, a notary public, may pay for the application or bond and the cost of the official stamp or other supplies required in connection with the appointment, commission, or performance of the duties of the notary public. The agreement may also provide for the remission of fees collected by the notary public to the employer, for the increased compensation of the notary public for the amount of notary public fees collected, and for reimbursement of the costs of obtaining a commission should the employee or employer terminate the employment.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 5.13. Resignation.

A. A notary public who resigns his or her commission shall send to the Secretary of State a signed notice indicating the effective date of resignation on forms provided by the Secretary of State. B. Notary publics who cease to reside in this State or who become permanently unable to perform their notarial duties shall resign their commissions.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 6: NOTARIAL ACTS.

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Rule 6.1. Acknowledgments.

A. The individual making the acknowledgment shall appear personally before the notary public. B. The notary public shall have personal knowledge or satisfactory evidence of the identity of the individual making the acknowledgment. C. A document may be signed in the notary public's presence or a document may be signed prior to the acknowledgment. A document may not be signed subsequent to an acknowledgment. D. If the document is signed prior to appearance before the notary public, the individual making the acknowledgment shall acknowledge that the signature on the document is his own voluntary act. E. The notary public shall compare the signature on the document to the signature of the individual on the identification presented. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 6.2. Oaths and affirmations.

A. The individual taking the oath or affirmation shall appear personally before the notary public. B. The notary public shall have personal knowledge or satisfactory evidence of the identity of the individual taking the oath or affirmation. C. An oath or affirmation may be verbal or in writing. If in writing, the oath or affirmation shall be signed in the presence of the notary public. D. In administering an oath or affirmation, the notary public shall require the individual taking the oath or affirmation to voluntarily swear or affirm, under penalty of perjury, that the statements contained in the oath or affirmation are true, or that the individual will perform an act or duty faithfully and truthfully. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 6.3. Verifications on oath or affirmation.

A. The individual making the verification on oath or affirmation shall appear personally before the notary public. B. The notary public shall have personal knowledge or satisfactory evidence of the identity of the individual making the verification on oath or affirmation. C. A document containing a statement that is being verified on oath or affirmation shall be signed in the notary public's presence. A document containing a statement that is being verified may not be signed subsequent to the verification on oath or affirmation. D. The notary public shall compare the signature on the statement verified to the signature of the individual on the identification presented. E. In taking a verification on oath or affirmation, the notary public shall administer an oath or affirmation to the individual making the statement and require that the individual voluntarily swear or affirm, under penalty of perjury, that the statements contained in the document are true.

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Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 6.4. Witnessing or attestation of signatures.

1. The individual signing the document shall appear personally before the notary public.
2. The notary public shall have personal knowledge or satisfactory evidence of the

identity of the individual signing the document.

C. A document containing a signature that is being witnessed or attested shall be signed

in the notary public's presence. A document containing a signature that is being

witnessed or attested may not be signed subsequent to the witnessing or attestation of

the signature.

D. The notary public shall compare the signature on the document signed to the

signature of the individual on the identification presented.

E. The notarial act of witnessing or attesting a signature differs from an

acknowledgment in that the party relying on the document may know for certain that

the document was signed on the same date that the notary public affixed the official

stamp and signature to the document.

F. The act of witnessing or attesting a signature differs from a verification on oath or

affirmation in that the signer is merely signing the document, not swearing or

affirming that the contents of the document are true.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 6.5. Certifying Tangible Copy of Electronic Document.

A. If a notary public is a custodian of an electronic document, the notary public may certify a tangible copy of the electronic document as a true and correct copy of the electronic document. B. In order to certify a tangible copy of the electronic document as a true and correct of the electronic document, the notary public must:

1. confirm that the electronic document contains an electronic signature that is capable of independent verification and renders any subsequent changes or modifications to the electronic document evident;
2. personally print or supervise the printing of the electronic document onto paper; and
3. not make any changes or modifications to the document other than attaching the certification. C. To be effective, the certification must be attached to the tangible copy of the electronic document and be substantially in the form required by Miss. Code Ann. 89- 3-1 (relating to certificate of electronic document). Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 6.6. Protests of negotiable instruments.

A. A protest is a certificate of dishonor made by a United States consul or vice consul or a notary public or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to that person.

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The protest must:

1. Identify the negotiable instrument.
2. Certify either that presentment has been made or, if not made, the reason why it was not made.
3. State that the instrument has been dishonored by nonacceptance or nonpayment. B. The protest may also certify that notice of dishonor has been given to some or all parties. C. The individual requesting the protest shall appear personally before the notary public and be identified in the protest as the holder of the dishonored negotiable instrument. D. The notary public shall have personal knowledge or satisfactory evidence of the identity of the individual requesting the protest.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 7: NOTARIAL CERTIFICATES.

Rule 7.1. Minimum Requirements.

For a notarial certificate to be sufficient, it must contain the information required under Section 31(5) of the Act (relating to certificate of notarial act).

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 7.2. Additional Information.

A notarial certificate may contain additional or other information as may be required to satisfy any legal requirements, ethical or legal concerns, or the business needs of the parties to the transaction.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 7.3. Permanently and Securely Affixed.

For purposes of attaching a notarial certificate to a tangible document, ''securely attached'' means stamped, stapled, grommeted, or otherwise permanently bound to the tangible document. The term ''securely attached'' does not include the use of tape, paper clips, or binder clips.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended. Rule 7.4. Legible Signature Required.

When signing a paper certificate, the notary public shall use a legible, recognizable handwritten signature, which can be attributed to the notary public performing the notarial act by anyone examining or authenticating the signature. If a notary public's preferred signature is not legible and recognizable, the notary public must also legibly print his name immediately adjacent to his preferred signature. For the purposes of this chapter, a signature is legible and recognizable

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if the letters are distinct and easily readable and the notary public's full name may be clearly discerned by looking at the signature.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 8: USE OF ELECTRONIC NOTARIZATION (IN-PERSON).

Rule 8.1. Notification regarding use of electronic notarization. A. A notary public who wishes to perform electronic notarization using an electronic notarization system that meets the requirements of the Act and these Rules must:

1. hold a current and unrestricted commission;
2. submit an additional application on a form prescribed by the Secretary of State for performing in-person electronic notarial acts; and
3. receive proof that the additional application to perform in-person electronic notarial acts has been approved by the Secretary of State. B. The renewal of the commission of a notary public who has previously qualified to perform in-person electronic notarizations under this section constitutes renewal of the notary public's commission without the necessity of submission of another electronic notarization application under this section.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 8.2. Requirements for electronic notarization. A. A notary public performing notarial acts with respect to electronic documents shall use an electronic notarization system that meets the following minimum criteria. The electronic notarization system must:

1. Allow the principal and the notary to affix electronic signatures, as defined in Rule 1.2(L) above, to electronic documents.
2. Allow for a notary public to affix an electronic notary seal, as defined in Rule 1.2(K) above, to electronic documents.
3. Employ the use of a public key certificate, as defined in Rule 1.2(N) above, to identify the principal.
4. Make all electronic documents notarized using the electronic notarization system tamper-evident, as defined in Rule 1.2(S) above. B. Before performing an electronic notarial act, the notary public shall take reasonable steps to ensure that the system used meets the minimum requirements of these Rules and has not expired, been revoked, or been terminated by the system provider. C. All requirements of a notarial act performed with respect to a tangible document apply to an electronic document, including the personal appearance and identification of the individual appearing before the notary public, completion of a notarial certificate, use of an official stamp and recording of the notarial act in the journal. D. The Secretary of State may publish a list of approved electronic notarization system vendors on its website that meet the minimum criteria set forth above, at the time of the Secretary of State’s review of those systems published on its site. The Secretary of State

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does not endorse any electronic notarization system vendor and does not guarantee that the use of any electronic notarization system satisfies the minimum criteria set forth above. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 9: FEES.

Rule 9.1. Fees for notarial acts.

A. The maximum fees that may be charged by a notary for notarial acts are:

1. for acknowledgments, five dollars ($5.00) per signature;
2. for oaths or affirmations without a signature, five dollars ($5.00) per person;
3. for jurats, five dollars ($5.00) per signature;
4. for signature witnessings, five dollars ($5.00) per signature.

B. A notary public need not charge for notarial acts.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 9.2. Additional fees for certain notarial acts.

Nothing in the act shall be construed to prevent a third person who provides technologies or storage capabilities to aid the notary public in the performance of an electronic notarization from separately charging and collecting any additional fee for the services rendered.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 9.3. Fees for travel.

In addition to the fees authorized under Rule 9.01 (relating to fees for notarial acts), a notary public may additionally charge a travel fee when traveling to perform a notarial act if:

A. The notary public and the individual requesting the notarial act agree upon the travel fee in advance of the travel; and B. The notary public explains to the individual requesting the notarial act that the travel f fee is in addition to the notarial fee in Rule 9.01 (relating to fees for notarial acts) and is not not required by law. I

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 9.4. Payment in advance.

A. A notary public may require payment of any fees specified in this chapter prior to performance of a notarial act. B. Any fees paid to a notary public prior to performance of a notarial act are non- refundable if the act was completed, or in the case of travel fees, the act was not completed

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after the notary public had traveled to meet the principal.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 9.5. Employer may prohibit fees.

An employer may prohibit an employee who is a notary public from charging for notarial acts performed on the employer’s time.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 9.6. No fee for notarizing absentee application and ballot.

Notaries public shall waive the fee for notarizing an absentee voter application or ballot.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 10: PROHIBITED ACTS AND SANCTIONS.

Rule 10.1. Offenses involving fraud, dishonesty, or deceit.

A. Conviction of offenses involving a lack of honesty or elements of falsehood and fraud will be considered to be evidence of a lack of honesty, integrity, competence, or reliability to act as a notary public, regardless of the jurisdiction in which the crimes were committed. B. The Secretary of State will consider all convictions or comparable dispositions obtained in the courts of the United States, the State or any other state, territory, possession, or country involving fraud, dishonesty, or deceit.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 10.2. Rebuttable presumption against appointment.

A. Any person who has been convicted of any felony offense or any misdemeanor offense involving fraud, dishonesty, or deceit within ten (10) years preceding the date of application for appointment is presumed ineligible for appointment as a notary public. B. The presumption of ineligibility for appointment may be rebutted in extraordinary circumstances by a showing of clear and convincing evidence of the applicant's full rehabilitation. It is the intent of this provision that overcoming this presumption will occur only infrequently and in truly exceptional circumstances. C. There is no presumption of ineligibility for conviction of a felony or an offense involving fraud, dishonesty or deceit more than ten (10) years preceding the date of application for appointment, but the conviction and related facts may be considered in determining whether the applicant has the requisite honesty, integrity, competence, or reliability to act as a notary public. D. The ten (10) year period will be measured from the date of the conviction, rather

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than the date of the act which constituted the offense. E. For the purposes of this subchapter, ''conviction'' and ''convicted of'' include a conviction after a bench or jury trial, a guilty plea, a plea of nolo contendere, or a finding of not guilty due to insanity or of guilty but mentally ill.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 10.3. Reporting of crimes, disciplinary action, and other matters.

A. A notary public shall notify the Secretary of State of a conviction of any felony within thirty (30) calendar days of the disposition or on the next application for appointment and commission, whichever is sooner. B. A notary public shall notify the Secretary of State of disciplinary action in the nature of a final order taken against the notary public's commission by the commissioning authority of another state, territory, or country within thirty (30) calendar days of receiving notice of the disciplinary action or on the next application for appointment and commission, whichever is sooner. C. A notary public shall notify the Secretary of State of a finding against, or admission of liability by, the notary public in any criminal, civil, or administrative proceeding within thirty (30) calendar days of conclusion of the legal proceeding or on the next application for appointment and commission, whichever is sooner. D. A notary public shall notify the Secretary of State of a finding by The Mississippi Bar or the courts of the State or the bar or courts of any other state or nation finding that the notary public has engaged in the unauthorized practice of law within thirty (30) calendar days of conclusion of the proceeding or on the next application for appointment and commission, whichever is sooner.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 10.4. Conduct providing the basis for disciplinary action.

In addition to the acts and omissions specified in Section 43(1) of the Act (relating to sanctions), the following acts or omissions demonstrate that an individual lacks the honesty, integrity, competence, or reliability to act as a notary public:

1. Notarizing his own signature or statement.
2. Notarizing a spouse's signature or statement.
3. Notarizing incomplete or blank documents.
4. Postdating or predating notarial acts.
5. Altering a document after it has been notarized.
6. Issuing to the order of a State agency or the State a personal check without sufficient

funds on deposit.

G. Performing a notarial act within this State when the person was not commissioned as

a notary public or was otherwise not authorized to perform a notarial act.

H. Performing a notarial act in another state under the authority of the notary public's

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Mississippi commission. I. Making a representation that the notary public has powers, qualifications, rights, or privileges that the notary public does not have. J. Use of the term ''notario,'' ''notario publico,'' ''notario publica,'' or any non-English equivalent term in a manner which misrepresents the authority of the notary public. K. Engaging in the unauthorized practice of any regulated profession, including law. L. Endorsing or promoting a product, service, contest, or other offering by using the notary public's title or official stamp. M. Failure to require an individual making a statement in or executing a signature on a document to appear personally. N. Failure to have personal knowledge or satisfactory evidence of the identity of an individual appearing before the notary public. O. Executing a notarial certificate that contains a statement known to the notary public to be false. P. Using the notary public's official stamp for a purpose other than to perform a notarial act. Q. Using another notary public's stamping device to perform a notarial act.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 10.5. Factors considered in disciplinary action.

When determining whether to deny an application or take disciplinary action against a notary public, the Secretary of State may consider a variety of factors including the following:

A. Nature, number and severity of any acts, offenses, official misconduct, or crimes under consideration. B. Evidence pertaining to the honesty, credibility, truthfulness, and integrity of the applicant or notary public. C. Actual or potential monetary or other harm to the general public, group, individual or client. D. History of complaints received by the Secretary of State. E. Prior disciplinary record or warning from the Secretary of State. F. Evidence in mitigation. G. Evidence in aggravation. H. Occupational, vocational, or professional license disciplinary record. I. Evidence of rehabilitation, such as reference letters and proof of class attendance. J. Criminal record K. Reports from law enforcement agencies. L. Willfulness. M. Negligence.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended..

Rule 10.6. Unauthorized practice of law. A. If notarial certificate wording is not provided or indicated for a document, a non-

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attorney notary shall not determine the type of notarial act or certificate to be used. B. A notary public may not assist a person in drafting legal documents, give legal advice or is otherwise practice law in violation of Section 43 of the Act (relating to prohibited acts), unless the notary public is a licensed attorney in this State. C. Among the acts that constitute the practice of law are the preparation, drafting or selection or determination of the kind of any legal document, or giving advice in relation to any legal documents or matters. D. A person who represents himself in a legal matter will not be considered to have engaged in the unauthorized practice of law. E. This section does not preclude a notary public who is duly qualified, trained, or experienced in a particular industry or professional field from selecting, drafting, completing, or advising on a document or certificate related to a matter within that industry or field.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 10.7. Advertising.

For the purpose of the statements required under Section 47 of the Act (relating to prohibited acts), the term ''prominently'' in Section 47(4) of the Act means that the entire statement “I am not an attorney licensed to practice law in this State. I am not allowed to draft legal documents, give advice on legal matters, including immigration, or charge a fee for those activities.” must be in at least 10-point type and must be displayed in an area open and accessible to the public at the place of performance of the notarial act.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 11: SANCTIONS AND REMEDIES FOR IMPROPER ACTS.

Rule 11.1. Revocation.

A. A notary public’s commission may be revoked for any act or omission that demonstrates the notary public lacks the honesty, integrity, competence, or reliability to act as a notary public. B. The Secretary of State shall revoke the commission of any notary public who fails to maintain a residence in this State. C. Prior to revocation of a notary commission, the Secretary of State shall inform the notary public of the basis for the revocation and that the revocation takes effect on a particular date unless a proper appeal is filed with the Secretary of State before that date. D. Resignation or expiration of a notary public’s commission does not terminate or preclude an inquiry into the notary’s conduct by the Secretary of State whereupon it shall be made a matter of public record whether or not the finding would have been grounds for revocation. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

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Rule 11.2. Suspension.

A. A notary public’s commission may be suspended for any actions contrary to the act, other laws and the requirements of these Rules. B. Prior to suspension of a notary public’s commission, the Secretary of State shall inform the notary of the basis for the suspension and that the suspension takes effect on a particular date unless a proper appeal is filed with the Secretary of State before that date. C. Resignation or expiration of a notary public’s commission does not terminate or preclude an inquiry into the notary’s conduct by the Secretary of State whereupon it shall be made a matter of public record whether or not the finding would have been grounds for suspension.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 11.3. Other Remedial Actions for Misconduct.

A. The Secretary of State may deliver a written official warning to cease misconduct, misfeasance, or malfeasance to any notary whose actions are deemed to be in violation of these Rules, the act, or other laws of the State of Mississippi. B. The Secretary of State may also seek any other remedies available under law or equity. C. The remedies and sanctions of these Rules do not preclude other remedies and sanctions provided by law.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 11.4. Official Notice.

Official notice required by these Rules shall be by certified mail to the notary public at the residence address shown on the records of the Secretary of State and/or such other address as the Secretary of State may deem necessary.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 11.5. Publication of Sanctions and Remedial Actions.

The Secretary of State shall regularly publish a list of persons whose notary public commissions have been suspended or revoked by the Secretary of State or a court. Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 11.6. Criminal Sanctions.

In addition to civil sanctions provided by these Rules and the act, there are criminal Sanctions which may be applicable to a notary who violates state or federal criminal statutes.

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Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended. Rule 11.7. Complaints.

A. Complaints against a notary public for violation of the requirements of these Rules, the act or any other law or regulation shall be made in writing and under oath to the Secretary of State. B. Complaints should state all pertinent facts and include a copy of the notarial certificate in question and the status of any pending litigation. C. Complaints alleging violations of criminal statutes shall be made to the district attorney for the county in which the violation occurred. D. Where civil or criminal litigation is pending or anticipated, or has already commenced, the Secretary of State may, in its sole discretion, defer action on the complaint pending the outcome of the litigation. In matters in which litigation is concluded, the Secretary of State may, in its sole discretion, decline to investigate any notary complaint in which the Secretary of State determines that the basis for the complaint could have been considered by a court. E. The Secretary of State may, in its sole discretion, decline to investigate any notary complaint which, on the face of the complaint, has no identifiable violation. F. The Secretary of State may, in its sole discretion, decline to investigate any notary complaint in which the Secretary of State believes or has reason to believe the complaint is an attempt to harass, mislead, or disrupt the normal course of business.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Rule 11.8. Appeals.

A. Appeals should be addressed to the Business Services Division of the Secretary of State’s Office. The appeal must be in writing and under oath. The written appeal shall include submission of copies of three pages from the notary’s journal including the pages before and after the entry of information surrounding the certificate in question. B. Appeals will be on the record unless an oral hearing is requested. C. Oral hearings are in the sole discretion of the Secretary of State’s Office. D. Where an oral hearing is granted, the hearing will be conducted informally with relaxed rules of evidence in accordance with these Rules. E. The notary public shall bring the original journal to any oral hearing for review by the hearing officer.

Source: Section 25-34-51 et seq. Mississippi Code of 1972 as amended.

Part 5 Chapter 12: APPOSTILES AND AUTHENTICATIONS. Rule 12.1. Authentications. On a notarized document sent to another state or nation, evidence of the authenticity of the official seal and signature of a notary of this [State], if required shall be in the form of:

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A. A certificate of authority from the Secretary of State and authenticated as necessary by additional certificates from United States and/or foreign government agencies; or B. In the case of a notarized document to be used in a nation that has signed and ratified the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents of October 5, 1961, an Apostille from the Secretary of State in the form prescribed by the Convention. Rule 12.2. Certificate of Authority. A certificate of authority evidencing the authenticity of the official seal and signature of a notary of this [State] shall be substantially in the following form: I, (name, title, jurisdiction of authenticating official), certify that (name of notary), the person named in the seal and signature on the attached document, was a Notary Public for the [State] of [name of jurisdiction] and authorized to act as such at the time of the document's notarization. To verify this Certificate of Authority for a Notarial Act, I have affixed below my signature and seal of office this _____ day of ________, 20 ___. (Signature and seal of commissioning official) Rule 12.3. Apostille. An Apostille prescribed by the Hague Convention, as cited in 28 U.S.C.A. in the annotations to Rule 44 of the Federal Rules of Civil Procedure, shall be in the form of a square with sides at least 9 centimeters long and contain exactly the following wording: Rule 12.4. Refusal. The Secretary of State may refuse certification for a document when it has good reason to APOSTILLE (Convention de La Haye du 5 octobre 1961)

1. Country:____________________________ This public document
2. Has been signed by_______________________
3. acting in the capacity of_________________________
4. bears the seal/stamp of ________________________________ CERTIFIED
5. at______________________________________
6. the _____________________________________
7. by ___________________________________________
8. Number _____________________________________
9. Seal/Stamp
10. Signature____________________________________

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believe that the certification is desired for an unlawful or improper purpose. It is therefore the duty of the Authentication Officer to examine the document, as may be necessary to establish that the requested authentication is appropriate and not contrary to public interest. Source: Miss. Code Ann. § 25-34-1 et seq. Mississippi Code of 1972 as amended.

Part 7 Business Services - Miscellaneous

Chapter 1 Rules and Regulations Governing Correspondence Schools Introduction. Section 75-59-1, Mississippi Code (1972), amended, and provides, among other things, that an application for a permit to furnish correspondence courses to residents of Mississippi shall be made to the Secretary of State, the State Attorney General and the State Department of Education. The referenced section of law also prescribes certain requirements which must be met by the applicant when making application for a permit. Section 75-59-7, Mississippi Code 1972, empowers and directs the Secretary of State to make reasonable rules and regulations to implement the general purposes of the Correspondence Schools Act, which purposes are understood to include provisions for safeguarding the public interest against those inequities and abuses to which it may be subjected in this area of commerce. Accordingly, the following rules and regulations are made and adopted to implement the purposes of the said Act, and to outline the procedure to be followed by the applicant in making and submitting the application. These rules and regulations shall apply with equal force and effect if the Act itself.

1 Miss. Admin. Code Pt. 7, R. 1.1 Application Forms

The application shall be made on forms obtainable from the Office of the Secretary of State. The application shall be completed in triplicate. The original shall be forwarded to the Secretary of State, P.O. Box 136, Jackson, Mississippi 39205, accompanied with the statutory fee of $250.00 made payable to the Secretary of State, the original surety bond, original power of attorney, student contract forms, textbooks and all other promotional and training materials (including kits) furnished to the student under contract. The blue copy of the application accompanied with a reproduction copy of the surety bond, student contract forms, and power of attorney agreement shall be sent to the Attorney General at P.O. Box 220, Jackson, Mississippi 39205. The yellow copy of the application, a reproduction copy of the surety bond, student contract form, and power of attorney agreement shall be forwarded to the State Department of Education, Attention: School of College Registration Office at P.O. Box 771, Jackson, Mississippi 39205.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.2 Application Information

Every item appearing in the application form must be completed in its entirety unless otherwise provided. Without exception, paragraphs 2 through 11, inclusive, of the application must be completed in the detail specified. Any omission in any of these paragraphs will result in the application being returned to the applicant for completion. If additional space is needed, additional sheets(s) properly marked as to the paragraph(s) concerned will be attached to the application and initialed by the person signing the application.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.3 Waivers

In the discretion of the Secretary of State, all parts of paragraphs 12 and 13 may be waived by him; but he may at any time during the effective period of the permit left the waiver and require that the exclusion(s) previously allowed be submitted to him within fifteen days following the receipts of his notice that effect the Permitee.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.4 Name Changes

A Permitee shall not do business in this State under any other name than that shown on the application without first notifying the Secretary of State, Attorney General and Department of Education of its change in name. In like manner, if the ownership, corporate or partnership status is changed, a proper notice to that effect will be forwarded to this office without delay.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.5 Sales Representatives

Prior to beginning any sales activities in this State, the Permitee will furnish to the Secretary of Sate, the Attorney General and Department of Education the names and addresses of its sales representatives or agents operating in this State. It shall be the duty of the Permitee to notify this office of changes as they occur with respect to such representatives or agents, including the change of address only if that should occur. In like manner, it shall be the duty of the Permitee to give notice of the establishment of branch of sales office in this State, giving the address of such office and the name of the person in charge of it.

Rule1.6 Enrollees. Within 90 days after beginning any sales activity in this State, the Permitee will furnish to the Secretary of State, the names and addresses of all enrollees. It shall be the duty of the Permitee to update the student roster no later than six (6) months after the initial report.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.
• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.7 Investigations

The Secretary of State, the Attorney General, and the State Department of Education or their authorized representative may make or cause to be made such inquiries and investigations as may be deemed necessary to establish the reputation of the applicant. Information obtained from the discovery procedure will be kept confidential, including the source or sources from which it came.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.8 False or Misleading Statements

Any applicant making false representations or statements in the application or in material accompanying the application, calculated to mislead, deceive or to obscure the truth will be denied a permit in connection with the application concerned. Promotional material or advertisements which are deceptive and misleading in their claims and representations will have like effect.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.9 Permits

The applicant must furnish a copy of the contract form with each application for permit to furnish correspondence courses by written contract in this State. No permit will be issued to an applicant in which the contract guarantees or represents that it will obtain employment of or for the enrollee unless such work is to be performed for the applicant or for a business over which the applicant exercises and controls personnel actions, including employment. A permit may be denied on the grounds that the contract is vague., ambiguous or

misleading or the cost to the enrollee is obviously excessive. Conditional contracts, except as such contracts permit installment payments in lieu of lump sum payments, are generally not regarded with favor. Conditions in a contract which may be prejudicial to the good and benefit of the enrollee will appear in a bold face type or will be displayed in such a way as to not escape the attention of a reasonably observant person. Permits will not be granted to applications offering courses at no charge or which solicit donations or pledges of donations as a condition to enrollment or graduation.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.10 Course Objectives

Each course must have a course objective; i.e., to train the enrollee in a skill or trade such as an artist, draftsman, accountant, bookkeeper, etc. The course objective must be stated in the course summary. A permit may be denied if the course objective is not stated in concise and meaningful form. A permit will not be granted for a course which has no course objective or if the course objective is obviously of no proven value in terms of vocational value, including training in which there is no job market for those completing it.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.11 Text Books

A permit shall be valid for one (1) year from the date thereof and is not renewable. However, application may be made in such time as to avoid a lapse between two successive permits. In such cases, the Secretary of State may, in his discretion, waive the requirement of the application pertaining to furnishing textbooks. The requirement will be waived when the textbooks furnished with the precedent application are the same as those that would ordinarily accompany the application. This requirement ordinarily will be waived automatically when the new application contains an affirmation that the textbooks are the same as furnished with the application of a preceding date. If new texts have been added, or if texts have been revised, a copy of the addition(s) and/or revised texts only need be furnished along with an appropriate statement of explanation on the application. If audio – visual training materials or kits are used instead of or supplementary to textbooks and other printed matter, other training materials including kits will not be returned to the Permitee upon the explanation or invocation of permit. Textbooks will be returned at the applicant’s expense when a permit is denied.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.12 Surety Bond

A surety bond from a surety qualified to do business in the State of Mississippi is a statutory pre-condition to the issuance of a permit to any applicant. If the said bond is cancelled by the surety during the effective term or period of the permit, it shall be the duty of the principal (Permitee), without noticed from the Secretary of State, to forthwith respond to the statutory bonding requirement to furnish a new and acceptable bond to become effective on or before the effe3ctive date of the original bond. Failing in that, Secretary of State will give the principal (Permitee) not less than fifteen days notice to be and appear at a hearing he shall call for that purpose to show cause, if for the cancellation of the original bond.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.13 Criminal Convictions

A permit will not be granted to a person, firm, or corporation who or which has been convicted of the criminal provisions of this Act without the applicant

showing cause by judicial proceedings that a permit should be granted. A Permitee or an applicant having been so convicted may not circumvent the provision of this rule by a change of name or other deceptive means. Intentional deception of any kind on the application, promotional material, or advertisements calculated to mislead the public is sufficient cause for denial, suspension or revocation, by Permintee shall have the right to appear, as provided by law, and show cause, if thereby, why such suspension or revocation should not be invoked, after having been given not less than fifteen days notice of the date of such hearing.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.14 Requirements

A permit will not be issued to any applicant until all of the following basic documents and materials are actually received as herein provided. A. A completely executed application. B. A Statutory fee in the sum of $250.00, payable to the Secretary of State. C. The statutory surety bond written by a surety bond written by a surety qualified to do business in the State of Mississippi. D. A properly executed power of attorney appointing the Secretary of State as agent for process for the applicant. E. A copy of student contract forms and all textbooks, including bills, except as provided under Rule 1.9 above. F. A certified copy of corporate charter or partnership agreement when specifically requested by the Secretary of State. If certified copy of corporate charter is not requested with the application the Secretary of State may request a copy of such instrument at a later date.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

1 Miss. Admin. Code Pt. 7, R. 1.15 Penalties

Section 75-59-9, Mississippi Code of 1972, provides that any person violating these provisions shall be guilty of a misdemeanor and, upon conviction, shall be punished by a fine of five hundred dollars ($500.00) or by imprisonment of not more than six (6) months, or by both such fine and imprisonment.

History

• Source: Section 75-59-1, Mississippi Code (1972) as amended.

Chapter 2 Revised Limited Liability Company Act

1 Miss. Admin. Code Pt. 7, R. 2.1 Due Date for Limited Liability Company Annual Reports

Pursuant to Miss. Code Ann. Section 79-29-215, of the Mississippi Revised Limited Liability Company Act, the Secretary of State has determined that annual reports required to be filed on behalf of all limited liability companies foreign and domestic shall be due and delivered to the Secretary of State by April 15 of each year. The Secretary of State shall continue to accept and file annual reports received after the official due date of April 15 provided the annual reports are received prior to the event of administrative dissolution of the filing limited liability company.

History

• Source: Mississippi Code Annotated §79-29-215.

Part 9 Elections - Campaign Finance and Lobbying

Chapter 1 Lobbying

1 Miss. Admin. Code Pt. 9, R. 1.1 Lobbying in Mississippi: Ensuring Compliance and Improving Disclosure

“Lobbying in Mississippi” is a guide for lobbyists, lobbyists' clients, or any person interested in the lobbying requirements of Mississippi. This guide contains all information lobbyists and their clients need to comply with Mississippi lobbying requirements. All lobbyists must perform their duties in compliance with this guide. The guide and all lobbying forms and reports are available free of charge at the Secretary of State's website at www.sos.ms.gov .

History

• Source: Miss. Code Ann. §5-8- 1 et seq. and §7-3- 5 (1972).

Chapter 2 Campaign Finance

1 Miss. Admin. Code Pt. 9, R. 2.1 Campaign Finance Guide: Ensuring Compliance and Disclosure

This guide is published by the Secretary of State's Office as a handbook for candidates and political committees. All candidates and political committees must comply with Mississippi's campaign finance laws. This handbook contains the information necessary for such compliance. This guide is available at the Secretary of State's website at www.sos.ms.gov .

History

• Source: Miss. Code Ann. §23-15-801 et seq. (1972).

1 Miss. Admin. Code Pt. 9, R. 2.2 Assessment of Civil Penalty

Under Miss. Code Ann. Section 23-15-813, the Secretary of State shall assess a civil penalty against anyone who shall fail to file a campaign finance disclosure report as required under Sections 23-15-801 through 23-15-813, or Sections 23-17-47 through 23-17-53, or who shall file a report which fails to substantially comply with the requirements of these sections.

Substantial compliance shall require all fields of information to be completed on the Report of Receipts and Disbursements.

If filing a Report of Itemized Receipts, substantial compliance shall require identification of any individual by full name, mailing address, date, amount of each receipt for the period and one additional field of information, such as the name of an employer or occupation of the individual.

If filing a Report of Itemized Receipts, substantial compliance shall require identification of any other source, such as family, firm, corporation, partnership, association, political committee, or other legal entity, by full name, mailing address, date, amount of each receipt for the period.

If filing a Report of Itemized Disbursements, substantial compliance shall require identification by full name, mailing address, date and amount of each disbursement to each person or organization which receives expenditure during the reporting period.

The rules set forth herein shall apply to the nomination or election of candidates or support for or opposition to ballot issues in state and local elections. Nothing in these rules shall be construed as limiting or regulating federal elections, and those committees, parties, candidates or funds when they participate in such federal elections.

History

• Source: Miss. Code Ann. § 23-15-815 (1972).

Part 10 Elections - Voting and HAVA Compliance

Chapter 1 State Plan for Compliance with HAVA

1 Miss. Admin. Code Pt. 10, R. 1.1 Help America Vote Act State Plan

This is a required state plan document that includes a description of the state’s plans for meeting federal requirements under the Help America Vote Act of 2002. This state plan document is available on the Secretary of State’s website at www.sos.ms.gov.

History

• Source: Miss. Code Ann. §23-15-169.5; 52 U. S. C. § 20901, et seq.

Chapter 2 HAVA Complaint Procedure

1 Miss. Admin. Code Pt. 10, R. 2.1 Definitions

In this chapter, the following terms have the following meanings: A. “Complainant” means the person who files a complaint with the Secretary of State pursuant to this Chapter 2. B. “Respondent” means any state or local election official or board against whom a complaint is filed pursuant to this Chapter 2. C. “Subchapter ” means Subchapter III of HAVA, 52 U. S. C. §§ 21081-21085. D. “State or local election official” means the Secretary of State, the State Board of Election Commissioners, a circuit or municipal clerk, a county or municipal election commissioner or election commission, the state or local political party executive committee or executive committee member, a poll manager or any employee, officer, agent or appointee thereof.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.2 Who May File

Any person who believes a violation of Subchapter III of HAVA has occurred, is occurring or is about to occur may file a complaint.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.3 Form of Complaint

A complaint filed shall be in writing and notarized, signed and sworn to by the Complainant. The complaint must also provide the name of each respondent and contain a concise statement of the facts alleged to violate Subchapter III of HAVA.

The Complainant must use the form prescribed by the Secretary of State or his designee, which is available from the Secretary of State’s Office or from any state or local political party executive committee, local election commission or circuit or municipal clerk, or which may be downloaded from the Secretary of State’s website at www.sos.ms.gov.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.4 Place, Time and Method for Filing; Copy for Respondent

A complaint shall be filed with the Secretary of State’s Office, Elections Division, 401 Mississippi Street, Jackson, Mississippi 39201.

A complaint shall be filed within 30 days after the occurrence of the actions or events forming the basis of the complaint or after the complainant knew, or with the exercise of reasonable diligence, should have known of the action or event forming the basis for the complaint. The deadline for filing any complaint may be extended an additional 30 days in the discretion of the Secretary of State or his designee upon presentment of evidence by the Complainant the Respondent concealed the actions or events forming the basis of the complaint.

The complaint shall be delivered to the Secretary of State’s Office by hand-delivery or by overnight service to 401 Mississippi Street, Jackson, Mississippi 39201, or by mail to Post Office Box 136, Jackson, Mississippi 39205. A complaint shall be deemed filed upon receipt by the Secretary of State’s Office and not upon mailing or postmark.

For filing to be deemed complete, the Complainant shall mail or deliver a copy of the complaint to each Respondent not later than the date on which the complaint is filed and submit proof of such delivery to the Secretary of State.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.5 Processing of Complaint

The Secretary of State or his designee may consolidate complaints if they relate to the same actions or events, or if they raise common questions of law or fact. The Secretary of State or his designee shall notify all interested parties if two or more complaints have been consolidated.

The Secretary of State or his designee shall compile and maintain an official record in connection with each complaint filed pursuant to this rule. The official record shall contain: 1. A copy of the complaint, including any amendments made to it with the permission of the Secretary of State or his designee; 2. A copy of any written submission by the Complainant; 3. A copy of any written response by the Respondent or other interested person; 4. A written report of any inquiry conducted by employees of the Secretary of State’s Office or of any other state or local election officials who may not be directly involved in the actions or events complained of and may not directly supervise or be directly supervised by any Respondent; 5. Copies of all notices and correspondence to or from the Secretary of State or his designee in connection with the handling of the complaint; 6. Originals or copies of any tangible evidence produced at any hearing conducted under this rule; 7. The original tape recording produced at any hearing conducted under this rule; and 8. A copy of any final determination made under this rule.

The Secretary of State or his designee will review each complaint filed to determine whether the complaint: (a) states a violation of Subchapter III of HAVA; and (b) complies with the other requirements of this rule.

If a complaint fails to state a violation of Subchapter III of HAVA or does not comply with other requirements of this rule, then the Secretary of State or his designee shall dismiss the complaint without further action and notice of the dismissal will be provided to the complainant.

Except as otherwise provided in this rule, a complainant whose complaint has been dismissed pursuant to this section may re-file the complaint within the time set forth in Rule 2.4.

A complainant whose complaint has been dismissed for failure to state a violation of Subchapter III of HAVA may re-file the complaint only one time.

The Secretary of State or his designee may, upon agreement of all the parties, resolve the complaint informally, and issue a final determination, without a formal proceeding.

The Secretary of State or his designee may require the parties to submit written briefs on any of the issues involved in the complaint.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.6 Hearing

If requested by the Complainant in his complaint or so ordered by the Secretary of State or his designee, and the complaint has not been dismissed or informally resolved pursuant to Rule 2.5, the Secretary of State or his designee will schedule a hearing that shall proceed as follows: A. The hearing may be conducted without adherence to requirements of the Mississippi Rules of Civil Procedure or the Mississippi Rules of Evidence. B. The hearing shall be conducted no sooner than 10 days and no later than 30 days after receipt by the Secretary of State’s Office of a complaint containing a request for a hearing and shall be set by the Secretary of State or his designee. The Secretary of State or his designee shall give at least 5 days advance notice of the date, time and place of the hearing: i. By mail to the Complainant, each Respondent (to the addresses set out in the complaint and response) and any other interested person who has asked the Secretary of State in writing to be advised of the hearing; ii. On the Secretary of State’s website (www.sos.ms.gov); and iii. By posting in a prominent place, available to the general public, at the Secretary of State’s Office. C. The Secretary of State or his designee shall act as hearing officer.

D. The Complainant, any Respondent or any other interested member of the public may appear at the hearing and testify under oath or present relevant evidence in connection with the complaint. The hearing officer may limit the testimony, if necessary, to ensure all interested persons are able to present their views. The hearing officer may recess the hearing and reconvene at a later date, time and place publicly announced at the hearing. In the case of consolidated complaints, the hearing officer may require the Complainants and/or Respondents to designate a single representative party to advocate for the consolidated group of Complainants and/or Respondents at the hearing. E. In the discretion of the hearing officer, the hearing may be held via conference call or video teleconferencing. In such a case, the notice shall so state and provide for technical details. F. The proceedings shall be tape recorded by and at the expense of the Secretary of State. The recording shall not be transcribed as a matter of course and any party or interested person may obtain a copy of the tape at his/her own expense. If a transcript is obtained, a copy of it shall be filed as part of the record and any interested party may examine it. G. If the Complainant fails to appear at the hearing, the complaint shall be dismissed with prejudice. H. Cross-examination at the hearing will be permitted only at the discretion of the hearing officer, but a person may testify or present evidence at the hearing to contradict any other testimony or evidence presented at the hearing. If a person has already testified or presented evidence at the hearing and wishes to contradict testimony or evidence presented subsequently, that person is entitled to be heard again only at the discretion of the hearing officer who may authorize the person to provide an oral or written response, or both. I. Any party to the proceeding may file a written brief or memorandum with the hearing officer not later than 5 business days after the hearing’s conclusion. The party shall serve a copy of any such written brief or memorandum on all other parties no later than the date the written brief or memorandum is filed with the hearing officer. No responsive or reply memorandum to such a brief or memorandum will be accepted without the specific authorization of the hearing officer.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.7 Determination

A final determination on the complaint shall be made within 90 days of the Secretary of State’s receipt of the complaint and must be in writing. This time period may only be extended upon the written consent of the Complainant. A. The determination as to whether a Subchapter III violation has been established shall be based on the preponderance of the evidence standard. The Complainant shall bear the burden of proving the existence or occurrence of a Subchapter III violation by a preponderance of the evidence. B. The determination shall constitute a final and binding decision which is not appealable to any state or federal court. C. If it is found there was a past, present or potential violation of Subchapter III of HAVA, then the written determination shall state the facts of the violation, set forth the specific law violated and provide for a remedy. The remedy provided shall be

directed to the improvement of processes or procedures governed by Subchapter III. The principal remedy shall be written findings a violation occurred and strategies or recommendations for ensuring future violations do not occur. D. Any remedy provided for under this rule may not include any award of monetary damages, the payment of costs, penalties or attorneys’ fees and may not include the invalidation of any vote or ballot, primary, special or general election result or the disqualification of any candidate. E. All final determinations shall be posted on the website of the Secretary of State (www.sos.ms.gov) and mailed to the Complainant, each Respondent and other interested persons who asked in writing to be advised of the final determination.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

1 Miss. Admin. Code Pt. 10, R. 2.8 Alternative Dispute Resolution

The Secretary of State may, by written order, refer this matter at any time for alternative dispute resolution. In addition, if the Secretary of State or his designee does not render a final determination on a complaint filed under this rule within 90 days after the complaint is filed, or within any extension period to which the complainant has consented, the Secretary of State or his designee will, on or before the 5 th business day after the final determination was due to be issued, by order initiate alternative dispute resolution. A copy of this order shall be provided to the Complainant and the Respondent.

The Secretary of State shall maintain a list of approved arbitrators to be used in these proceedings and from which arbitration panel members must be selected.

The written order provided for in this rule shall designate an arbitrator to serve on a panel to resolve the complaint. Within 3 business days after the Complainant receives this designation, the Complainant shall designate in writing to the Secretary of State the name of a second arbitrator. No later than 3 business days after designation by the Respondent of the second arbitrator, the two arbitrators so designated shall select a third arbitrator, to complete the panel.

As an alternative, the Secretary of State may retain a single, independent, professionally qualified person to act as an arbitrator, if the complainant consents in writing to his appointment as the arbitrator at the time of his appointment.

The arbitrator or arbitration panel may review the record compiled with the complaint, including the tape recording or any transcript of a hearing, if a hearing was requested and held, and any written or documentary evidence compiled by the Secretary of State’s Office. The arbitrator or panel may request the parties present additional briefs or memoranda. The arbitrator or panel may conduct the hearing as prescribed in Rule 2.6 if no such hearing was held.

The arbitrator, or arbitration panel by majority vote, shall determine the appropriate resolution of the complaint by majority vote.

The arbitrator or panel shall issue a written resolution within 60 days after the issuance of the written order required in this rule, which period shall not be extended. The final resolution shall be transmitted to the Secretary of State and shall be the final resolution of the complaint. The Secretary of State shall mail the final resolution of the arbitrator or panel to the Complainant, each Respondent and any other interested person who has asked in writing to be advised of the final determination. It shall also be published on the Secretary of State’s website at www.sos.ms.gov.

The final determination of the arbitrator or arbitration panel is binding upon all the parties involved in the dispute and shall not be subject to appeal to any state or federal court.

History

• Source: Miss. Code Ann. §23-15-169; 52 U.S.C. § 21112.

Chapter 3 Voting Information Requirements

1 Miss. Admin. Code Pt. 10, R. 3.1 Educational Posters

The appropriate local election official is required to publicly post voting information at each polling place on each election day, pursuant to §302(b) of the Help America Vote Act of 2002 and applicable Mississippi law.

The required posting of voting information shall include the following: a) A sample ballot, b) The hours during which the polling place will be open, c) Instructions on how to vote, including how to cast a vote and how to cast an affidavit/provisional ballot, d) General information on voting rights, including information on the right of an individual to cast an affidavit ballot and instructions on how to contact the appropriate officials if these rights are alleged to have been violated, e) The consequences under federal and state laws regarding fraud and misrepresentation, f) A list of voters in each polling place who have already cast an absentee ballot, and g) A list of the categories of acceptable photo identification which must be presented by voters in the polling place.

The attached educational poster (Exhibit A), or a poster substantially similar in substance, must be conspicuously displayed in all polling places during every election for federal, state, county, municipal, or other office local option or balloted initiative measure.

History

• Source: Miss. Code Ann. §§23-15-169.5, 23-15-7, 23-15-255; 52 U. S. C. A. § 20901, et seq.

Chapter 4 Assistance for Military and Overseas Voters

1 Miss. Admin. Code Pt. 10, R. 4.1 Definition

For the purpose of this chapter, “Mississippi armed services and overseas voters” shall include the following persons if they are absent from their county of residence and are otherwise qualified to vote in Mississippi:

A. Any person in any division of the armed services of the United States who is a citizen of Mississippi, who has been called into active duty and is serving outside their county of residence; B. Any member of the Army National Guard or Air National Guard who is a citizen of Mississippi and who has been mobilized or called to active duty outside of their county of residence, other than annual training or summer camp; C. Any member of the U.S. military reserve or Coast Guard reserve who is a citizen of Mississippi and who has been called to active duty and is serving outside of their county of residence, other than annual training or summer camp. D. Any member of the Merchant Marine and the American Red Cross who is a citizen of Mississippi and is serving outside of their county of residence; E. Any disabled war veteran who is a patient in any hospital and who is a citizen of Mississippi; F. Any civilian attached to and serving outside of the United States with any branch of the Armed Forces or the Merchant Marine or American Red Cross, who is a citizen of Mississippi; G. Any citizen of Mississippi temporarily residing outside the territorial limits of the United States and District of Columbia; H. Any citizen of Mississippi enrolled as a student at a United States Military Academy; and I. The spouse and/or dependent(s) of any absent voter as set out in Sections A through H above, who is a citizen of Mississippi and is also absent from their county of residence.

History

• Source: Miss. Code Ann. § 23-15-673.

1 Miss. Admin. Code Pt. 10, R. 4.2 Voting Methods

Pursuant to current law, Mississippi armed services and overseas voters may: A. Use a duly executed federal postcard application (FPCA) (as provided in the Uniformed and Overseas Citizens Absentee Voting Act, 42 U.S.C. 1972 ff et seq.) to register to vote, to request an absentee ballot or to do both simultaneously B. Use mail to transmit the FPCA or receive and/or transmit absentee ballots; C. Use electronic facsimile (fax) devices to transmit the FPCA or receive and/or transmit absentee ballots; and D. Use electronic mail (e-mail) to transmit the FPCA or receive and/or to transmit absentee ballots (P.L. 107-252 §702). E. Use the Federal Write-In Absentee Ballot (as provided in 42 U.S.C. 1973 ff 2) in all general, special, primary and run-off elections for local, state, and federal offices (Miss. Code Ann. § 23-15-692); and F. Be sent absentee ballots by the local voter registrar within 45 days of the next election or within 24 hours, if possible, of receipt by the registrar of a proper application requesting same.

G. Sign an absentee ballot application by electronic signature, by use of a Mississippi- specific version of the Federal Post Card Application, which shall be substantially similar in form to that following hereafter at Exhibit 4.2-A, and available on the Mississippi Secretary of State’s website(s)(www.sos.ms.gov).

EXHIBIT 4.2-A

History

• Source: Miss. Code Ann. §§ 23-15-677, 687, 692, 699 and §75-12-1 et seq. (1972).

1 Miss. Admin. Code Pt. 10, R. 4.3 Secretary of State’s Exercise of Emergency Powers

Pursuant to the Military and Overseas Voter Empowerment Act of 2009 (“MOVE Act”), Congress amended the Uniformed and Overseas Citizens Absentee Voting Act (“UOCAVA”) to require the transmittal of absentee ballots at least forty-five (45) days prior to every election to every UOCAVA voter who has submitted a valid absentee ballot application.

Pursuant to existing Mississippi law, federal primary runoff and special runoff elections are held twenty-one (21) days after the date of the first primary or special election is conducted if no candidate receives a majority of the votes cast for an office.

Pursuant to the Secretary of State’s authority to exercise emergency powers concerning absentee voting by Mississippi armed services and overseas voters, the Secretary of State promulgates the following:

A. Runoff Election Absentee Ballots Provided Electronically to UOCAVA Voters. To ensure UOCAVA voters are afforded sufficient time within which to vote in a federal runoff election, the Circuit Clerk of the voter’s county of residence shall transmit a ranked choice runoff absentee ballot simultaneous with the primary or special election absentee ballot to those UOCAVA voters who previously submitted a valid absentee ballot application therefor, specifying receipt of the voter’s absentee ballot by electronic means.

i. The runoff election ranked choice ballot shall be in such a format so as to enable UOCAVA voters to mark the same on-line and shall be styled so as to distinguish its use for the runoff election only.

ii. The runoff election ranked choice ballot shall allow the voter to rank candidates in the order of his/her preference.

1. If a voter assigns the same rank to two (2) or more candidates, his or her vote in that particular race may not be counted.

2. The voter shall not be required to indicate his or her preference for more than one (1) candidate. iii. Additional instructions shall be provided to the UOCAVA voter with the transmittal of the primary or special election absentee ballot and runoff absentee ballot to explain the ranked choice voting process.

iv. No additional ballot shall be sent to the UOCAVA voter for the runoff election. It is the UOCAVA voter’s choice as to when he/she votes and electronically returns his/her voted runoff election absentee ballot; however, absentee ballots returned electronically must be received by the Circuit Clerk of the voter’s county of residence by 7:00 p.m. on the date of the election in order to be counted.

v. In the event a runoff election is conducted, the UOCAVA voter’s runoff election ballot shall be counted in accordance with the order in which the voter has ranked the candidates.

B. Runoff Election Absentee Ballots Provided by Mail to UOCAVA Voters. To ensure UOCAVA voters are afforded sufficient time within which to vote in a federal runoff election, the Circuit Clerk of the voter’s county of residence shall transmit a ranked choice runoff absentee ballot simultaneous with the primary or special election absentee ballot to those UOCAVA voters who previously submitted a valid absentee ballot application therefor, specifying receipt of the voter’s absentee ballot by mail or not specifying a means by which to receive an absentee ballot.

i. The runoff election ranked choice ballot shall be printed on paper of a different tint or color and shall be styled so as to distinguish its use for the runoff election only.

ii. Upon proper application, the Circuit Clerk of the UOCAVA voter’s county of residence shall send to the voter separate official envelopes for the return of each absentee ballot in accordance with Section 23-15-683, Miss. Code Ann.

iii. The runoff election ranked choice ballot shall allow the voter to rank candidates in the order of his/her preference.

1. If a voter assigns the same rank to two (2) or more candidates, his or her vote in that particular race may not be counted.

2. The voter shall not be required to indicate his or her preference for more than one (1) candidate.

iv. Additional instructions shall be provided to the UOCAVA voter with the transmittal of the primary or special election absentee ballot and runoff absentee ballot to explain the ranked choice voting process.

v. No additional ballot shall be sent to the UOCAVA voter for the runoff election. It is the UOCAVA voter’s choice as to when he/she votes and returns his/her voted runoff election absentee ballot; however, absentee ballots returned by mail must be received by the Circuit Clerk of the voter’s county of residence by 7:00 p.m. on the date of the election in order to be counted.

vi. In the event a runoff election is conducted, the UOCAVA voter’s runoff election ballot shall be counted in accordance with the order in which the voter has ranked the candidates.

C. Runoff Election Absentee Ballots Returned Electronically to the Circuit Clerk. Upon electronic receipt of a federal runoff election ballot, the Circuit Clerk shall place the runoff election ballot in an absentee ballot envelope and note on the envelope the ballot was received pursuant to Section 23-15-699, Miss. Code Ann., and the signatures across the flap of the envelope are not required. The envelope containing the runoff election absentee ballot shall be placed into a sealed ballot box designated for runoff election absentee ballots only. Such ballot box shall remain sealed and secured in the office of the Circuit Clerk (or such other designated location) until the day before the runoff election, or the time at which the absentee ballots are separated by precinct ballot boxes and distributed to the individual polling places for the runoff election.

D. Runoff Election Absentee Ballots Returned by Mail to the Circuit Clerk. Upon receipt by mail of a federal runoff election ballot, the Circuit Clerk shall deposit the envelope containing the runoff election absentee ballot into a sealed ballot box designated for runoff election absentee ballots only. Such ballot box shall remain sealed and secured in the office of the Circuit Clerk (or such other designated location) until the day before the runoff election, or the time at which the absentee ballots are separated by precinct ballot boxes and distributed to the individual polling places for the runoff election.

History

• Source: Miss. Code Ann. § 23-15-701 and § 25-43-3.101, et seq.

Chapter 5 Voter Rights

1 Miss. Admin. Code Pt. 10, R. 5.1 Affidavit Ballot Form

Pursuant to Section 23-15-574, Miss. Code Ann., Exhibit B reflects the most current form of the attached affidavit ballot envelope, incorporating all changes in previous state and/or federal law.

History

• Source: Miss. Code Ann. §§ 23-15-573, 23-15-574.

1 Miss. Admin. Code Pt. 10, R. 5.2 Instructions for Voters Casting Affidavit Ballots

When a person is offered the opportunity to vote by an affidavit ballot in any election, he or shall must be provided with written information which informs the voter how to determine whether his or her affidavit ballot was counted and, if the vote was not counted, the reasons therefor. These written instructions, which must be substantially similar to those attached as Exhibit C, must be completed to provide the contact telephone number of the Circuit Clerk’s Office, the County Election Commission (in general and special elections) and/or the appropriate County Executive Committee (in primary elections).

History

• Source: Miss. Code Ann. §§23-15-169.5, 23-15-572.

1 Miss. Admin. Code Pt. 10, R. 5.3 Affidavit Voting Process for Unverified Voters who Cast Absentee Ballots

If any person who presents to vote by an absentee ballot declares he or she is an eligible and registered voter in the jurisdiction in which he or she offers to vote by absentee ballot, but A. His or her name does not appear in the Statewide Elections Management System;

or B. His or her name is not related to the correct residence address in the Statewide Elections Management System by reason of a failure to timely update the voter’s registration information; C. He or she is flagged in the Statewide Elections Management System as a HAVA unverified first time voter and is unable to present the required identification, or D. Is unable to present an acceptable form of photo identification in accordance with Mississippi’s voter photo identification law, the Circuit Clerk’s Office shall permit the voter to cast an affidavit absentee ballot.

The absentee voter shall be permitted to cast an absentee ballot in accordance with Section 23- 15-621, et seq., Miss. Code Ann., including the completion of the absentee ballot application, sealed in an absentee ballot application envelope, voting of the paper absentee ballot and sealing of the same in a signed absentee ballot envelope, all as required by Mississippi law.

The absentee voter shall also be required to execute the written affidavit of an affidavit ballot envelope, attesting he or she: A. Is eligible to vote in the election; or B. Is not able to cast a regular election day ballot under a provision of state or federal law but is otherwise qualified to vote; or C. Has been illegally denied registration; or D. Is unable to present an acceptable form of identification.

The absentee voter must complete the affidavit ballot envelope by providing: A. His or her complete name, B. A current residence and mailing address, C. A previous residence and mailing address, D. Telephone number, E. Date of birth, last four of his/her social security number and/or driver’s license number, and F. Signature. The Circuit Clerk or a deputy clerk must also sign the affidavit ballot envelope.

When a person is offered the opportunity to vote by affidavit ballot, he or she shall be provided with written information that informs the person how to ascertain whether his or her affidavit ballot was counted and, if the vote was not counted, the reasons the vote was not counted.

In canvassing the returns of the election, the executive committee in primary elections, or the election commissioners in other elections, shall examine the records and determine whether to accept or reject the affidavit portion of the affidavit/absentee in accordance with Mississippi law. The affidavit/absentee ballots of those the election officials determine to accept the affidavit portion shall be processed by the poll workers in or of the polling place in which the voter is registered to vote. The affidavit/absentee ballots of those the election officials determine to

reject the affidavit portion shall be retained, unopened, with all other election materials for the statutory required time.

The affidavit portion of an affidavit/absentee ballot voter who was unable to present an acceptable form of photo identification may not be rejected for this reason if the voter: A. Returns to the circuit clerk's office, or to the municipal clerk's office for municipal elections, within five (5) business days after the date of the election and presents an acceptable form of photo identification; B. Returns to the circuit clerk's office within five (5) business days after the date of the election to obtain the Mississippi Voter Identification Card, or in municipal election, returns to the municipal clerk's office within five (5) business days after the date of the election to present his or her Mississippi Voter Identification Card or Temporary Mississippi Voter Identification Card; or C. Returns to the circuit clerk's office, or to the municipal clerk's office for municipal elections, within five (5) business days after the date of the election to execute a separate Affidavit of Religious Objection.

History

• Source: Miss. Code Ann. §§ 23-15-169.5, 23-15-572.

Chapter 6 Voting System Standards

1 Miss. Admin. Code Pt. 10, R. 6.2 Optical Mark Reading Equipment

All optimal mark reading voting systems software shall be programmed based on functional requirements to facilitate a uniform manner in which “Election Results Reports” will be generated.

An “Election Results Report” is the summary tape which contains election vote totals. This report will be set in the Global Elections Management System (GEMS) database as the default report. A detailed report is available for printing from the GEMS server.

History

• Source: Miss. Code Ann. § 23-15-169.5.

Chapter 7 Voter Registration Policies and Procedures

1 Miss. Admin. Code Pt. 10, R. 7.1 Mail-in Voter Registration Form

All local registrars and designated voter registration agencies shall use a uniform voter registration form (Exhibit D) for registering citizens who register by mail. This voter registration form is available upon request from the Secretary of State and publicly available by the Secretary of State’s website at www.sos.ms.gov.

Federal law requires the states to accept and use the mail-in voter registration application form described in the National Voter Registration Act (NVRA) for registration of voters in elections for federal office. Further, NVRA requires states to designate as voter registration agencies all

offices that provide public assistance and offices that provide state-funded programs to persons with disabilities.

In addition to the Mississippi Department of Public Safety, these agencies so designated by Governor Ronnie Musgrove are the Department of Human Services, the Governor’s Office, Division of Medicaid, Department of Health, Department of Rehabilitation Services and Department of Mental Health. These designated agencies are required to provide the opportunity to register or decline to register to vote to each applicant for assistance, recertification, re- application or whenever an applicant or recipient updates his/her address.

History

• Source: Miss. Code Ann. §23-15-47, 52 U. S. C. A. §§ 20501-20511.

1 Miss. Admin. Code Pt. 10, R. 7.2 Disclosure of Personal Information

State law provides that copies of statewide, district, legislative, county or municipal voter registration files, excluding social security numbers, telephone numbers and date of birth and age information, shall be provided to any person in accordance with the Mississippi Public Records Act of 1983 at a cost not to exceed the actual cost of production. The Secretary of State’s Office also adheres to the Mississippi Public Records Act (See Miss. Code Ann. § 25-61-1 et seq.).

Based on state law, the following information will not be provided in response to public requests in order to prevent any kind of abuse of such information and/or identity theft:

A. Voter number assigned by the county; B. Social Security Number; C. Date of Birth; D. Driver’s license number; E. Telephone number, facsimile number or E.Mail address information; F. Custom fields; G. Last jury date; and H. Registration Source.

Any voter registration data provided shall not be used for the purpose of mailing or delivering any solicitation for money, services, or anything of value. This policy is used to protect voters from unwanted commercial solicitations.

Cost: $100 set-up fee for all electronic data SEMS requests plus additional costs as listed below. Pre-payment of such cost is required prior to production of the requested information.

Additional Costs (does not include set-up fee): A. County, county district, municipal or municipal district office: $125 B. State legislative district, Judicial district (Chancery or Circuit Court, District Attorney), or comparable office involving more than one county that does not fall into the next tier: $250 C. Congressional district, Supreme Court district, Court of Appeals district: $500 D. Statewide list: $1,000

Proposed Voter File Information to be provided upon written request in accordance with Mississippi law. A comma separated value (CSV) text file format will include data elements listed below, in the order these columns will be placed in the file. If a voter record does not have a value for a specific data element, the column will be empty.

Sr Num Column Name Column Header Description 1 First Name First Name First name of the voter 2 Middle Name Middle Name Middle name of the voter 3 Last Name Last Name Last name of the voter 4 Suffix Suffix Suffix of the voter 5 Residence Address Residence Address Residence address of the voter. For standard of non-standard addresses, this will be a String- concatenated value 6 Residence City Residence City City of the voter’s residence address 7 Residence State Residence State Residence State of the voter’s residence address (always “MS”) 8 Residence Zip Residence Zip Zip (and Zip Plus where available) of voter’s residence address 9 Residence County County of Residence County that the voter record belongs to 10 Mailing Address Mailing Address Mailing address of the voter 11 Mailing City Mailing City City of the voter’s mailing address 12 Mailing State Mailing State State of the voter mailing address 13 Mailing Zip Mailing Zip Zip (and Zip Plus where available) of voter’s mailing address 14 Registration Date Registration Date Date of Registration of the voter record in mm/dd/yyyy format 15 Voter Status Voter Status Status of the voter (i.e., Active, Inactive, Pending, or Purged) 16 Last Vote Date Last Vote Date Date last voted of the voter in mm/dd/yyyy format 17 Selected Districts District type code The number of these columns will depend on the number of districts selected for output. Each of these columns will have the district type code (example SEN for Senate) in the header and the district code (like 45, 4, etc.) in the voter record row. 18 Voting Dates with Party Code Vote Date This section will have the Voting History (dates of the elections they voted in) for the voter, in descending order (latest voted date first). If the election date is for a primary election, the party code will be attached to the voted date in parentheses (example 06/06/2006 (DEM)). Each voter may have a different number of such

columns depending upon the number of time they had voted during the specified date range.

History

• Source: Miss. Code Ann. § 23-15-165.

1 Miss. Admin. Code Pt. 10, R. 7.3 Statewide Elections Management System

A uniform voter registration form (Exhibit E) shall be used by all registrars for registering citizens who enter the registrar’s office. The form is available through the Statewide Elections Management System (SEMS).

History

• Source: Miss. Code Ann. §23-15-169.5; §23-15-39(1).

Chapter 8 Election Policies and Information

1 Miss. Admin. Code Pt. 10, R. 8.1 Mississippi Guide to Elections

Mississippi Guide to Elections is a comprehensive guide to the election process in Mississippi which is forwarded to all Circuit Clerks and Municipal Clerks, County Election Commissions and State Party Executive Chairs for their reference needs.

History

• Source: Miss. Code Ann. §23-15-1 through §23-15-1111 (1972).

1 Miss. Admin. Code Pt. 10, R. 8.2 Voter Identification for Unverified Voters

On election day, poll workers must require unverified voters to present one of the following forms of identification:

1. A current and valid photo identification; or 2. A copy of a current utility bill, bank statement, government check, paycheck, or other government document that shows the name and address of the voter.

Unverified voters who do not present identification as required under HAVA may cast an affidavit (provisional) ballot.

History

• Source: Miss. Code Ann. §23-15-169.5 (1972); P.L. 107-252 (2002).

1 Miss. Admin. Code Pt. 10, R. 8.3 Ballot Bags

The term “ballot box” includes any ballot bag or container of a type that has been approved for use in elections by the Secretary of State. Such ballot bags or containers may be used for any purpose for which a ballot box may be used under the provisions of law regulating elections in Mississippi or any other purpose authorized by the rules and regulations adopted by the Secretary of State.

Ballot bag specifications: A. All ballot bags utilized in an election must be comprised of a sufficient material and security system so as to prevent ballots from being tampered with before, during or after the conduct of the election. B. Procedures which document the chain-of-custody of the bag and the tracking of seals used each time the bag is opened must be incorporated into the use of the ballot bag. C. Additionally, al ballot containers must be compliant with the security, confidentiality and integrity requirements of the Help America Vote Act of 2002.

1 Mississippi Administrative Code Pt. 10, Chapter 8, Rule 8.4. County Election Commissioner Compensation. REPEALED.

History

• Source: Miss. Code Ann. §23-15-3 (1972); Senate Bill 2829 (2007 Regular Session).

Part 11 Public Lands

1 Miss. Admin. Code Pt. 11, R. 1.1 General Information

A. The terms "land" or "lands" and "property" are used interchangeably throughout these rules. Each term refers to real estate which has matured to the state because of nonpayment of taxes. Each term also includes improvements which may be situated on the property. B. References to the "Secretary of State" shall be interpreted to mean the Public Lands Division of the Office of Secretary of State and the Assistant Secretary of State for public

lands or both of them, except where a specific reference to another division of the Office of Secretary of State is made. C. References to "chancery clerk" or "tax assessor" shall be interpreted to mean the chancery clerk or tax assessor of the county in which the land (for which patent application has been made) is situated. D. References to "original owner" shall be interpreted to mean the owner of the title on the date of sale of land for taxes. E. A "patent" or "land patent" is the instrument by which the state grants public lands. Subsequent conveyances are usually made by various types of "deed." A "special patent" is a patent granted to original owners or to those claiming through the original owners, who can satisfactorily prove that ownership passed into the state because of mistake, oversight, or unintentional default. F. References to "books" or "records" maintained by the Secretary of State, whether general or specific, include manual and/or automated formats of such records. G. Many of the procedures set forth in these rules are mandated by statute. If there should be a conflict between these rules and applicable statutes, the statute will govern. H. All patents are issued with the approval of the Governor.

History

• Source: Miss. Code Ann. §§ 29-1- 21, 23, 81 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.2 Procedure Upon Receipt of Chancery Clerks' Certified Lists of Tax-Forfeited Lands

A. Each property on the list is reviewed and, if reasons are apparent why the property is not eligible for public sale, the description is marked for the attention of the Attorney General. Such reasons include, but are not limited to the following: 1. The property is situated in the 16th Section of a township. 2. The legal description of the property is indefinite or defective. 3. The property is tidelands or other publicly owned property. 4. A sale error has occurred and the property should not have been listed. B. The certified list is forwarded to the Attorney General who shall provide written approval to the Secretary of State to strike from the certified lists those lands which he determines are not the property of the state. C. When the certified list is returned to the Secretary of State by the Attorney General, the list is filed by the Secretary of State in the appropriate County Certificate Book in the Secretary of State's Office. 1. The descriptions of lands which were approved for public sale by the Attorney General shall be transcribed into the appropriate County Sales Book. The transcription into the Sales Book shall be made up in the regular order of townships, ranges and sections and shall show: a. Date of the sale [forfeiture] to the State; b. Amount of taxes due on the land; c. Damages; d. Costs; and e. Special assessments. 2. The descriptions of lands which were determined by the Attorney General not to

be the property of the State will be stamped in red ink: "Stricken Off: Approval of the Attorney General [reason therefor]," where they appear on the list in the County Certificate Book. a. The Secretary of State shall transmit a list of lands thus stricken to the chancery clerk and give written notice to the county assessor that such lands have been stricken from the list of lands forfeited to the state for nonpayment of taxes. D. If, after completion of the procedures set forth in Sections A through C above, information is received which indicates that a property should be stricken from the County Certificate Book and the County Sales Book, the Secretary of State shall seek the approval to strike from the Attorney General and, if authorized by the Attorney General, strike the property and notify the chancery clerk and assessor that the property has been stricken. E. The Secretary of State may, with the approval of the Governor, dispose of any state forfeited tax land by sealed bids after three (3) weeks' advertisement in a newspaper in the county in which such land is located. Miss. Code Ann. § 29-1- 37(2). F. The Secretary of State may, at his discretion, advertise any lands approved for public sale by the Attorney General and upon which applications to purchase have been received, in any other manner he deems suited to attract the optimal price for same. The application of the highest bidder in such instances shall have priority. a. At any time properties are offered by the methods set forth in Rule II E. and II F. above, the Secretary of State shall reserve the right to reject any and all offers to buy.

History

• Source: Miss. Code Ann. §§ 29-1- 37, 21, 27, 31 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.3 Requirements for Purchase of Tax-Forfeited Lands

A. Eligibility of purchaser. The following are ineligible to purchase tax-forfeited lands: 1. Corporations (except a banking corporation holding a mortgage or deed of trust on the tax-forfeited parcel at the time it matured to the state, which mortgage is still in force and effect). 2. Nonresident aliens may not purchase more than three hundred twenty (320) acres for industrial purposes and five (5) acres for residential purposes. 3. Associations composed in whole or in part of nonresident aliens. 4. Persons who have purchased one hundred and sixty (160) acres of tax-forfeited lands in the year in which the current application is made. (See Rule IV B. 2 for exceptions to this restriction.) B. Application requirements. 1. Application to purchase tax-forfeited lands shall be made on forms prescribed by the Secretary of State and available from his office, county tax assessors and chancery clerks. The application shall request the following information: a. A description of the land to be purchased; b. Name and address of record owner of land at the time of forfeiture to the state; c. Name and address of person(s) to whom land was assessed at time

of forfeiture to the state; d. Whether the land is occupied, and if so, by whom and for what purpose; e. The value of the land and the nature and value of improvements to the land; f. Approximate quantity and value of marketable timber on the land; g. The price the applicant is willing to pay for the property; h. Any other information required by the Secretary of State with the approval of the Governor; and i. The name, address, and telephone number of the applicant. 2. The completed application must be signed by the applicant, notarized and returned to the Secretary of State with a two dollar and fifty cent ($2.50) application fee. 3. Applications will be accepted after the date the property certifies to the State. Applications received before that date will be returned.

History

• Source: Miss. Code Ann. §§ 29-1- 37, 73, 75 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.4 Special Provisions for State Agencies, Counties, Municipalities or Political Subdivisions of the State

A. The Secretary of State, with the approval of the Governor, may transfer lands to any other state agency, county, municipality or political subdivision of the state, which may then retain or dispose of said lands as provided by law. Miss. Code Ann. §29-1- 21 and §29-1-51. B. State agencies, counties, municipalities or political subdivisions shall have priority over all other applicants except the original owners, his heirs or assigns. Completed applications to purchase or requests for transfer by state agencies, counties, municipalities or political subdivisions shall be given priority in the order in which they are received.

History

• Source: Miss. Code Ann. §§ 29-1- 21, 51 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.5 The Application Process

A. Review by the Secretary of State. Applications shall be reviewed by the Secretary of State to determine if they have been fully and accurately completed and are accompanied by proper payment. Applications determined to be incomplete, illegible or defective shall be returned to the applicant with written reasons for said return. B. Applications determined to be complete and accepted shall be stamped, marking the date of receipt and processed in the order in which they are received. Miss. Code Ann. § 29- 1- 37. (But note Rule IV, Rule V D. and Rule VII.) a. The property described in the application shall be located in the County Sales Book to verify state ownership. i. The applicant shall be notified if the property does not appear in the County Sales Book, if the property descriptions do not match precisely, or

if the property has been sold. b. The Secretary of State shall verify that the applicant is eligible pursuant to Rule III A. However, the following persons are excepted from the 160-acre per year limitation set forth in Rule III A. 4. (Miss. Code Ann. § 29-1- 73): i. Original owner, his heirs, and executors or administrators; ii. The mortgagee of the land at the time that the title matures in the State; iii. Board of drainage commissioners of any drainage district in the purchase of lands situated in such drainage district; and iv. The United States government under the provisions of laws authorizing the sale of such lands.

History

• Source: Miss. Code Ann. §§ 29-1- 37, 73 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.6 The Patent Process

A. Applications to purchase, once accepted by the Secretary of State as complete, shall remain on file at least thirty (30) days before same are finally approved or disapproved (Waiting Period). Miss. Code Ann. (1972) § 29-1-37. B. During the thirty (30) day waiting period, the Secretary of State shall ascertain the current fair market value of the Parcel, using one or both of the following methods: a. the Secretary of State shall request the county tax assessor to certify in writing the current fair market value of the Parcel and any improvements thereon, to the best of his information and belief, and/or b. the Secretary of State may obtain an appraisal report of the real estate from a real estate appraiser chosen by the Secretary of State. The Secretary of State, in selecting a real estate appraiser, shall give preference to residents of the county in which the property is situated. C. After a Parcel is certified to the State, the Secretary of State will send by first class U. S. Mail a notification to the original assessed owner at his address as shown on the List of Land Certified to the State by the Chancery Clerk. The notification will include the parcel number and property description as shown on said List of Land Certified to the State and will state in substance that (1) the Parcel has forfeited to the State of Mississippi, (2) the property can be purchase from the State, (3) the address, telephone number and e-mail for contacting the Office of the Secretary of State to arrange for purchase of the Parcel, and (4) the failure to contact the Office of the Secretary of State within fifteen (15) days may result in the property being sold to another applicant. D. If an application to purchase is received from the original assessed owner, his heirs, executors or administrators, or the mortgagee, and is found to be valid, that applicant takes priority subject to the provision of Rule 1.6 H. E. Subject to the right of a governmental entity requesting a transfer under Rule 1.4 and the right of the original assessed owner, his heirs, executors or administrators, or the mortgagee under Rule 1.6 D, the application of an owner of property adjoining a tax forfeited Parcel (Adjoining Owner) shall be given priority for the purchase of the tax forfeited Parcel subject to the provisions of Rule 1.6 H. If more than one Adjoining Owner applies for the purchase of a tax forfeited Parcel, then priority among Adjoining Owners shall be accorded to the Adjoining Owner offering the highest purchase price for

the Parcel. The priority of the Adjoining owner is contingent on his filing a completed application before the Secretary extends an offer to sell to another applicant. It is responsibility of any Adjoining owner to identify and apply for a Parcel to be accorded this priority. The Secretary of State is under no obligation to give notice to any Adjoining Owner prior to selling a Parcel. F. If no such application to purchase a Parcel as described in Sections D and E immediately preceding or a transfer request in Rule 1.4 is received by the Secretary of State, the priority for all other applicants will be determined by the order in which completed applications are received by the Secretary of State. G. The Parcel shall first be offered to the applicant having the highest priority under these Rules. The Sales Price of a Parcel purchased on application shall be determined, using the fair market value of the Parcel as established pursuant to Rule 1.6 B and the criteria set forth for TIERS I, II and III below. An applicant which is the original assessed owner, his heirs, executors, administrators, or the mortgagee shall be offered the Parcel at the Sales Price derived under TIER I, II and III, below. Any other applicant shall be offered the Parcel at the greater of the Sales Price derived under TIER I, II and III below, or at the highest price offered in any application for the Parcel on file at the time the offer is extended. a. TIER I criteria shall be applied for all applications received with in three (3) years from and after the expiration of the right of redemption from the county tax sale (date Matured to the State) and may be applied at any time thereafter in the sole discretion of the Secretary of State. The TIER I Sales Price is i. for an applicant which is the original assessed owner, his heirs, executors or administrators, or holders of a mortgage interest in the Parcel— twenty-five percent (25%) of the fair market value as determined under Rule 1.6 B. ii. for an applicant which is the Adjoining Owner— twenty-five percent (25%) of the fair market value as determined under Rule 1.6 B. iii. for all other purchasers— fifty percent (50%) of the fair market value as determined under Rule 1.6 B. iv. The following additional amounts may be added to the Sales Price derived under TIER I: 1. any amounts allowed under Section 29-1- 145

of the Miss. Code Ann. (1972) due or paid by the Secretary of State, and 2. any special drainage district assessment or special municipal benefit assessment secured by a lien on the Parcel and which was not abated or cancelled by the tax sale. Miss. Code Ann. (1972) §29-1- 97

1 § 29-1-145. State reimbursement of county or municipality for maintenance costs of land to be sold for unpaid taxes. The chancery clerk or municipal clerk shall report to the Secretary of State any reasonable costs incurred by the county or municipality in maintaining unredeemed lands sold for taxes while those lands remain unsold. * * * In no event shall the maintenance costs allowed the county or municipality exceed the market value of the lands or the purchase money received from the sale of those lands.

v. Where the Parcel is Blighted, the Secretary of State may allow credit (Credit Allowance) for all or a part of the cost, cleanup, repair or remediation against the Sales P rice of the Parcel derived under TIER I. For purposes of this Rule, Blighted shall mean land, improvements or personal property situated thereon, which are in such derelict and dilapidated condition constituting a significant environmental, health or safety hazard such that the cost or cleanup, repair and remediation represent a significant percentage of the fair market value of the Parcel. By way of example, but not by limitation, credit may be given for demolition and disposal of dilapidated structures, removal of rubbish such as appliances and tires, and removal of regulated environmental hazards. Credit will not be allowed for mowing of grass, pruning of vegetation or removal of litter. 1. No Credit Allowance shall be given against purchase price unless the purchaser and Secretary of State have entered an agreement in advance and in writing. 2. The agreement for Credit Allowance shall, at a minimum, set forth a detailed scope of work, the time frame for completion of the work, the amount of the Credit Allowance, and the method for final approval and acceptance of the work by the Secretary of State. 3. Said agreement shall provide that failure to complete the agreed scope of work within the time allowed shall result in the termination of the agreement and cancellation of the sale of the Parcel, and may contain such other terms and conditions as the Secretary of State deems advisable. vi. In no event, shall the Sales Price derived in TIER I be less that the Sales Price derived under TIER II. b. TIER II criteria will be applied for applications received more than three (3) years after the Parcel Matured to the State unless the Secretary of State in his sole discretion determines that TIER I criteria should be applied. The TIER II Sales Price is For all purchasers— ten percent (10%) of the fair market value as determined under Rule 1.6 B plus— i. all reimbursable taxes and fees pursuant to Section 29-1- 93 and Section 29-1- 95 of the Miss. Code Ann. (1972), (Reimbursable taxes include four (4) years of back taxes. Reimbursable fees include Chancery Clerk and Sheriff fees. Fees are not reimbursed on any Parcel sold by the Secretary of State more than ten (10) years of after the date the Parcel Matured to the State.), ii. any maintenance costs for the Parcel, paid under Section 29-1- 145 of the Miss. Code Ann. (1972), and

iii. any special drainage district assessment or special municipal benefit assessment secured by a lien on the Parcel and which was not abated or cancelled by the tax sale. Miss. Code Ann. (1972) §29-1- 97. c. TIER III criteria may in the sole discretion of the Secretary of State be applied for applications received more than Six (6) years after the Parcel Matured to the State. i. In the event that the Secretary of State determines that the a Parcel cannot be sold for the price established in TIER II, then the Secretary of State may sell and dispose of such Parcel for any consideration he may deem reasonable, irrespective of the amount of taxes for which same was sold. However, in no event, shall the Sales Price of a Parcel be less than the amount that the Secretary of State has paid as maintenance costs in Section 29-1- 145 of Miss. Code Ann. (1972). H. A written offer to sell at the price derived under Rule 1.6 G shall be forwarded to the applicant having the highest priority under these Rules, with instructions to remit payment in full within fifteen (15) calendar days of said offer. Unless an extension of time is granted under Rule 1.6 H a, failure to reply and remit payment within fifteen (15) calendar days shall result in the applicant’s loss of priority under Rule 1.6 D E & F and his application will be accorded the lowest priority under Rule 1.6 F. Failure to reply or remit payment within thirty (30) calendar days shall result in the application being rejected and the Secretary of State will be under no obligation to the applicant. a. An extension of time for payment of the Sales Price may be granted in the sole discretion of the Secretary of State. b. Payment of the Sales Price shall be made in full by certified check or money order delivered within the time provided in Rule 1.6 H to the Office of the Secretary of State at 125 South Congress Street, Jackson, Mississippi 39201-3300 or by U. S. Mail to Post Office Box 136, Jackson, Mississippi 39205. c. If an application is canceled for failure to reply or to remit the Sales Price, applicant may re-file, but no more than three (3) times. Subsequent applications shall not qualify for priority pursuant to Rule 1.6 D and E. d. If for any reason, an applicant fails to reply or refuses to pay to the Secretary of State, within the time provided in Rule 1.6 H, or any extension thereof under Rule 1.6 H a, the Sales Price for a Parcel, his application will be canceled, and, the Parcel will be then be offered to other applicants based on established priorities and in the order in which applications were received.

History

• Source: Miss. Code Ann. (1972) §§29-1- 5, -33, -35, -37, -51, -57, -93, 95, -97 and -145.

1 Miss. Admin. Code Pt. 11, R. 1.7 Issuing the Patent

A. The property description contained in the application shall be compared with the description in the appropriate County Certificate Book and County Sales Book to verify they are precisely identical.

B. The patent shall be prepared completely and accurately and then signed by the Secretary of State and forwarded to the Governor for his approval and signature. C. Special patents must also be signed by the Attorney General. D. The patent shall be recorded in the County Certificate Book and the County Sales Book. E. Notification of Tax Assessor and Chancery Clerk a. The Secretary of State shall forward a letter to the chancery clerk which contains the following information: i. The description of the property; ii. The date of the patent; iii. The name of the person or entity to whom the patent was issued; and iv. The amount paid for the property, if any. Miss. Code Ann. § 29-1- 83. b. A copy of the aforementioned letter, together with a copy of the patent, shall be forwarded to the tax assessor within thirty (30) days of the date of the patent. F. The original patent shall be forwarded to the successful applicant (now the patentee) with the following instructions: Current law requires that you file this patent for recording with the chancery clerk of the county in which this land is located within six (6) months from the date of issuance or this patent will be null and void and of no effect. MISS. CODE ANN. § 29-1- 81(1972). Purchase money will not be refunded to you if you fail to file this patent within six (6) months, and the property will be subject to re-sale by the State. [Final adoption of proposed Rule VII.F. pending.] G. Unsuccessful applicants for the property, if any, shall be notified of the cancellation of their respective applications, and those applications shall be withdrawn, canceled, and filed in the canceled applications file. Unsuccessful applications shall be retained three (3) years, after which they may be destroyed. H. The patent, together with the successful application, transfer request, or highest bid shall be filed numerically in the permanent patent file.

History

• Source: Miss. Code Ann. §§ 29-1- 25, 81 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.8 Special Patents

A. The Secretary of State shall make reasonable efforts to locate and notify persons eligible for a special patent to land for which an application for patent has been received. B. The Secretary shall notify the applicant if he appears to be eligible for a special patent. C. Persons eligible for a special patent include: 1. The original owner, his heirs, executors, or administrators; 2. Mortgagee at the time title matured in the state. D. An applicant eligible for a special patent shall be advised of the following required documentation and procedures: 1. To qualify for issuance of a special patent, the applicant must show the nonpayment of taxes was due to a "mistake, oversight, or unintentional default." Miss. Code Ann. § 29-1- 25. 2. The applicant must submit to the Secretary of State an affidavit stating: a. That the applicant is claiming the property, and b. That the failure to pay taxes was due to some mistake, oversight or unintentional default, and stating with

specificity the nature of such mistake, oversight or unintentional default. 3. The affidavit must be accompanied by a certified letter from the chancery clerk attesting that all taxes have been paid for the ten (10) year period preceding the current year, excepting the one year in which default resulted in forfeit. 4. The application shall be forwarded to the Attorney General who shall determine whether the applicant is eligible for a special patent. 5. A successful applicant shall be notified in writing of the favorable decision and required to pay the special patent fee of $25.00. The application procedure shall thereafter proceed as set forth at Rules VI and VII above. 6. An unsuccessful applicant shall be notified in writing of the Attorney General's decision and reasons for same. The application procedure shall thereafter proceed as set forth at Rules VI & VII above.

History

• Source: Miss. Code Ann. § 29-1- 25 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.9 Rescission of Fraudulent or Erroneous Land Purchases and Cancellation of Related Patents

A. A request for cancellation of patent shall be made in writing by the patentee and shall be forwarded to the Secretary of State together with the original patent and a cancellation fee of fifty ($50.00) dollars, payable by certified check or money order. B. The Secretary of State shall investigate the case and report to the Attorney General. C. If the Attorney General verifies that the lands patented did not belong to the state, the Secretary of State shall cancel the patent and refund the amount paid to and retained by the state for the patent. D. The Secretary of State shall notify the chancery clerk, the tax assessor and the patentee of the cancellation of patent. E. The refund to the patentee shall be issued by the Secretary of State (Finance Office). (Refunds are barred after six (6) years.)

History

• Source: Miss. Code Ann. §§ 29-1- 85, 87 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.10 Duplicate Patent

A. When any patent made by the Secretary of State shall be lost or destroyed, upon the application of the person interested, the Secretary of State may make a duplicate patent to the same person to whom the original patent was made. A request for a duplicate patent shall be made in writing and shall be accompanied by a fee of twenty-five ($25.00) dollars, payable in certified funds or by money order. B. The duplicate patent shall be marked “Duplicate,” and shall have the same effect as the original patent. The date of the duplicate patent shall be the same as the date of the original patent.

C. Any patent not filed for recording with the chancery clerk within six (6) months from the date of issuance shall be null and void and of no effect. MISS. CODE ANN. § 29-1- 81(1972). The Secretary of State will not issue a duplicate patent unless the written request is received in his office less than six (6) months after the date of the original patent.

History

• Source: Miss. Code Ann. §§ 29-1- 81, 111 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 1.11 Applications Made Prior to 1980

All applications to purchase tax-forfeited lands dated December 31, 1979 or before, and still appearing on the record books of the division as outstanding and unprocessed, shall be canceled immediately without further notice to or correspondence with the applicant.

Should the applicant at a later date wish to purchase the tax-forfeited lands, he will be required to complete a new application and conform to all existing processing procedures. He will be given priority above all applicants except owner/heirs other state agencies, counties, municipalities or political subdivisions of the state.

History

• Source: Miss. Code Ann. § 29-1- 111 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 2.1 Intent

The intent and purpose of these rules is: A. To aid in fulfilling the public trust responsibilities of the State of Mississippi for the administration, control and leasing of public trust tidelands; B. To ensure maximum benefit of public trust tidelands for all citizens of the State of Mississippi; C. To ensure public access to public trust tidelands; D. To administer, manage, protect, enhance and restore public trust tidelands so that the public purposes to which they are devoted can be accomplished. These purposes include, but are not limited to, navigation; transportation; commerce; industry; fishing; bathing, swimming and other recreational activities; development of mineral resources; environmental protection and preservation; the enhancement of aquatic, avarian and marine life; and sea agriculture; E. To ensure that all public and private occupants of public trust tidelands who are not statutorily exempt provide adequate compensation for the privilege of such occupancy.

History

• Source: Miss. Code Ann. § 29-15-3 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 2.2 Definitions

As used in these rules, the following terms shall have the definitions indicated. A. Activity: (i) the dredging, excavating or removing of soil, mud, sand, gravel, flora, fauna or aggregate of any kind from any public trust tideland; (ii) the dumping, filling or depositing of any soil, stones, sand, gravel, mud, aggregate of any kind of garbage, either directly or indirectly, on or in any public trust tideland; (iii) killing or materially damaging any flora or fauna on or in any public trust tideland; (iv) the erection on public trust tideland of structures which materially affect the ebb and flow of the tide; (v) the erection of any structure or structures on suitable sites for water dependent industry; (vi) any exclusive use of the public trust tidelands by anyone for some benefit; (vii) any use that alters the character and, therefore, the value of the public trust tidelands; (viii) any commercial use of the public trust tidelands (excluding commercial fishery operations); (ix) any construction of buildings or wharves, docks, or permanent or semi-permanent structures; and any exclusive economic use of riparian/littoral public trust tidelands by the upland property owner not specifically defined or "granted" as riparian/littoral "rights" pursuant to M.C.A. § 49-27-7(e). B. Applicant: Any person making application for a lease of public trust tidelands. C. Aquaculture: The rearing of any plant or animal during all or any part of its life cycle in an aquatic environment. D. Assignee: A person to whom a transfer or assignment of some interest in property is made. E. BMR: Mississippi Department of Wildlife, Fisheries & Parks, Bureau of Marine Resources.

F. Claimant: Any person who asserts an ownership interest in public trust tidelands adverse to the State of Mississippi as Trustee. G. Coastal Wetlands Law: Mississippi Coastal Wetlands Protection Law, M.C.A. § 49-27-1 et seq., effective from and after July 1, 1973. H. Dry land: Land which is above the mean or ordinary high tide line; fast lands or uplands. I. Easement: A nonpossessory interest in public trust tidelands created by a grant or agreement which confers the limited right, liberty and privilege to use said public trust tidelands for a specific purpose and during a specific time. J. Ecology: Living things in relation to each other and to their environment. K. Lease: An interest in public trust tidelands designated by a contract creating a landlord-tenant relationship between the State of Mississippi as landlord or lessor and the applicant as tenant or lessee whereby the Secretary of State, with the approval of the Governor, grants and transfers to the applicant the use, possession and control of specified public trust tidelands, for a determinate number of years, with conditions attached, at a specified rental. L. Leaseholder: Person who has an estate in public trust tidelands from the State of Mississippi through an instrument of lease executed with the Secretary of State; lessee. M. Leasehold interest: The interest which the leaseholder has in the value of the lease itself. N. Leasehold value: The value of the leasehold interest. O. Littoral: Pertaining to property abutting an ocean, sea or lake rather than a river or stream (see riparian). P. Market value: The most probable price in terms of money which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Q. Mean High Water: The arithmetic mean of all the high waters occurring in a particular nineteen-year tidal epoch period or for a shorter period of time after corrections are applied to the short term observations to reduce these values to the equivalent nineteen-year value. R. Net adverse impact: Any degree of overall reduction or loss of public trust tidelands and/or tidelands functions after mitigation is completed. S. Occupancy: Any act of possession. T. Person: A natural person, partnership, joint stock company, corporation, unincorporated association or society, or the state and any agency thereof, or any county, municipality, or political subdivision, or any other corporation of any character whatsoever. U. Public access: Direct and free access by members of the general public to the lands and waters and their waterbottoms which constitute the public trust tidelands, or the portion thereof which is the subject of a lease. V. Reclamation: The process of restoring land which has become submerged or artificially altered fast land to its original botanic and/or geological condition. W. Riparian: Pertaining to property abutting a river or stream rather than the ocean or sea (see littoral).

X. Submerged land or submerged waterbottoms: Lands which remain covered by waters, where the tides ebb and flow, at ordinary low tides. Y. Tidelands: Those lands which are daily covered and uncovered by water by the action of the tides, up to the mean line of the ordinary high tides. Z. Upland: Land which is above the mean high tide line; dry land or fast land. AA. Use: To serve for any purpose of an occupant or lessee.

History

• Source: Miss. Code Ann. §§ 29-15-1 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 2.3 Scope and Effective Date

A. These rules apply only to the administrative control and leasing responsibilities of the Secretary of State regarding public trust tidelands. They do not apply to activities under the respective jurisdictions of the Department of Environmental Quality and/or the Department of Wildlife, Fisheries & Parks. These rules are considered cumulative; a person desiring a lease or affected by an administrative decision pursuant to these rules should consult other applicable federal, state and local laws and/or rules and regulations. B. These rules are prospective in their application and shall not affect previously issued easements or leases concerning public trust tidelands. Fees and lease fees required under existing leases are not subject to the lease fee calculations set forth in these rules until the expiration(s), termination(s) and/or cancellation(s) of those leases, unless otherwise set forth in the existing lease contract.

History

• Source: Miss. Code Ann. §§ 29-1- 107 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 2.4 Management Policies and Evaluation Criteria

(Amended effective October 5, 2007)

Evaluations of proposed activities on public trust tidelands, and applications to approve, approve with modifications or conditions, or deny applications to lease public trust tidelands will be based on the provisions of the Public Trust Tidelands Act (MCA §29-15-1 through 23, MCA §29-1- 107), and the following management policies and evaluation criteria. A. Management (1) All activities must comply with the public policy of this state which favors the preservation of the natural state of the public trust tidelands and their ecosystems and prevents the despoliation and destruction of them, except where a specific alteration of specific public trust tidelands would serve a higher public interest in compliance with the public purposes of the public trust in which such tidelands are held. (2) In deciding whether to lease for a proposed commercial or industrial project, the Secretary of State will favor the location of such projects in existing, developed commercial or industrial sites in urban settings over their location in rural, residential and/or environmentally sensitive sites. (3) In order to protect public beaches and public access to public beaches and adjoining tidelands, the Secretary of State will not grant a lease for any

commercial or industrial activity adjacent to (south or waterward of) public beach areas or areas used by the public for swimming, bathing or fishing, where there exists a public seawall but no beach. Public Access to Public Trust Tidelands will be a high priority in the consideration of any new lease request. (4) The ability of Keesler Air Force Base to conduct its mission is a vital public interest to the State of Mississippi and the Mississippi Gulf Coast. It is the policy of the Secretary of State to protect the base from any action that could diminish its ability to conduct its mission. No lease will be granted if associated structures and/or activities would encroach on the designated air space or threaten the viability of the base. The Secretary of State may consult with military, federal, state and local officials, as appropriate, to make that determination. (5) In order to protect the integrity of the ecosystems of the Mississippi Coastal Preserves, the Secretary of State will not favor a lease for any commercial or industrial activity in any of the Mississippi Coastal Preserves areas as depicted by that certain map of estuarine preserves delineated by the Department of Marine Resources in cooperation with the Mississippi Natural Heritage Program in August, 1994 as found at http://www.dmr.state.ms.us/Coastal-Ecology/GEMS/Gems- Images/Gems_map1.gif. (6) Upon a showing of extraordinary circumstances or extraordinary benefit to the public in accordance with MCA § 29-15-1, et seq., the Secretary of State, as trustee of the public trust tidelands, may determine that a lease of specific public trust tidelands serves a higher public interest in compliance with the public purposes of the public trust than would the application of the policies set forth in Rule 4.A.1 or 5. (7) Existing structures or activities which, if proposed as new activities, would require a tidelands lease shall be brought under lease in accordance with these rules. B. Littoral/Riparian Rights (1) The state’s responsibilities to manage the public trust tidelands extend to littoral and riparian property owners who have common law and statutory rights, chiefly the right of access, as well as to the other members of the public. The Secretary of State recognizes the special position of the upland owner and, except as set forth in part (2) below, will not lease in the littoral or riparian area to parties other than the riparian or littoral owner without the riparian or littoral owner’s permission. Evidence of permission may take the form of a lease, assignment, or other written form satisfactory to the Secretary of State. (2) Pursuant to MCA §29-1- 107(4)(b)(ii), in the event the holder of a lease of public trust tidelands who is a person possessing a license under the Mississippi Gaming Control Act does not elect to either remain bound by the original term of the lease or to convert the lease to a thirty-year term, the Secretary of State may lease the state public trust tidelands that are subject of the lease to any other person or entity.

C. Leasing in Littoral and Riparian Areas (1) A public trust tidelands lease shall not be required for structures built in the riparian or littoral area pursuant to General Permits MS-GP-02 or MS- GP-04 provided that the combined area of structures (excluding access piers) and berthing areas does not exceed 1,000 square feet and so long as said structures are not used for, or in association with, commercial purposes. (See Mississippi General Permits for Minor Structures and Activities within the Coastal Counties of the State of Mississippi, Located within the Regulatory Boundaries of the Mobile District of the U.S. Army Corps of Engineers, issued Jan.5 2007 and found at http://www.sam.usace.army.mil/RD/reg/ms_gen.pdf.) (2) Leases are required of commercial and industrial applicants and for commercial and industrial use of littoral and riparian rights. (3) Nothing in these rules, however, shall be interpreted to preclude the State from imposing an additional public use on a littoral/riparian area provided such use serves a higher public purpose and has been approved by the Legislature.

History

• Source: Miss. Code Ann. §§ 29-1- 107; 29-15-1, 5; 49-27-3, 59 (Rev. 2007).

1 Miss. Admin. Code Pt. 11, R. 2.5 Lease Procedure

(Sections A. and C. amended effective March 12, 2001)

A. Any person who occupies public trust tidelands and whose activities thereon are not eligible for a lease exemption pursuant to Rule 4.C.(1), or statutorily exempt, must obtain a lease from the State of Mississippi. B. Leases are divided into two categories: Standard leases and Aquaculture leases. Submerged lands, tidelands and fast lands ("reclaimed" or filled tidelands) are leased under a Standard Lease. Aquaculture activities require an Aquaculture Lease. C. Standard Lease (1) Applications for standard leases shall include the following information: a. Name, address, telephone number and social security number of applicant and applicant's authorized agent, if applicable. b. Location of property to be leased including county, section, township and range; affected waterbody; vicinity map, preferably a reproduction of the appropriate portion of the current United States Geological Survey quadrangle map. c. Satisfactory evidence of title in applicant's upland riparian property or assignment to applicant from owner of upland riparian property of riparian rights together with satisfactory evidence of title of assignor's upland riparian property, if parcel sought to be leased abuts on property which is outside the public trust. d. (1) Two prints of a survey prepared, signed and sealed by a person properly registered as a land surveyor by the Mississippi State

Board of Registration for Professional Engineers and Land Surveyors with the following requirements: (i) Utilizing an appropriate scale on paper of a size adequate to provide sufficient clarity and detail; (ii) Showing the line of mean high tide, if any; (iii) Showing water depths; (iv) Showing the location of shoreline and submerged vegetation, if any; (v) Showing the location of any proposed structures and all existing structures, if any; (vi) Showing the applicant's or assignor's upland parcel property lines, if property to be leased abuts on property which is outside the public trust; (vii) Showing the primary navigation channels or direction to the center of the affected waterbody; and (viii) Including a legal description for area to be leased. e. A non-refundable application processing fee in the amount of $150.00. (2) Terms and conditions of a standard lease in addition to those set forth above, shall include, but not be limited to: a. Except as provided in Rule 5.C.(2)c.(iii)(c) of these rules, the term of the lease, which shall not exceed the statutory maximum (currently 40 years). An option to renew for an additional period not to exceed 25 years may be granted. b. A provision granting the lessee a prior right, exclusive of all other persons, to re-lease as may be agreed upon between the lessee and the Secretary. c. The amount of the annual rent which shall be based on the following: (i) Leases to pre-1973 occupants of public trust tidelands (Category 1 Standard Lease) will require an annual rental payment which is equal to the ad valorem taxes on the value of the land, excluding the value of any privately owned improvements thereon, at the time the lease is executed. (a) If the lessee expands his use by more than 50%, then he will automatically and immediately become a Category 2 Standard Lease lessee and will be required to make annual rental payments according to Category 2 Standard Lease computation. (b) Category 1 Standard Leases are freely transferable for a period of 15 years or until July 1, 2003, whichever period is less. After the expiration of said lesser period, the lease

becomes a Category 2 Standard Lease and the lessee must make annual rental payments according to that calculation. (c) In the event that the public trust tidelands to be leased, or any portion of them, are not on the tax rolls, the lessee must make annual rental payments for such portion according to Category 2 Standard Lease rental calculation. (d) Category 1 Standard Leases shall be effective December 31 of the year in which they are negotiated; ad valorem property taxes must be paid for that year to the appropriate taxing authority. (ii) Leases to post-1973 occupants of public trust tidelands will require an annual rental payment which shall be negotiated but which in no event shall be less than 3.3% of market value for fast lands and 7¢ per square foot for submerged lands or tidelands. (a) The market value of fast lands is the appraised value of the property as shown on the tax rolls of the county or other taxing authority. Tidelands which are fast lands and which do not appear on the tax rolls will be appraised and added to the county's tax roll by the county tax assessor. (b) If the tax roll shows the parcel as a combination of public trust tidelands and privately owned land, market value of the public trust tidelands is that percentage of the appraised value of the parcel as a whole that equals the ratio of public trust acreage to the acreage of the parcel as a whole. (iii) Leases for structures built prior to March 31, 1989, by residential condominium associations shall be exempt from the payment of annual rent provided the following conditions are met. (a) The structure or facility shall be used only for non- commercial or residential boating, bathing or fishing in association with the condominium’s non- commercial or residential activities, and shall be limited to uses for which the structures or facility was originally built. (b) If repaired, rebuilt or improved, the structures or facility may be no larger than that which existed prior to March 31, 1989. (c) Notwithstanding the provisions of Rule 5.C (2) a., the term of the lease shall not exceed 15 years, and

an option to renew for an additional period not to exceed 10 years may be granted. (d) Notwithstanding the provisions of Rule 5.C (2) h., sublease and assignment shall be prohibited. d. A provision for review and rent adjustments at each five year anniversary, based upon updated county or municipal tax rolls for Category 1 Standard Leases, and based upon the All Urban Consumer Price Index - All Items (CPI), or an appraisal paid for by the lessee, whichever would indicate the greater increase for Category 2 Standard Leases. Said appraisal must deduct the value of any improvements belonging to the lessee which substantially enhance the value of the property. e. A casualty clause providing that in the event of destruction by natural causes of improvements on the leased premises, the lessee may opt to terminate the lease agreement, provided he leaves the property in a condition equal to or better than its condition at the inception of the lease. f. A provision requiring the lessee to maintain a policy of liability insurance and to indemnify and hold harmless the lessor from and against all claims for damages or injuries, no matter how caused. g. A provision that in the event of the death of the lessee, the lease shall descend to his heirs at law who may assume the lease, its rights, duties and obligations. h. Except as provided in Rule 5.C.(2)c.(iii)(d) of these rules, the right to assignment or sublease, upon written approval of the Secretary of State, which approval shall not arbitrarily be withheld. (Cf. Rule 5.C.(2)c.(i)(b). i. A provision guaranteeing public access during the term of the lease if public access is afforded at the time the lease is contracted or if the lease is for a new activity, unless the lessee is a qualified industrial applicant. Industrial applicants who are unable to afford meaningful public access to the premises may seek a waiver of this requirement. However, leases which fail to provide such public access are to be discouraged. D. Aquaculture Lease (1) Applications for aquaculture leases shall include the following: a. Name, address, telephone number and social security number of applicant; b. Legal description and acreage of parcel sought to be leased; c. Two prints of a survey of the parcel sought to be leased prepared, signed and sealed by a person properly registered by the Mississippi State Board of Registration for Professional Engineers and Land Surveyors or an agent of the federal government acceptable to the Secretary of State; d. Description of the aquaculture activities to be conducted, including whether such activities are to be experimental or

commercial, and an assessment of the current capability of the applicant to conduct such activities; e. Statement setting forth the reasons such a lease would be in the public interest; f. A list of the names and addresses of all claimants of littoral or riparian rights in or adjacent to the parcel to be leased, and all lessees of adjacent or contiguous properties; g. Statement of the impact of the proposed use of the public trust tidelands sought to be leased on the ecology of the area; h. A $150.00 non-refundable application processing fee. (2) Each aquaculture lease shall include the following terms and provisions, but not in limitation thereof: a. The term of the lease which shall not exceed the statutory term, with an option to renew. b. The amount of the annual rent which shall be negotiated but which in no event shall be less than $25.00 per acre to be paid at the time of the execution of the lease and on each successive anniversary date thereof. c. A provision for payment of the variable portion of lease fee, if any, at the end of lessee's fiscal year. d. The disposition to be made of all improvements and animal and plant life upon the termination or cancellation of the lease. e. The right to assignment or sublease, upon approval of the Secretary of State. f. Casualty clause providing that in the event of destruction by natural causes of the aquaculture venture on the leased premises, the lessee may opt to terminate the lease agreement, provided he leaves the property in a condition acceptable to the lessor, or in its natural state. g. A clause assuring that lessee will maintain adequate casualty insurance, the proceeds of which will be used for salvage operations in the event of catastrophic destruction. (3) The parcel leased shall be identified, well marked and shall have, except when it will interfere with the development of the animal and plant life being cultivated by the lessee, reasonable public access for boating, swimming and fishing. All limitations on the public use of the parcel leased as set forth in the lease shall be clearly posted in conspicuous places by the lessee. Each parcel leased shall be marked in compliance with the rules and regulations of the U.S. Coast Guard and the U.S. Army Corps of Engineers.

History

• Source: Miss. Code Ann. §§ 29-1- 107, 29-15-7, 11, 49-27-57, 59 (Rev. 2007).

Part 12 Regulation and Enforcement - Preneed Funeral Service and Mdse. and Perpetual Care Cemeteries Regulation

Chapter 1 Definitions Rule 1.1 Act. As used herein, all references to “Act” or “the Act” shall mean the “Preneed Cemetery and Funeral Registration Act” and any amendments thereto.

1 Miss. Admin. Code Pt. 12, R. 1.2 Contract Beneficiary

As used herein, all references to “Contract Beneficiary” shall mean the person upon whose death will initiate the performance of a preneed contract.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 1.3 Division

As used herein, all references to “Division” or “the Division” shall mean the Regulation and Enforcement Division of the Mississippi Secretary of State’s Office.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 1.4 Establishment

As used herein, all references to “Establishment” or “Preneed Establishment” or “Registered Establishment” shall mean the funeral home, cemetery, or other providers of preneed merchandise and/or services that sell and shall be required to perform a preneed contract.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 1.5 Rules

As used herein, all references to “Rules” or “these Rules” shall mean the “Mississippi Preneed Cemetery and Funeral Registration Act Rules.”

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 1.6 Secretary of State

As used herein, all references to “the Secretary of State” or “Secretary of State” shall mean the Mississippi Secretary of State.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

Chapter 2 Registration Rule 2.1 Establishment Registration. Any establishment or organization which engages in the business of selling preneed merchandise and/or services shall register with the Secretary of State by filing a completed Preneed Establishment and/or Agent Registration Form (Form 10PN001) with the Division. The form shall be marked in the space designated “Initial Registration” and shall be accompanied by a registration fee of Two Hundred Fifty Dollars ($250). This “Initial Registration” shall only be completed once for each establishment registration; therefore, the Two Hundred Fifty Dollar ($250) registration fee shall only be paid once by each establishment that registers with the Division. The only reason an establishment would have to pay the Two Hundred Fifty Dollar ($250) registration fee on more than one occasion would be if, for any reason, the establishment has to re-register. All registrations expire on March 31 st of each year and must be renewed.

1 Miss. Admin. Code Pt. 12, R. 2.2 Agent Registration

Any person who engages in the business of selling preneed contracts shall register with the Secretary of State by filing a Form 10PN001 with sections A, D, and E completed. All agent applications must be sponsored by a registered establishment.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.3 Annual Report Filing

Every registered establishment shall annually submit a written report to the Secretary of State of its preneed contract sales and performance of such contracts. This report shall be filed with the Secretary of State on or before March 31 st of each year for the calendar year ending the preceding December 31 st . Annual reports shall be submitted to the Secretary of State on Form 10PN001 that is marked in the space designated “Renewal Registration & Annual Report.” A Fifty Dollar ($50) renewal of license fee shall also accompany the filing and shall be made payable to the Mississippi Secretary of State's Office.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.4 Trustee Annual Report Filing

Every trustee for a preneed funeral and/or cemetery services and merchandise trust shall annually submit a written report to the Secretary of State containing the trust activity for the previous ending calendar year. This report shall be filed on

or before March 31 st of each year for the calendar year ending the preceding December 31 st . Trustee Annual Reports shall be submitted on the Annual Trustee Report Form and marked in the space designated “Preneed Funeral/Cemetery Services & Merch. Trust.” No fee shall be submitted with this report.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.5 Change in Establishment or Agent Information

Any changes in the information provided by the establishment or agent in a registration shall be supplied to the Secretary of State in writing by completing the appropriate sections of Form 10PN001. Notice shall be supplied to the Secretary of State within thirty (30) days after such change has occurred.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.6 Change in Ownership or Control

A. The seller shall apply for change of ownership or control when: 1) The seller transfers all or a portion of the interest in any contract for prepaid funeral merchandise and services; 2) The seller transfers one or more of its establishments for providing funeral merchandise or services; 3) All or a portion of the equity ownership of a seller has been transferred that will result in a change of: a. The sale of more than fifty percent (50%) of the interest of a seller when the seller is a corporation; b. Ownership of a seller when the seller is other than a corporation; 4) The seller transfers all of its business assets relating to providing funeral merchandise or services; or 5) The seller terminates its business of providing funeral merchandise or services. B. At least fifteen (15) days before the proposed occurrence of an event described in subsection A of this rule, the seller shall file a verified change of ownership application with the Division, which shall contain the following: 1) The name and address of the seller; 2) The name and address of the organization proposing to acquire property of the seller, hereinafter referred to as the “transferee”; 3) A description of the property and of the proposed transaction, as set forth in subsection A of this section; 4) An accounting of the trust fund and all outstanding contracts, which accounting shall contain all the information required in the annual report, prepared as of a date within thirty (30) days of the required application filing date above; 5) Any required documents or amendments thereto relating to the trust fund; 6) A copy of any notice proposed to be sent to the contract buyers after the transfer; 7) A filing fee of One Hundred Dollars ($100.00); and 8) Any other information that may reasonably be required by the Division by rule or order. C. The Division must approve the change in ownership or control. The Division shall approve the seller’s application for change of ownership by written authorization if:

1. The transferee set forth in the application holds a valid, current registration under the provisions of this article; 2) The accounting required is complete, accurate, and reflects the trust fund whole and intact; and 3) All required information and documents are filed with and approved by the Division D. The Division shall have the authority by rule or order to waive or reduce any of the requirements contained in subsection B of this rule as not being necessary or appropriate in the public interest or for the protection of the contract beneficiaries. E. The seller, or its interest therein, shall remain liable for all funds and transactions to the effective date of the transfer. The buyer shall be liable for all funds and transactions thereafter. F. Any shortages in the trust fund due to the failure to properly capitalize the trust in accordance with Section 75-63-59 shall be funded by the preneed seller or new owner before closing. Nothing provided in this section shall alleviate or excuse the purchaser from exercising due diligence in the transaction before closing.

History

• Source: Miss. Code Ann. § 75-63-67 and 77 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.7 Change in Trustee or Trust Institution

In the event of any change in the investment composition of the assets of a preneed trust reflecting a redistribution of Twenty-Five percent (25%) or more of trust assets or a change in the trustee or trust institution, the Secretary of State shall be notified in writing no less than thirty (30) days after the time of such change occurs.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.8 Termination of Agents

Establishments shall notify the Secretary of State in writing within thirty (30) days after an agent has ceased employment with that establishment.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.9 Notarization

All registration forms and annual reports must be notarized.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.10 Certificate

An establishment and/or agent shall not be considered registered under the Act until the establishment and/or agent receives a certificate from the Division stating that it has satisfied the registration requirements of the Act and these Rules.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.11 Filing Dates

Any filing required by the Act or these Rules is considered timely filed by reference to the postmark when filed along with the appropriate forms, filing fee, and all other documents required by the Act or these Rules.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.12 Deficient Filings

Any filing made pursuant to the Act or these Rules may be deemed deficient if any of the following exist: A. The application is not on the proper form; B. The application is not in compliance with the Act or these Rules; C. The application is incomplete; D. The application is not signed and notarized; and/or E. The associated fee is not submitted.

When a registration application or filing is found to be deficient, the Division shall send a deficiency letter stating the grounds for noncompliance. If following the transmission of a deficiency letter, no communication is received by the Division for a period of thirty (30) days, the application or filing will be deemed abandoned and returned to the applicant.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.13 Addresses

For all correspondence to the Division including payment of fees or penalties, please mail to this address:

Secretary of State Regulation and Enforcement Division Post Office Box 136 Jackson, Mississippi 39205 The physical address is: Secretary of State Regulation and Enforcement Division 125 South Congress Street Jackson, Mississippi 39201

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

Chapter 3 Contracts Rule 3.1 Contract Forms. All preneed contracts sold shall be evidenced in writing on forms approved by and on file with the Secretary of State. No contract form can be used unless approved by the Division. Said contract forms must be accompanied by all documents required by the Act and these Rules to be provided to a contract beneficiary.

1 Miss. Admin. Code Pt. 12, R. 3.2 Complaints

All preneed contracts shall contain the following clause: “Consumer complaints may be filed with the Secretary of State by calling (601) 359-9055 or in writing at Post Office Box 136, Jackson, MS 39205.”

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 3.3 Certain Terms in Bold Type

The following terms of a preneed contract that is funded by trust shall be in bold face type: A. The percentage of funds the seller is required to trust B. The name of the trust officer; and C. The name, address, and phone number of the trust institution. These terms must also be set forth in a separate space on the contract and initialed by the contract beneficiary.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 3.4 Contract Portability

A. For Trust-funded contracts: If, for any reason, the original contract seller does not service the final needs of the contract beneficiary, no less than the amount remitted to trust with associated earnings, interest, and income shall be paid to the substitute provider or the estate of the deceased. Such payment shall be made within ten (10) days by the original provider’s trustee upon receipt of documentation of death and documentation of the substitute provider’s services and merchandise furnished to the deceased. B. For Insurance-funded contracts: If, for any reason, the original contract seller does not service the final needs of the contract insured but the policy proceeds are disbursed to the original contract seller, then the original contract seller shall remit all policy proceeds to the substitute provider or the estate of the deceased within ten (10) days of the receipt of policy proceeds.

Furthermore, all preneed contracts sold in Mississippi must contain the portability language stated above before the contract can be approved and used in this State. The effective date for Rule 3.4 shall be July 1, 2012.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 3.5 Merchandise Description Specificity

All preneed contracts must provide a sufficient, detailed description of funeral or cemetery services purchased as well as the make, model, and quality of the merchandise covered by the contract. No contract form will be approved for use if the format does not capture specific information regarding the consumer’s purchase.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 3.6 Retention of Documents

The preneed establishment or its successor shall maintain a copy of all preneed contracts entered into by the establishment for a period of the lifetime of each contract and for two (2) years after the death of a contract insured. These documents shall be maintained on the premises of the establishment and shall be maintained in an auditable format. The Secretary of State's Office recommends that these records be kept indefinitely in electronic format.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 3.7 Conversion of Funding Type

No contract that is funded by trust may be converted to an insurance policy funded contract without the prior approval of the Division.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

Chapter 4 Examination and Enforcement. Rule 4.1 Trustee. The preneed trustee must be a financial institution unrelated to the preneed provider, the seller, or a member, officer, or director of the contract provider if the contract provider is a corporation or LLC.

1 Miss. Admin. Code Pt. 12, R. 4.2 Pre-Installation of Vaults

No grave space may be opened for the sole purpose of installing a vault. Any vault purchased must be installed in the grave space at the time human remains are interred. Lawn crypts are exempt from this rule.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 4.3 Trusting requirements

Not later than the fifth day of the following month from when funds are received, the contract seller shall place in a trust account in a financial institution as defined by this article at least eighty-five (85%) of the funds received for funeral and cemetery services and merchandise.

History

• Source: Miss. Code Ann. § 75-63-59(3) and 67 (Rev. 2009).

Chapter 5 Administrative Hearing Procedures. Rule 5.1 Hearing Procedure Variance. The Secretary of State may grant variances from these Rules if it is determined that application of the Rules would, in the particular case, be

1 Miss. Admin. Code Pt. 12, R. 5.2 Severability

If any one or more of these Rules, or any part of any Rule is found to be invalid by any court of competent jurisdiction, such finding shall not affect the validity of any other Rule or the remaining content of any part of a Rule that is not found to be invalid. Further, if any one or more of these Rules, or any part of any Rule, is superseded, amended, or contradicted by subsequent legislation, such amendment or change by subsequent legislation in no way invalidates any other part of a Rule or any other Rules not addressed or impacted by subsequent legislative action.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 5.3 Oral opinions

Oral or informal opinions by the staff of the Division as to the applicability of the Act and oral or informal representations by the staff of the Division concerning the status of filings made with the Division are not binding upon the Division. Requestors can obtain a written declaratory opinion from the Division by following the procedures described in the Secretary of State’s Rule on Declaratory Opinions. A non-refundable fee of One Hundred Fifty Dollars ($150.00) must accompany each request.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 5.4 Administrative Hearing Procedures

A. Written notice shall be provided to any preneed establishment or other person against whom the Attorney General or Secretary of State intends to institute an administrative hearing pursuant to the Act or these Rules. At least twenty (20) calendar days of notice shall be given to the establishment or other person prior to the hearing unless the establishment or other person notified consents or the Division has authority to do so under applicable statute. Notice is effective on date of issue. B. Such notice shall be by certified mail, return receipt requested, and shall set forth the date, time and place for the administrative hearing and shall also designate a Hearing Officer. C. Any Party wishing to appear or introduce evidence or other testimony at the administrative hearing shall, no later than four (4) business days prior to the hearing date, file with the Hearing Officer and the opposing party a list of witnesses which it intends to call to testify or to otherwise give evidence. The list shall contain for each witness: 1) Name; 2) Residential and business address, if known; 3) Residential and business telephone number, if known; 4) A brief summary statement indicating the substance of the person’s expected testimony. D. Upon request by any Party, any documents, papers, or tangible things to be introduced by any Party at the hearing shall be made available for inspection and copying by the requesting Party no later than four (4) business days prior to the hearing date.

E. The Hearing Officer, or his or her designee, shall have the authority to administer oaths and affirmations. Each Party may be represented by an attorney or other authorized representative. The Hearing Officer may clear the hearing room of witnesses not under examination. F. The Hearing Officer shall have the authority to maintain the decorum of the hearing and shall take reasonable steps to do so when necessary, including clearing the hearing room of any person who is disruptive. G. The hearing shall be informal and technical rules of evidence shall be relaxed. All witnesses who appear and testify under oath shall be subject to cross-examination. H. The Hearing Officer shall have the authority to admit into the record any evidence which, in his or her judgment, has a reasonable degree of probative value and trustworthiness. The Hearing Officer shall have the authority to exclude evidence which is irrelevant, immaterial, lacking in probative value, untrustworthy or unduly cumulative. I. Documents received into evidence by the Hearing Officer shall be marked by him or her, or under his or her direction, entered into evidence and made a part of the record in the cause. J. Rebuttal and surrebuttal evidence may be heard at the discretion of the Hearing Officer. K. At the hearing, the Attorney General or the Secretary of State or the Division shall be the first to present evidence. L. The Attorney General or the Secretary of State or the Division shall have the burden of proving its allegations by a preponderance of the evidence. Fraud must be proven by clear and convincing evidence. M. A record of testimony at the hearing shall be made. N. A true and correct copy of said stenographic recording shall be made available to any Party requesting it, provided such Party agrees to pay the expense of such copy. O. After all evidence is heard or received and the hearing is completed, the Hearing Officer shall, within a reasonable time thereafter, issue a report and recommendation that details the findings of the hearing officer. All parties (including the Division) shall be served with the Hearing Officer’s Report and Recommendations. Within fourteen (14) days following service of the findings, either party may present a written response to these findings to the Secretary of State. The Secretary of State will review the Hearing Officer’s Report and Recommendations, all exhibits entered into evidence, all written responses to the Report and Recommendations and, if desired, order a transcript of the hearing. Thereupon, the Secretary may issue a Final Order adopting and accepting the Hearing Officer’s Report and Recommendations; or reject the report and recommendations in whole or in part and issue findings of fact and conclusions of law with a Final Order; or, remand the case to the Hearing Officer for additional findings or clarification of key issues. A case is not concluded until issuance of a Final Order by the Secretary of State. All reports and recommendations and final orders shall be sent via certified mail, return receipt requested, to all Parties who appeared at the administrative hearing or their attorney or authorized representative. P. Continuances requested by any Party will be granted within the discretion of the Hearing Officer only for good cause shown. Q. In computing any period of time prescribed or allowed under these Rules, the Hearing Officer and all Parties shall be guided by the Mississippi Rules of Civil Procedure.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

Chapter 1 Definitions.

1 Miss. Admin. Code Pt. 12, R. 1.1 Division

As used herein, all references to “Division” or “the Division” shall mean the Regulation and Enforcement Division of the Mississippi Secretary of State’s Office.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 1.2 Establishment

As used herein, all reference to “Establishment” or “Cemetery Establishment” or “Registered Establishment” shall mean the perpetual care cemetery that is required to register with the Mississippi Secretary of State’s Office.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 1.3 Law

As used herein, all reference to “Law” or “the Law” shall mean the “Cemetery Law” and any amendments thereto.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 1.4 Rules

As used herein, all references to “Rules” or “these Rules” shall mean the “Perpetual Care Cemetery Rules.”

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 1.5 Secretary of State

As used herein, all references to “the Secretary of State” or “Secretary of State” shall mean the Mississippi Secretary of State.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

Chapter 2 Registration

1 Miss. Admin. Code Pt. 12, R. 2.1 Establishment Registration

Any person, partnership, corporation or other organization organized or engaging in business under the laws of the State of Mississippi who owns, maintains, or operates a cemetery, providing lots or other interment space therein for the remains of human bodies, unless exempt, is subject to the Law and said cemetery must be registered with the Secretary of State as a Perpetual Care Cemetery by filing a completed Perpetual Care Cemetery Registration Form (Form 10PC001) with the Division. The form shall be marked in the space designated “New Registration” and shall be accompanied by a registration fee of Twenty Five Dollars ($25). Every nonexempt cemetery location must register regardless of common ownership. Exemptions from this requirement are addressed in the Law. The only

cemeteries that are exempt from this requirement are, as stated in Mississippi Code Annotated Section 41-43-33 “organizations and cemeteries that are affiliated with or owned by churches or religious societies, established fraternal societies, municipalities, other political subdivisions of the State of Mississippi, or family cemeteries or family burial grounds, and community cemeteries that provide burial lots at no charge, or sell burial lots to the public.” All registrations expire on March 31 st of each year and must be renewed.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.2 Annual Report Filing

Every registered establishment shall annually submit a written report to the Secretary of State containing any sales activity, trust fund information, and any changes in registration information for the prior ending calendar year. This report shall be filed with the Secretary of State on or before March 31 st of each year for the calendar year ending the preceding December 31 st . Annual reports shall be submitted to the Secretary of State on Form 10PC001 and marked in the space designated “Renewal.” A Twenty Five Dollar ($25) renewal of license fee shall also accompany the filing and shall be made payable to the Mississippi Secretary of State's Office.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.3 Trustee Annual Report Filing

Every trustee for a perpetual care cemetery trust shall annually submit a written report to the Secretary of State containing the trust activity for the previous ending calendar year. This report shall be filed on or before March 31 st of each year for the calendar year ending the preceding December 31 st . Trustee Annual Reports shall be submitted on the Annual Trustee Report Form (Form 10PN003) and marked in the space designate “Perpetual Care Cemetery Trust.” No fee shall be submitted with this report.

The report shall be at all times available to inspection and copy by any owner of a burial right in the cemetery, or the family, legal representative, or next of kin of the owner, at the usual place for transacting the regular business of the cemetery.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.4 Change in Establishment Information

Any changes in the information provided by the establishment in a registration shall be supplied to the Secretary of State in writing by completing the appropriate sections of the Perpetual Care Cemetery Registration Form which should be marked in the space designated “Amendment of Registration.” Notice shall be supplied to the Secretary of State within thirty (30) days after such change has occurred. No payment should be sent.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.5 Change in Ownership or Control

Before any sale or transfer of a perpetual care cemetery or a controlling interest of Fifty percent (50%) or greater therein, an independent audit of the perpetual care trust fund shall be performed at the expense of the seller and/or buyer and filed with the Division. The audit shall be current within thirty (30) days of the proposed sale or

transfer. No sale or transfer of any perpetual care cemetery shall occur until approved in writing by the Division.

History

• Source: Miss. Code Ann. §41-43-37 and 38 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.6 Change in Trustee or Trust Institution

The Division must be notified thirty (30) days prior to any change in the trustee or trust institution administering the Perpetual Care Trust Fund of any establishment. Approval of such change must be given in writing by the Division before such change shall occur.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.7 Notarization

All registration forms and annual reports must be notarized.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.8 Certificate

An establishment shall not be considered registered under the Law until the establishment receives a certificate from the Division stating that it has satisfied the registration requirements of the Law and these Rules.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.9 Filing Dates

Any filing required by the Law or these Rules to be filed with the Division is considered timely filed by reference to the postmark when filed along with the appropriate forms, filing fee, and all other documents required by the Law or these Rules.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.10 Deficient Filings

Any filing made pursuant to the Law or these Rules may be deemed deficient if any of the following exist: A. The application is not on the proper form; B. The application is not in compliance with the Law or these Rules; C. The application is incomplete; D. The application is not signed and notarized; and/or E. The associated fee is not submitted.

When a registration application or filing is found to be deficient, the Division shall send a deficiency letter stating the grounds for noncompliance. If following the transmission of a deficiency letter, no communication is received by the Division for a period of thirty (30) days, the application or filing will be deemed abandoned and returned to the applicant.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 2.11 Addresses

For all correspondence to the Division including payment of fees or penalties, please mail to this address:

Secretary of State Regulation and Enforcement Division Post Office Box 136 Jackson, Mississippi 39205

The physical address is:

Secretary of State Regulation and Enforcement Division 125 South Congress Street Jackson, Mississippi 39201

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

Chapter 3 Examination and Enforcement.

1 Miss. Admin. Code Pt. 12, R. 3.1 Trustee

The perpetual care trustee must be affiliated with an established bank, trust company, other financial institution or financial services company. The trustee must be unrelated to the perpetual care cemetery, the seller, or a member, officer, or director of the cemetery if the cemetery is a corporation or LLC.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 3.2 Pre-Installation of Vaults

No grave space may be opened for the sole purpose of installing a vault. Any vault purchased must be installed in the grave space at the time human remains are interred. Lawn crypts are exempt from this rule.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 3.3 Recordkeeping

Every perpetual care cemetery shall maintain continuously and at all times an up-to-date record of the persons buried in the cemetery or entombed within a mausoleum or columbarium; the date of burial or entombment; a map of the designated lot for burial or entombment as well as a map of lots, burial spaces, mausoleum crypts or columbarium niches that have been sold. The map or plat shall also contain up-to-date designations indicating committed or planned designations of burial lots, crypt, niche, or mausoleum spaces for future use. Additionally, the Secretary of State may require those maps to be produced to a designated representative at any time. These records and any records regarding the trusting of perpetual care funds shall be maintained on the premises of the establishment and shall be maintained in an auditable format.

History

• Source: Miss. Code Ann. §41-43-37 and 40 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 3.4 Trusting requirements

A. The owner of every cemetery, subject to the provisions of Section 41-43-31 et seq., that is organized, begins or continues to do business in the State of Mississippi after July 1, 2009, shall

provide for the creation and establishment of an irrevocable perpetual care trust fund, the principal of which shall permanently remain intact except as hereinafter provided and only the income thereof shall be devoted to the perpetual care of the cemetery. The perpetual care trust fund shall not be subject to the claims of the cemetery’s creditors and shall not be used as collateral, pledged, encumbered or placed at risk. This fund shall be created and established as follows: 1) In respect to a cemetery for earth burials, by the application and payment thereto of an amount equivalent to fifteen percent (15%) of the sale price, or Forty Cents (40¢) per square foot of ground interment rights sold, whichever is greater; 2) In respect to an above-ground community or public mausoleum, by the application and payment thereto of an amount equivalent to five percent (5%) of the sale price, or Fifty Dollars ($50.00) per crypt sold, whichever is greater; and 3) In respect to a community columbarium, by the application and payment thereto of an amount equivalent to five percent (5%) of the sale price, or Ten Dollars ($10.00) per niche sold, whichever is greater. For any sale of a lot for an earth burial, mausoleum crypt or columbarium niche in which payment is made by the purchaser on an installment basis over time, the percentage required to be trusted shall be paid into the perpetual care trust fund calculated on each payment.

B. From the sale price the owner shall pay to the perpetual care fund an amount in proportion to the requirements in subsection (1) of this section, which payment shall be in cash, check, money order or electronic transfer and shall be deposited with the custodian or trustee of the fund not later than the fifth day of the following month from when funds are received.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 3.5 Cemetery Rules and Regulations

The owner of any cemetery may make and enforce reasonable rules and regulations for the use, care control, management, restriction, and protection of such cemetery.

History

• Source: Miss. Code Ann. §41-43-37 and 47 (Rev. 2013).

Chapter 4 Administrative Hearing Procedures.

1 Miss. Admin. Code Pt. 12, R. 4.1 Hearing Procedure Variance

The Secretary of State may grant variances from these Rules if it is determined that application of the Rules would, in the particular case, be unnecessarily burdensome, and such variance would not be inconsistent with the public policy purposes of the Law.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 4.2 Severability

If any one or more of these Rules, or any part of any Rule is found to be invalid by any court of competent jurisdiction, such finding shall not affect the validity of any other Rule or the remaining content of any part of a Rule that is not found to be invalid. Further, if any one or more of these Rules, or any part of any Rule, is superseded, amended, or contradicted by subsequent legislation, such amendment or change by subsequent legislation in

no way invalidates any other part of a Rule or any other Rules not addressed or impacted by subsequent legislative action.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 4.3 Oral opinions

Oral or informal opinions by the staff of the Division as to the applicability of the Law and oral or informal representations by the staff of the Division concerning the status of filings made with the Division are not binding upon the Division. Requestors can obtain a written declaratory opinion from the Division by following the procedures described in the Secretary of State’s Rule on Declaratory Opinions. A non-refundable fee of One Hundred Fifty Dollars ($150.00) must accompany each request.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

1 Miss. Admin. Code Pt. 12, R. 4.4 Administrative Hearing Procedures

A. Written notice shall be provided to any establishment or other person against whom the Attorney General or Secretary of State intends to institute an administrative hearing pursuant to the Law or these Rules. At least twenty (20) calendar days of notice shall be given to the establishment or other person prior to the hearing unless the establishment or other person notified consents or the Division has authority to do so under applicable statute. Notice is effective on date of issue. B. Such notice shall be by certified mail, return receipt requested, and shall set forth the date, time and place for the administrative hearing. C. Any Party wishing to appear or introduce evidence or other testimony at the administrative hearing shall, no later than four (4) business days prior to the hearing date, file with the Hearing Officer and the opposing party a list of witnesses which it intends to call to testify or to otherwise give evidence. The list shall contain for each witness: 1) Name; 2) Residential and business address, if known; 3) Residential and business telephone number, if known; 4) A brief summary statement indicating the substance of the person’s expected testimony. D. Upon request by any Party, any documents, papers, or tangible things to be introduced by any Party at the hearing shall be made available for inspection and copying by the requesting Party no later than four (4) business days prior to the hearing date. E. The Hearing Officer, or his or her designee, shall have the authority to administer oaths and affirmations. Each Party may be represented by an attorney or other authorized representative. The Hearing Officer may clear the hearing room of witnesses not under examination. F. The Hearing Officer shall have the authority to maintain the decorum of the hearing and shall take reasonable steps to do so when necessary, including clearing the hearing room of any person who is disruptive. G. The hearing shall be informal and technical rules of evidence shall be relaxed. All witnesses who appear and testify under oath shall be subject to cross-examination. H. The Hearing Officer shall have the authority to admit into the record any evidence which, in his or her judgment, has a reasonable degree of probative value and trustworthiness.

The Hearing Officer shall have the authority to exclude evidence which is irrelevant, immaterial, lacking in probative value, untrustworthy or unduly cumulative. I. Documents received into evidence by the Hearing Officer shall be marked by him or her, or under his or her direction, entered into evidence and made a part of the record in the cause. J. Rebuttal and surrebuttal evidence may be heard at the discretion of the Hearing Officer. K. At the hearing, the Attorney General or the Secretary of State or the Division shall be the first to present evidence. L. The Attorney General or the Secretary of State or the Division shall have the burden of proving its allegations by a preponderance of the evidence. Fraud must be proven by clear and convincing evidence. M. A record of testimony at the hearing shall be made. N. A true and correct copy of said stenographic recording shall be made available to any Party requesting it, provided such Party agrees to pay the expense of such copy. O. After all evidence is heard or received and the hearing is completed, the Hearing Officer shall, within a reasonable time thereafter, issue a report and recommendation that details the findings of the hearing officer. All parties (including the Division) shall be served with the Hearing Officer’s Report and Recommendations. Within fourteen (14) days following service of the findings, either party may present a written response to these findings to the Secretary of State. The Secretary of State will review the Hearing Officer’s Report and Recommendations, all exhibits entered into evidence, all written responses to the Report and Recommendations and, if desired, order a transcript of the hearing. Thereupon, the Secretary may issue a Final Order adopting and accepting the Hearing Officer’s Report and Recommendations; or reject the report and recommendations in whole or in part and issue findings of fact and conclusions of law with a Final Order; or, remand the case to the Hearing Officer for additional findings or clarification of key issues. A case is not concluded until issuance of a Final Order by the Secretary of State. All reports and recommendations and final orders shall be sent via certified mail, return receipt requested, to all Parties who appeared at the administrative hearing or their attorney or authorized representative. P. Continuances requested by any Party will be granted within the discretion of the Hearing Officer only for good cause shown. Q. In computing any period of time prescribed or allowed under these Rules, the Hearing Officer and all Parties shall be guided by the Mississippi Rules of Civil Procedure.

History

• Source: Miss. Code Ann. §41-43-37 (Rev. 2013).

Chapter 1 Association

1 Miss. Admin. Code Pt. 12, R. 1.1 Name

The name of the Association shall be the Preneed Loss Recovery Association.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 1.2 Purpose

The purpose of the Preneed Loss Recovery Association is to oversee the Preneed Contracts Loss Recovery Fund. The purpose of the fund is to reimburse the estates, or in the absence of an estate filing, the appropriate loss payee, who suffered financial loss as a result of the misfeasance, fraud, default, failure or insolvency of a registered Mississippi preneed provider.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 2 Directors Rule 2.1 Association Directors. In accordance with the provisions of Miss. Code Ann. § 75-63- 81, the Directors shall be appointed by the Secretary of State. There shall be no fewer than five Directors, one from each of the Mississippi Supreme Court districts and two from the state at large. At least three of the Directors must possess five or more years experience in the preneed funeral service and merchandise business as an owner or manager.

1 Miss. Admin. Code Pt. 12, R. 2.2 Compensation of Association Directors

In accordance with the controlling statute and the policies of the Department of Finance and Administration (DFA), Directors may be compensated from the Preneed Contracts Loss Recovery Fund in an amount of Fifty Dollars ($50.00) for each designated meeting as determined by the Secretary of State as well as travel reimbursement and lodging/meal reimbursement when provided by DFA policy.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 2.3 Conflicts of Interest

Any Association Director who has a financial, personal, official or other interest in or conflict with any matter pending before the Association that may prevent that member from acting on the matter in an impartial manner will excuse him/herself and refrain from discussion and voting on said item.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 3 Meetings Rule 3.1 Meetings of the Association Directors. An annual meeting of the Association shall be held in the month of January in the office of the Secretary of State unless the Secretary or Chairman, upon proper notice, shall designate some other date and/or location. Written notice of the annual meeting, or of any special or emergency meeting, including the time, place and purpose of such meeting, shall be sent to each Director not less than ten business days prior to the date of the meeting. All meetings shall be open to the public and notice of their annual recurring date shall be contained in the minutes of the first annual meeting in accordance with the Mississippi Open Meetings Law. Miss. Code Ann. § 25-41-1 et seq.

1 Miss. Admin. Code Pt. 12, R. 3.2 Records and Reports

A written record of the proceedings of each meeting shall be made. The original record shall be retained by the Secretary of State’s Office with copies furnished to each Association Director and, upon request, to any other individual or entity.

The Association, by its Directors, shall prepare and submit a financial report and a report of activities during the preceding calendar year as required by Miss. Code Ann. § 75-63-81 to the Secretary of State not later than March 1 of each year.

The Association shall maintain such financial records as are necessary to properly reflect the receipt and disbursement of all funds obtained by the Association. Such records shall also reflect the financial condition of the Association at any given time.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 5 Claims Administration

1 Miss. Admin. Code Pt. 12, R. 5.1 Procedures for Filing Claims

Claims may be filed by: A. Funeral homes, cemeteries and other businesses that have provided at-need merchandise and/or services at no compensation or less than full compensation to a deceased who was a Beneficiary under a preneed contract where the seller of said contract is insolvent or is no longer in business and has not transferred its book of business to another provider for the assumption of that liability; B. The surviving family member or legal representative of a decedent who was a Beneficiary under a preneed contract where the seller of said contract’s trust is insolvent; C. The Beneficiary of a preneed contract who is still living where the seller of said contract’s trust is insolvent; and

D. Any person(s) who signed an at-need contract as the responsible party and fulfilled the contract payment obligations for funeral or cemetery merchandise or services for a covered contract beneficiary as determined by the Association. Claims must be filed by completing the appropriate Preneed Loss Recovery Association Claim Form which is available on the Mississippi Secretary of State’s website at www.sos.ms.gov.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 5.2 Procedures for Processing Claims

Upon receipt of a properly completed claim form, the Secretary of State's Office will notify the Association Directors. The Secretary of State's Office and the Association Directors will then set up a meeting within a reasonable amount of time at which at least a quorum of the Association Directors are available to be present either in person or via telephone or internet conferencing. At said meeting, the Association Directors will consider the Claim (or Claims) and decide by majority vote to approve the claim for payment, reject the claim, or direct the staff of the Secretary of State's Office to collect additional information in order to dispose of the claim. When a decision has been made, the Association will notify the claimant of the decision via Certified Mail, Return Receipt Requested. If the Claimant disagrees with the decision, he or she may request a reconsideration of the decision within ten (10) days of receipt of the same. A Claimant has only one opportunity to request reconsideration; any additional information the Claimant feels should be considered should be submitted along with the reconsideration request. The Association shall: A. Determine the appropriate loss payee entitled to receive compensation/reimbursement from the Fund; B. Determine the amount of the claim; C. Provide opportunity for objections to be raised by any Claimant with regard to the decision for each claim; D. Approve a final determination for each claim; E. Issue requests for payments from the Fund; and F. Reject claims, provided that, if the Association rejects a claim, it promptly notifies the claimant in writing setting forth the reasons for the rejection. The Association is responsible for investigating all applications and may reject, deny, or approve claims in whole or in part. Payment may only be made to the extent that money is available in the Fund and payments may be prorated among applicants. The Association has complete discretion to determine the order, amount, and manner of payment of approved claims and may approve a book of business as a single claim. The Association may approve a claim, in whole or in part, that includes more than one claim for the benefit or purchasers of prepaid contracts of an insolvent provider as part of a plan to arrange for another provider to assume the obligations of the provider being liquidated if the Association finds that the plan is reasonable and in the best interests of the contract beneficiaries.

No third-party beneficiary has a right in the Fund. No claimant is eligible for compensation from the Fund unless the contract purchaser paid the loss recovery fee to the Association when the preneed contract was purchased. Reimbursement from the Fund must not exceed the total payment made by the customer for preneed funeral or cemetery services and merchandise required to be trusted by Miss Code Ann. § 75-63-59. No current or future insurance benefits may be reimbursed. The Association shall have wide discretion to determine the appropriate loss payee. Approved loss payees may include the purchaser of the preneed contract, the decedent’s estate, the substitute provider, or the individual(s) signing as responsible party for at-need funeral or cemetery services and merchandise. In some instances, joint payment loss payees may be appropriate.

All funds received by the Association shall be held in a separate account maintained by the State Treasurer to be used exclusively by the Association. Warrants from the Fund may only be issued by the Department of Finance and Administration following a request by a majority vote of Association Directors. All interest or other income earned on the fund shall be retained by the fund.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 5.3 No Reimbursement for Insured Claims

There shall be no payment from the Fund for any claim or any portion of a claim which was or is insured or bonded, regardless of whether insuring or bonding entity paid a claim or any part of a claim.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 5.4 Liability and Appeals from Claim Decisions

The Association has no liability and no action of any kind may be brought against any Director of the Association for any act or omission by them in the performance of their powers and duties, or in the administration, handling or collecting of funds for the program. The fund has no liability for preneed contracts sold or claims that accrued prior to July 1, 2009.

Appeal rights for claim decisions exist in the chancery court. Any appeal from claim decisions issued by the Association Directors must be filed within 30 days of the Association’s written order denying a claim in whole or in part.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 6 Statute of Limitations

1 Miss. Admin. Code Pt. 12, R. 6.1 Statute of Limitations

The statute of limitations for all claims shall be three (3) years from the date of death of the contract beneficiary. The claim must be received and stamped “received” or “filed” by the Secretary of State's Office no later than the third anniversary of the contract beneficiary’s date of death.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 7 Advertising

1 Miss. Admin. Code Pt. 12, R. 7.1 Advertising prohibited

No person may make, publish, disseminate, circulate or place before the public, or cause, directly or indirectly, to be made, published, disseminated, circulated or placed before the public, in a newspaper, magazine or other publication, or in the form of a notice, circular, pamphlet, letter, poster or over any radio station or television station, or in any other way, any advertisement, announcement or statement that uses the existence of the fund for the purpose of sales, solicitation or inducement to purchase any form of preneed contract covered under this article.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Chapter 8 Loss Recovery Fee and Reporting Requirements

1 Miss. Admin. Code Pt. 12, R. 8.1 Loss Recovery Fee

A fee not to exceed ten dollars ($10) shall be added to the cost of every preneed contract sold after July 1, 2009, that is funded by trust. If a joint preneed contract is written covering more than one beneficiary, the fee shall be ten dollars ($10.00) for each contract beneficiary covered under the contract.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 8.2 Reporting Requirements

Every provider that sells trust funded (in whole or in part) preneed contracts must file a completed Loss Recovery Quarterly Report Form with the Secretary of State within fifteen (15) days of the end of each quarter of the year. The quarterly reporting periods and the due dates for the submission of the Loss Recovery Report and associated fees are as follows: July 1 – September 30, due October 15; October 1 – December 31, due January 15; January 1 - March 31, due April 15; April 1 – June 30, due July 15. Preneed contracts funded in whole or in part by burial association certificates or policies or with fraternal policies or any other funding component for which there is no coverage afforded under the Mississippi Life and Health Fund Guaranty are trust funded contracts for which the fee is owed.

History

• Source: Miss. Code Ann. § 75-63-67 (Rev. 2009).

Chapter 9 Amendments and Conformity to Statute

1 Miss. Admin. Code Pt. 12, R. 9.1 Amendments

Amendments to these Rules may be adopted by a majority vote of the Association Directors, subject to the approval of the Secretary of State.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

1 Miss. Admin. Code Pt. 12, R. 9.2 Conformity to Statute

The Mississippi Preneed Cemetery and Funeral Registration Act, as written and as may be amended, is incorporated as part of these Rules.

History

• Source: Miss. Code Ann. § 75-63-81(9) (Rev. 2009).

Part 13 Regulation and Enforcement - Scrap Metal Dealer Regulation

Chapter 1 Definitions

1 Miss. Admin. Code Pt. 13, R. 1.1 Act

Act shall mean the Mississippi Scrap Metal Dealer Registration Act, which is codified at Mississippi Code Annotated Section 97-17-71 et seq.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.2 Agent

Agent shall mean the Secretary of State’s Agent for Registration and Recordkeeping. The Secretary of State’s Agent currently is LeadsOnline, 15660 N. Dallas Parkway, Suite 800, Dallas, Texas 75248 (www.LeadsOnline.com).

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.3 An Accurate and Legible Record

An Accurate and Legible Record as used in the Act and in these Rules, shall mean a record maintained by any Applicant or Scrap Metal Dealer, or submitted by any Applicant or Scrap Metal Dealer to the Secretary of State’s approved Agent for Registration and Recordkeeping for maintaining all customer records pursuant to the Act.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.4 Applicant

Applicant shall mean any person or business entity in the process of registering as a Scrap Metal Dealer under the Act who has received a registration number but who has not yet received a Certificate of Registration from the Secretary of State. An Applicant is authorized to conduct business as a Scrap Metal Dealer until such time as its Registration is denied or cancelled by the Secretary of State.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.5 Customer Transaction Report

Customer Transaction Report shall mean the record required by Mississippi Code Annotated Section 97-17-71 (2)(a) – (h) and shall include: A. The name, address and age of the person from whom the metal property is purchased as obtained from the seller’s personal identification card; i. If a person other than the seller delivers the metal property to the purchaser, the purchaser shall enter the name, address, and age of the person who delivers the

metal property, as obtained from the personal identification card of the person delivering the metal property. If the person delivering the metal property is the employee of the scrap metal dealer acting in his or her official capacity and at the direction of the scrap metal dealer, the purchaser is not required to enter the name, address, and age of the person who delivers the metal property. ii. If the seller is a registered business entity, and a person other than the seller delivers the metal property to the purchaser, in addition to the information required by this paragraph (a), the purchaser shall enter the name, principal business address, state of incorporation or formation of the entity, the federal Employer Identification Number (EIN) of the entity, and the name and telephone number of a contact person for the seller; B. The date and place of each acquisition of the metal property; C. The weight, quantity or volume and a general physical description of the type of metal property, such as wire, tubing, extrusions or casting, acquired in a purchase transaction; D. The amount of consideration given in a purchase transaction for the metal property. If no consideration is given, a record of the origin of the regulated metal; E. The vehicle license tag number, state of issue and the make and type of vehicle used to deliver the metal property to the purchaser; F. A signed statement from the person receiving consideration in the purchase transaction stating that he is the rightful owner of the metal property or is entitled to sell the metal property being sold; G. A scanned copy or a photocopy of the personal identification card of the person receiving consideration or delivering the metal property in the purchase transaction; and H. A photograph, videotape or similar likeness of the person receiving consideration or any person other than the seller who delivers the metal property to the purchaser in which the person’s facial features are clearly visible and in which the metal property the person is selling or delivering is clearly visible.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.6 Dealer

Dealer as defined in the Act and as used in these Rules is an Individual who acquires Regulated Metal Property. “Dealer” shall have the same meaning as “Scrap Metal Dealer” as defined herein, and the terms shall be used interchangeably.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.7 Dealer/Processor

Dealer/Processor as defined in the Act and as used in these Rules is a Scrap Metal Dealer who acquires Regulated Metal Property and who is engaged in some aspect of Processing as that term is defined in these Rules.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.8 Dealer-to-Dealer Customer Transaction Report

Dealer-to-Dealer Transaction Report shall mean the record that is required by Mississippi Code Annotated Section 97-17-71 (6) and shall include:

A. Name and address of selling dealer; B. Date and place of each acquisition of the metal property; C. The weight, quantity, or volume and a general description of the type of metal property; and D. The amount or type of consideration given for the metal property by the purchasing dealer.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.9 Delivery Person

Delivery Person shall mean any individual who, on behalf of a Seller, presents Metal Property for sale to a Scrap Metal Dealer.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.10 Division

Division shall mean the Business Services and Regulation Division of the Office of the Secretary of State of Mississippi.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.11 Individual

Individual shall mean any person, entity, partnership, corporation, joint venture, trust, limited liability company, limited liability partnership, association, or any other legal or commercial or corporate entity, and shall include Dealers and Dealer/Processors. The term “Individual” and the term “Business” are used interchangeably in these Rules.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.12 Law Enforcement Officer

Law Enforcement Officer as defined in the Act and as used in these Rules shall mean any person appointed or employed by the State of Mississippi or any political subdivision thereof, including municipalities or townships or the State military, who is duly vested with the authority to bear arms and make arrests, and whose primary responsibility is prevention and detection of crime, apprehension of criminals, and enforcement of laws of this State or the ordinances of any political subdivision thereof.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.13 Metal Property or Regulated Metal Property

Metal Property or Regulated Metal Property as defined in the Act and used in these Rules shall include the following: A. railroad track materials such as any materials, equipment and parts used in the construction, operation, protection and maintenance of a railroad; B. copper materials, such as any copper wire, bars, rods or tubing, including copper wire or cable or coaxial cable of the type used by public utilities, common carriers or communication services providers, whether wireless or wire line, copper air conditioner evaporator coils or condensers, aluminum copper radiators not attached to a motor vehicle, or any combination of these; C. aluminum materials such as any aluminum cable, bars, rods or tubing of the type used to construct utility, communication or broadcasting towers, aluminum utility wire and

aluminum irrigation pipes or tubing; however, this shall not include aluminum cans that have served their original economic purpose; D. electrical, communications or utility brass, metal covers for service access and entrances to sewers and storm drains, metal bridge pilings, irrigation wiring and other metal property attached to or part of center pivots, grain bins, stainless steel sinks, catalytic converters not attached to a motor vehicle, metal beer kegs or metal syrup tanks or any recognizable part thereof generally used in the beverage industry unless the dealer possesses a bill of sale from a beverage manufacturer, beverage distributor or from a manufacturer of such tanks; E. any bronze vase or marker, memorial, statue, plaque, or other bronze object used at a cemetery or other location where deceased persons are interred, entombed or memorialized unless the dealer possesses documentation from local law enforcement and from a cemetery authenticating the lawful source of such material; F. manhole covers and other similar types of utility access covers, including storm drain covers, or any metal property clearly identified as belonging to a political subdivision of the state or a municipality, unless that metal property is purchased from the political subdivision, the municipal utility or the manufacturer of the metal. Any purchaser who purchases metal property in bulk shall be allowed twenty-four (24) hours to determine if any metal property prohibited by this subsection (F) is included in a bulk purchase. The purchaser shall notify law enforcement no later than twenty-four (24) hours after the purchase. G. copper telecommunication wire in any form or any metal property clearly identified as belonging to a telecommunications company, unless that metal property is purchased from (i) an electrician or contractor to whom either a license has been issued by a municipality or county in this state or a current certificate of responsibility has been issued by the State Board of Public Contractors; or (ii) a person who holds a demolition permit issued by a municipality or county in this state; H. copper telecommunication wire that has been burned to remove the insulation, unless the seller provides certification, on a form as issued by the Secretary of State and signed by a firefighter who is currently in compliance with the certification requirements of the Mississippi Fire Personnel Minimum Standards and Certification Board or a certified law enforcement officer, that the source of the copper telecommunication wire was from a building destroyed by fire. Metal property does not include ferrous materials not listed in the Act.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.14 Party

Party as defined in the Act and used in these Rules, shall include the Attorney General, the Secretary of State, the Division, any governmental agency, any Scrap Metal Dealer, any Law Enforcement Officer, or any other person.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.15 Processing

Processing as the term is used in the Act and in these Rules shall mean returning or converting Metal Property into a product having an existing or potential economic value as a raw or finished material. Processing shall not include sorting, cleaning, washing,

transferring, transporting, or bundling if bundling only involves gathering together of material in a tighter, more compact surface area with no change in the form or mass of the object(s) as scrap metal material. However, processing shall include any other function that facilitates the return of Metal Property into a raw material or raw material product consisting of proposed grades and having an existing or potential economic value. Examples of processing include, but are not limited to, the following: cutting, shredding, melting, smelting, chipping, chopping, stripping, and baling, if baling involves using machinery to convert the form, shape, or mass of Metal Property into a raw material that will have or has economic value.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.16 Registrant

Registrant shall mean any individual registered as a Scrap Metal Dealer under the Act who also has received a Certificate of Registration from the Secretary of State. Registrant as defined in the Act and as used in these Rules shall have the same meaning as “Scrap Metal Dealer” as defined herein and the terms shall be used interchangeably.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.17 Registration Form or Registration Application

Registration Form or Registration Application shall mean the Mississippi Metal Dealer/Dealer Processor Registration Application.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.18 Scrap Metal Dealer

Scrap Metal Dealer as defined in the Act and as used in these Rules, shall include and mean any individual engaged in the Scrap Metal business, including Dealers, Registrants, and Dealer/Processors.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.19 Seller

Seller shall mean any individual who, directly or through a Delivery Person, presents Metal Property for sale to a Scrap Metal Dealer or Dealer/Processor regardless of whether they receive compensation from that Scrap Metal Dealer for the acquisition of that property.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 1.20 Usual and Customary Business Hours

Usual and Customary Business Hours as used in the Act and in these Rules, shall mean between the hours of 8 a.m. and 5 p.m., Central Time, Monday through Saturday.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 2 Registration.

1 Miss. Admin. Code Pt. 13, R. 2.1 Exemption

Unless exempt from registration, all individuals as defined in Rule 1.11 acquiring Metal Property must register with the Secretary of State as a Scrap Metal Dealer. No

individual may acquire or purchase Metal Property unless registered. No Processor, as that term is defined in these Rules, shall be exempt from registration.

The following are exempt:

A. Any law enforcement officer paying compensation for metal property or selling metal property when acting in an official capacity. B. A trustee in bankruptcy, executor, administrator or receiver who purchases or sells metal property when acting in such capacity. C. Any public official acting under a court order to deal in metal property.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 2.2 Electronic Transmission Required

All applications for registration, all Customer Transaction Reports, all Dealer-to-Dealer Transaction Reports, and any other papers or documents required to be maintained or submitted by the Act or by these Rules, must be transmitted electronically to the Secretary of State’s Agent. The failure to electronically submit an application for registration, Customer Transaction Reports, or Dealer-to-Dealer Transaction Reports, and any other papers or documents required to be maintained or submitted by the Act or these Rules to the Agent will subject the business to the administrative penalties authorized by Mississippi Code Annotated Section 97-17- 71.1 (6)(d) (i)(ii). The electronic filing shall be accessed through the Secretary of State’s website or that of its Agent. Instructions for e-filing and e-filing forms shall be available on the Secretary of State’s website at www.sos.ms.gov. Assistance may also be provided by contacting the Division at 601-359- 9055.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 2.3 Registration of Separate Legal Entities

Each geographic location, and each separate legal entity, subsidiary, and affiliate, of a Scrap Metal Dealer, must be independently registered to operate by the submission of a separate registration application and fee. It is the responsibility of each Applicant and each Scrap Metal Dealer to ensure separate registration of each of its locations and its subsidiaries and affiliates.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 4 Fees.

1 Miss. Admin. Code Pt. 13, R. 4.1 Dealer Fees

The registration fee is Five Hundred Dollars ($500.00) for Dealers.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 4.2 Dealer/Processor Fees

The registration fee for Dealer/Processors shall be Two Thousand Dollars ($2,000.00).

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 4.3 Penalties

Any Dealer or Dealer/Processor that fails to submit their registration application and all Customer Transaction Reports, Dealer-to-Dealer Transaction Reports, and any other papers or documents required to be maintained or submitted by the Act or these Rules to the Secretary’s Agent is subject to administrative penalties authorized by the Act or by these Rules.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 5 Recordkeeping.

1 Miss. Admin. Code Pt. 13, R. 5.1 Accurate and Legible Records

Applicants for registration and registered Scrap Metal Dealers must keep an accurate and legible record pursuant to the Act. Applicants and Scrap Metal Dealers shall comply with the recordkeeping requirements of the Act by submitting a Customer Transaction Report or a Dealer-to-Dealer Transaction Report for each purchase transaction. The Customer Transaction Report and/or Dealer-to-Dealer Transaction Report must be submitted electronically to the Agent, who shall keep and maintain all electronic records pursuant to the Act. Customer Transaction Reports and/or Dealer-to-Dealer Transaction Reports must be uploaded to the Secretary’s Agent no later than the close of business (5:00 p.m.) of the next business day following the date of purchase by the dealer.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 5.2 Customer Transaction Report

Applicants and Scrap Metal Dealers shall ensure that each Customer Transaction Report is completed in its entirety. This shall include having the seller of Metal Property provide written affirmation that the seller is the rightful owner of the Metal Property or is entitled to sell the property on behalf of the true owner. Where the Metal Property being acquired is HVAC equipment (including air conditioner evaporator coils or condensers), this affirmation shall consist of a written statement provided by the seller that he is a locally licensed (permit/privilege license) HVAC business or contractor. The written affirmation statement may be maintained through the use of the Daily Signature Sheet, a form authorized by the Secretary of State and available on the Secretary of State’s website. The Daily Signature Sheet recommended by the Secretary of State satisfies the requirements of Mississippi Code Annotated Sections 97-17-71 (2)(f) (statement of rightful ownership from seller) and 97- 17-71.2 (HVAC representation). Use of the Daily Signature Sheet available on the Secretary of State’s website is not required. Any Dealer or Dealer/Processor may develop their own form or written system to use in their business so long as it complies with Sections 97-17-71 (2)(f) and 97-17-71.2. The Daily Signature Sheet or any comparable version in use by a Dealer is never filed with the Secretary of State’s Office or with the Secretary’s Agent. These are maintained at the business for a period of two (2) years from the date of the purchase transaction.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 5.3 Catalytic Converter Record Keeping

Pursuant to Mississippi Code Annotated Section 97-17-71.3(d)(iii), Scrap Metal Dealers shall keep and maintain information provided by the seller of the catalytic converter or nonferrous part thereof for two (2) years. Records shall be subject to inspection and review by law enforcement and Secretary of State examiners.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 6 Payment by Check.

1 Miss. Admin. Code Pt. 13, R. 6.1 Payment by Check

Pursuant to the Act, payment for Metal Property shall be by check or by electronic funds transfer. At no point may payment be made by cash tender. Payment shall, at all times, be made by check or electronic funds transfer issued to the Seller of the Metal Property.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 7 Certificate of Registration.

1 Miss. Admin. Code Pt. 13, R. 7.1 Date of Filing

The date on which forms or other documents (electronic or paper) are actually received by the Division or by the Secretary of State’s Agent shall be the date of filing. A registration or a renewal application is not considered complete and fees are not considered received and none will be further processed until all required documentation has been received by the Division. Additional documentation not specifically called for by the forms, but essential to full disclosure of information needed to process an application shall be furnished, as directed, upon request by the Division. All documents (electronic or paper) furnished to the Division become part of the records of the Division and are not returnable.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 7.2 Provisional Registration

Upon submission of an application for registration, the applicant will be issued a registration number by the Agent or the Secretary of State. The registration is provisional at this point until the applicant is issued a Certificate of Registration from the Secretary of State’s Office. A registration can be denied or cancelled for the following reasons:

A. The Secretary of State’s inability to confirm receipt of the registration fee because of non-sufficient funds or other errors by Applicant; B. Submission of an incomplete registration application; C. Failure to satisfy the background history verification for registration as a Scrap Metal Dealer as required under the Act; or D. Other just cause as determined by the Secretary of State.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 7.3 Denial of Registration

In addition to the cancellation of the provisional registration, a finding of any of the above-listed reasons shall result in a denial of the Applicant’s registration as a Scrap Metal Dealer. Registration under the Act is confirmed by the issuance of a Certificate of Registration by the Secretary of State. Registration shall become effective upon the date of registration reflected on the Certificate of Registration. The Certificate of Registration is issued upon receipt by the Secretary of State of a completed registration application, confirmed receipt of the registration fee, and an assessment of the Applicant’s qualifications to act as a Scrap Metal Dealer, including but not limited to a criminal background history verification as authorized by the Act.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 7.4 Effective Period

All registrations, unless suspended or revoked, shall be effective for a period of two (2) years from the date of registration reflected on the Certificate of Registration issued by the Secretary of State. Individuals seeking to renew their registration must re-apply pursuant to the Act and these Rules and submit the required registration fee.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 7.5 Certificate of Registration

A Certificate of Registration may be issued to each Scrap Metal dealer in one or more of the following forms:

A. A standard Certificate of Registration document measuring approximately eight-and-a- half by eleven inches (8 ½” x 11”) in size; and/or B. A wallet-sized Registration Card.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 7.6 Display of Certificate of Registration

A current Certificate of Registration issued by the Secretary of State shall be posted and displayed in a conspicuous place and in easy view of all who enter the office or fixed location of the Scrap Metal Dealer. A wallet-sized registration card will be issued by the Secretary of State so that the same may be presented upon request of any individual in the scrap metal business acting within the scope of his business to confirm lawful registration of any dealer when the dealer is outside of his office or fixed location.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 8 Termination of Registration and Refund Policy.

1 Miss. Admin. Code Pt. 13, R. 8.1 Registration Refund Request

The only basis for requesting a registration fee refund is that the initial registration was made in error because the individual or business does not engage in the business of purchasing regulated materials. In such instances, a registration refund must be requested within ninety (90) days following submission of the registration application. When an applicant is denied registration, the registration fee will be refunded to the applicant.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 8.2 Registration Fee

Otherwise, once a registration application is approved, the registration fee becomes the property of the Mississippi Secretary of State’s Office and shall be non-refundable and non-transferable. No portion of the registration fee will be returned to a registered Scrap Metal Dealer whose registration is suspended or revoked.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 8.3 Fee Non-refundable and Non-transferable

When a registered Scrap Metal Dealer withdraws or surrenders his Certificate of Registration, the registration fee is non-refundable and non-transferable. However, should the same Dealer wish to return to operation during the remaining two-year registration period, the Dealer may do so without an additional fee until renewal.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 9 Denial, Suspension, Revocation or Refusal to Renew Registration.

1 Miss. Admin. Code Pt. 13, R. 9.1 Notice

The Secretary of State shall notify a Scrap Metal Dealer in writing of his intent to deny, suspend, revoke, or refuse to renew the Dealer’s registration. The notification shall contain the reasons for the action and shall inform the Dealer of his right to challenge the decision of the Secretary of State by requesting an administrative hearing within fourteen (14) calendar days of the date of notice. The denial, suspension, revocation, or refusal to renew a registration shall become effective fourteen (14) calendar days following the date of notice unless a written request for an administrative hearing is received by the Secretary of State before the expiration of the fourteen (14) calendar days. If a hearing is requested and the denial, suspension, revocation, or refusal to renew is upheld, such action shall not become effective until issuance of a Final Order following the hearing.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 10 Nonpublic Records; Confidentiality.

1 Miss. Admin. Code Pt. 13, R. 10.1 Confidentiality

Any social security number; residential address not used as a business address; driver’s license number; federal EIN; personal email address; residential telephone number not used as a business telephone number; and any information disclosing an individual’s percentage of ownership interest in a Scrap Metal business, or any other personal or proprietary information that may be obtained in any registration or renewal application for licensure under these Rules shall not be deemed a public record.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 11 Metal Unit Administrative Procedures.

1 Miss. Admin. Code Pt. 13, R. 11.1 Variance

The Secretary of State may grant variances from these Rules if it is determined that application of the Rules would, in the particular case, be unnecessarily

burdensome, and such variance would not be inconsistent with the public policy purposes of the Act.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 11.2 Severability

If any one or more of these Rules, or any part of any Rule is found to be invalid by any court of competent jurisdiction, such finding shall not affect the validity of any other Rule or the remaining content of any part of a Rule that is not found to be invalid. Further, if any one or more of these Rules, or any part of any Rule, is superseded, amended, or contradicted by subsequent legislation, such amendment or change by subsequent legislation in no way invalidates any other part of a Rule or any other Rules not addressed or impacted by subsequent legislative action.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 11.3 Oral Opinions

Oral or informal opinions by the staff of the Division as to the applicability of the Act and oral or informal representations by the staff of the Division concerning the status of filings made with the Division are not binding upon the Division. Requestors can obtain a written declaratory opinion from the Division by following the procedures described in the Secretary of State’s Rule on Declaratory Opinions.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

1 Miss. Admin. Code Pt. 13, R. 11.4 Administrative Hearing Procedures

Administrative Hearing Procedures

A. Written notice shall be provided to any Scrap Metal Dealer or other person against whom the Attorney General or Secretary of State intends to institute an administrative hearing pursuant to the Act or these Rules. B. Such notice shall be by certified mail, return receipt requested, and shall set forth the date, time and place for the administrative hearing and shall also designate a Hearing Officer. C. Any Party wishing to appear or introduce evidence or other testimony at the administrative hearing shall, no later than four (4) business days prior to the hearing date, file with the Hearing Officer and the opposing party a list of witness which it intends to call to testify or to otherwise give evidence. The list shall contain for each witness: 1) Name; 2) Residential and business address, if known; 3) Residential and business telephone number, if known; 4) A brief summary statement indicating the substance of the person’s expected testimony. D. Upon request by any Party, any documents, papers, or tangible things to be introduced by any Party at the hearing shall be made available for inspection and copying by the requesting Party no later than four (4) business days prior to the hearing date.

E. The Hearing Officer shall have the authority to administer oaths and affirmations. Each Party may be represented by an attorney or other authorized representative. The Hearing Officer may clear the hearing room of witnesses not under examination. F. The Hearing Officer shall have the authority to maintain the decorum of the hearing and shall take reasonable steps to do so when necessary, including clearing the hearing room of any person who is disruptive. G. The hearing shall be informal and technical rules of evidence shall be relaxed. All witnesses who appear and testify under oath shall be subject to cross-examination. H. The Hearing Officer shall have the authority to admit into the record any evidence which, in his or her judgment, has a reasonable degree of probative value and trustworthiness. The Hearing Officer shall have the authority to exclude evidence which is irrelevant, immaterial, lacking in probative value, untrustworthy or unduly cumulative. I. Documents received into evidence by the Hearing Officer shall be marked by him or her, or under his or her direction, entered into evidence and made a part of the record in the cause. J. Rebuttal and surrebuttal evidence may be heard at the discretion of the Hearing Officer. K. At the hearing, the Attorney General or the Secretary of State or the Division shall be the first to present evidence. L. The Attorney General or the Secretary of State or the Division shall have the burden of proving its allegations by a preponderance of the evidence. Fraud must be proven by clear and convincing evidence. M. A record of testimony at the hearing may be made by other than stenographic means. N. It shall be the responsibility of any Party desiring to preserve by stenographic means a record of testimony at the hearing to: 1) arrange for a court reporter to make a stenographic recording of the hearing; 2) pay all fees and expenses for such recording and transcription directly to the court reporter. O. A true and correct copy of said stenographic recording shall be made available to any Party requesting it, provided such Party agrees to pay the expense of such copy. P. After all evidence is heard or received and the hearing is completed, the Hearing Officer shall, within a reasonable time thereafter, prepare and file written findings of fact and conclusions of law. The Secretary of State shall review the Hearing Officer’s findings and conclusions and all exhibits entered into evidence, and, if desired, order a transcript of the hearing. Thereupon, the Secretary may issue a Final Order adopting and accepting the Hearing Officer’s findings of fact and conclusions of law; reject the findings in whole or in part and issue new findings of fact and conclusions of law with a Final Order; or remand the case to the Hearing Officer for additional findings or clarification of key issues. A case is not concluded until issuance of a Final Order by the Secretary of State. All findings and final orders shall be sent via certified mail, return receipt requested, to all Parties who appeared at the administrative hearing or their attorney or authorized representative. Q. Continuances requested by any Party will be granted within the discretion of the Hearing Officer only for good cause shown. R. In computing any period of time prescribed or allowed under these Rules, the Hearing Officer and all Parties shall be guided by the Mississippi Rules of Civil Procedure.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 12 Notices.

1 Miss. Admin. Code Pt. 13, R. 12.1 Address

Any correspondence or notices issued pursuant to this Act and these Rules shall be directed to the Secretary of State’s Office, Metal Property Unit, 125 South Congress Street, Jackson, MS 39201.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Chapter 13 Affirmative Obligation to Update Registration Information.

1 Miss. Admin. Code Pt. 13, R. 13.1 Sole Responsibility

It is solely the responsibility of the Applicant or Registrant to update and remain current with all address and contact information required for registration. The Division and the Secretary of State are not responsible, and the Applicant or Registrant is solely responsible for the non-receipt of any notice or correspondence issued by the Division or the Secretary of State due to the failure of the Applicant or Registrant to maintain current and correct address and contact information with the Division or its Agent.

History

• Source: Miss. Code Ann. § 97-17-71.1(1)(b).

Part 14 Securities Regulation

Chapter 1 GENERAL PROVISIONS Introduction: The following Rules are hereby adopted by the Secretary of State by the authority granted in Miss. Code Ann. Section 75-71-605 and other rule-making provisions contained in Sections 75-71-101 to -701, Mississippi Code of 1972, as amended. Such Rules supersede all rules heretofore adopted, and from this date shall be generally applicable to the administration of the Mississippi Securities Act of 2010 and the procedure and practice of the Securities Division in accordance therewith. The adoption of these Rules represents a finding by the Secretary of the State that such Rules are necessary and appropriate for the public interest and for the protection of investors and are consistent with the purposes fairly intended by the policy and provisions of the Mississippi Securities Act. These Rules are intended to supplement the statutory provisions of the Mississippi Securities Act and should not be considered as replacing or superseding any provisions concerning filings, registrations, applications, or any other requirement contained therein.

1 Miss. Admin. Code Pt. 14, R. 1.01 Address and Office Hours

The Securities Division is located in the office of the Secretary of State, 125 South Congress Street, Jackson, Mississippi 39201. The Division’s mailing address is Post Office Box 136, Jackson, Mississippi 39205-0136, and is open each day, except Saturdays, Sundays, and state holidays, from 8 a.m. to 5 p.m., Central Standard Time or Central Daylight Time, whichever is in effect.

History

• Source: Miss. Code Ann. § 7-3-3 (2020).

1 Miss. Admin. Code Pt. 14, R. 1.03 Definitions

The following terms, as used in the Mississippi Securities Act or in these Rules, shall have the meaning ascribed to them below unless the context requires otherwise.

A. Act means the Mississippi Securities Act as codified at Sections 75-71-101 to -701, Mississippi Code of 1972, as amended.

B. Affiliate of, or a person affiliated with, a specified person is a person that directly, indirectly, or through one or more intermediaries controls, is controlled by, or is under common control with the person specified.

C. Applicant means a person, natural or otherwise, executing or submitting a notice filing or an application for registration or exemption.

D. Application includes any notice filing, application of registration, or application for exemption. E. Associated Person means any partner, officer, director (or any person occupying a similar status or performing similar functions), or any natural person directly or indirectly controlling or controlled by an applicant (other than employees whose functions are only clerical or ministerial).

F. Commission or Remuneration means any compensation or financial benefit, direct or indirect, fixed or contingent, paid to or received from any person in connection with a solicitation of any client or prospective client.

G. Controlling Person or Control (including the terms controlling, controlled by, and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

H. CRD means Central Registration Depository.

I. Custody means holding, directly or indirectly, client funds or securities or having any authority to obtain possession of them (or having the ability to appropriate them) in connection with services provided to clients.

J. Division means the Securities Division of the Secretary of State’s Office.

K. FINRA means the Financial Industry Regulatory Authority, formerly the National Association of Securities Dealers (NASD).

L. IARD means Investment Adviser Registration Depository.

M. Material Information or Material (when used to qualify a requirement for the furnishing of information as to any subject) means such information about the company and/or its securities that would enable a prudent individual to make an informed investment decision.

N. NASAA means the North American Securities Administrators Association.

O. Officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other persons performing

similar functions with respect to any organization, whether incorporated or unincorporated. A person shall not be deemed an officer merely because he is titled as such if he does not perform the legal function of an officer.

P. Principal means any person actively engaged in the management of the securities business, including supervision, solicitation, conduct of business, or the training of persons for any of these functions. Such persons shall include sole proprietors, partners, officers, directors, and branch managers.

Q. Promoter means a person who, acting alone or in conjunction with others, takes the initiative in founding, organizing, or incorporating a business, enterprise, transaction, scheme, or profit-seeking venture. A promoter does not include a lawyer or accountant acting as an independent contractor.

R. Registrant means any person, natural or otherwise, holding a certification of registration or acknowledgment of exemption or notice filing issued by the Division. This also includes any person, natural or otherwise, whose registration through CRD or IARD has been approved by the Division.

S. Rules refer to the Rules of the Secretary of State adopted pursuant to the Act, currently in effect, including forms for registration and reports and accompanying instructions.

T. SEC means the United States Securities and Exchange Commission.

U. SEC Form D means the document, as adopted by the United States Securities and Exchange Commission and in effect on January 1, 2010, as may be amended by the SEC from time to time, entitled “Form D.”

V. Secretary of State means the Secretary of State of Mississippi.

History

• Source: Miss. Code Ann. § 75-71-605(a)(2) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.05 Statutory Terms

Terms used in these Rules which are defined in the Act shall have the meaning provided for in the Act, unless otherwise specifically stated.

History

• Source: Miss. Code Ann. § 75-71-605(a)(2) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.07 Filing Materials and Fees

All papers, forms, fees, or information required to be filed with the Division may be filed through the mail or otherwise, unless electronic filing is required. The date on which papers, forms, fees, or other exhibits are actually received by the Division shall be the date of filing thereof. Any electronic filing is deemed to have been received on the

date it was electronically submitted. An application is not considered complete and will not be further processed until all required documentation and fees have been received by the Division. All fees received by the Division are subject to immediate deposit by the Division without regard to whether the amount tendered is appropriate and are not subject to refund.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.09 Applications Generally

All applications shall be submitted on forms authorized by the Secretary of State. All information requested in an application is essential and must be furnished. Additional exhibits not specifically called for in an application, but which are essential to a full disclosure of all information, shall be furnished and properly identified. All applications and exhibits become a part of the records of the Secretary of State and are not returnable.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.11 Procedure with Respect to Abandoned Applications

If a deficient application has been on file with the Division for a period of one hundred twenty (120) days and the applicant has not taken corrective measures to cure the deficiency, the Division shall proceed in the following manner to determine whether the application has been abandoned by the applicant: A. A Notice of Abandonment in the form of a letter will be sent to the applicant or its representative, addressed to the most recent address for the applicant or its representative. The Notice will inform the applicant that the application is deficient and must be justified, amended, or completed to comply with the applicable requirements of the Act or must be withdrawn.

B. If the applicant fails to respond to such Notice within thirty (30) days from the date of the Notice, the Division may declare the application abandoned.

C. The applicant may request, in writing, reinstatement of an abandoned application, and this request shall set forth the grounds upon which the applicant seeks reinstatement.

D. When the Division declares an application abandoned, all papers comprising the application, with the exception of the application form and correspondence, may be removed from the files of the Securities Division. No portion of the applicable filing fee shall be refunded.

E. If the application has been amended, other than for the purpose of delaying the registration thereof, the one hundred twenty (120) day period shall be computed from the date of the latest such amendment.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.13 Advertising and Sales Literature

The use of any advertising or sales material in such a fashion as to be deceptive or misleading is prohibited.

History

• Source: Miss. Code Ann. § 75-71-501 (2020).

1 Miss. Admin. Code Pt. 14, R. 1.15 Variance from Rules

The Division may grant variances from these Rules if it determines that:

A. Application of the rule from which the variance is granted would, in the particular case, be unnecessarily burdensome, and

B. Such variance would not be inconsistent with the public policy purposes of the Act.

History

• Source: Miss. Code Ann. §§ 75-71-203, -307, -406(e), -412(e), -608(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.17 Oral Opinions

Oral or informal opinions by the staff of the Division as to the applicability of the Act, or portions thereof, and oral or informal representations by the staff of the Division concerning the status of filings made with the Division are not considered binding upon the Division unless accurately and promptly confirmed in writing by the party requesting such oral or informal opinion or representation.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.19 Statement of Policy Regarding Public Access to Non-Investigatory Records

Any information or document contained in or filed with (1) any application for the registration of securities, (2) application or notice filing for exemption from registration of securities, (3) any notice filing for federal covered securities, (4) any application for the transaction of business as a broker-dealer, the transaction of business as an agent, the transaction of business as an investment adviser, or the transaction of business as an investment adviser representative, (5) any notice filing for federal covered investment advisers, or (6) any supplement or amendment thereto will be made available to the public for inspection and copying upon written request, except that: A. Any personal financial information, not otherwise available to the general public, filed with any such application or notice filing, or as a supplement or amendment thereto, shall not be made available to the public unless consented to in writing by the applicant or issuer, provided the applicant has filed a written request with the application or notice filing that the information not be disclosed. Any ambiguity as to

what constitutes financial information in a particular application, or supplement or amendment thereto, shall be construed in favor of nondisclosure.

B. Any record of a pending proceeding (not otherwise available to the general public) filed with any such application or notice filing, or as a supplement or amendment thereto, against a broker-dealer, investment adviser, federal covered investment adviser, agent, or investment adviser representative on file with the Division shall not be made available to the public unless consented to in writing by the particular broker- dealer, investment adviser, federal covered investment adviser, agent, or investment adviser representative.

History

• Source: Miss. Code Ann. §§ 75-71-605(a)(1), -606(a), -607(a), -607(b)(6)(B) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.21 Statement of Policy Regarding Investigative Information

In conformity with the Mississippi Public Records Act of 1983, Miss. Code Ann. §§ 25-61-1 to 25-61-19, as amended, it is the policy of the Division not to offer public comment or to release information concerning any matter or party under investigation except that: A. Information and documents may be supplied to local, state, or federal law enforcement, regulatory, or prosecutorial agencies at the discretion of the Secretary of State.

B. Information and documents may be released to the media if deemed to be in the public's best interest at the discretion of the Secretary of State.

C. Copies of any administrative proceeding notices or orders issued by the Division or notices, pleadings, briefs, or recommendations issued by the parties or by the administrative hearing officer in connection with an administrative proceeding may be released to the public at the discretion of the Secretary of State.

D. Information and documents may be released in order to comply with Chapter 8 of these Rules.

History

• Source: Miss. Code Ann. §§ 75-71-601(b), -605(a)(1), -607, -608 (2020).

1 Miss. Admin. Code Pt. 14, R. 1.23 Interpretations by the Division

Pursuant to Section 75-71-605(d) of the Act, the Division may respond to written inquiries concerning no-action determinations and interpretations of the Act or the Rules promulgated thereunder, provided sufficient relevant facts are given and the situation is not hypothetical. A nonrefundable fee of Three Hundred Dollars ($300.00) must accompany each inquiry. The Division may refuse to respond to any inquiry.

History

• Source: Miss. Code Ann. § 75-71-605(d) (2020).

1 Miss. Admin. Code Pt. 14, R. 1.25 Disposal of Unnecessary Filings

Any filed documents and papers not expressly required to be filed with the Division pursuant to the Act or a Rule may be discarded at the discretion of the Division.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

Chapter 2 NOTICE FILING AND REGISTRATION OF SECURITIES Subchapter 1: REGISTRATION BY COORDINATION AND QUALIFICATION Rule 2.01 Coordination Application and Contents. Application for registration of securities by coordination shall be submitted on NASAA Form U-1, the Uniform Application to Register Securities. The application shall include a registration statement submitted pursuant to Section 75-71-303 of the Act, which shall contain all information and documents required by that Section; the information and documents required by Section 75-71-305 of the Act; and the filing fee as set forth in Section 75-71-310(c) of the Act and Rule 4.03. However, upon written request, the twenty (20) day filing period requirement set out in Section 75-71-303(c)(2) of the Act may be waived. A separate application and a separate registration fee must be filed for each type, kind, class, series, or portfolio of security offered. Any documents or exhibits previously on file may be incorporated by reference. Quarterly reports and semiannual reports shall not be filed unless requested by the Division. Advertising and sales material shall be filed with the Division.

1 Miss. Admin. Code Pt. 14, R. 2.03 Qualification Application and Contents

Application for registration of securities by qualification shall be submitted on an Application for Registration by Qualification. The application shall include a registration statement submitted pursuant to Section 75-71-304 of the Act, which shall contain all information required by that Section; the information and documents required by Section 75-71-305 of the Act; and the filing fee as set forth in Section 75-71-310(c) of the Act and Rule 4.03.

History

• Source: Miss. Code Ann. §§ 75-71-304, -305, -310(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.04 Invest Mississippi Crowdfunding Simplified Registration Statement

By authority delegated to the Secretary of State in Section 75-71-307 of the Act, and for the purposes of simplifying the registration statement for smaller offerings, the Division has adopted the Invest Mississippi Crowdfunding Simplified Registration Statement to be used as the registration statement for securities being registered under this Rule and sold in offerings in which the aggregate offering price does not exceed the maximum amount specified herein. This Rule

offers an alternative method for state registration for issuers that are exempt from federal registration pursuant to Rule 504 of SEC Regulation D, 17 C.F.R. § 230.504, promulgated pursuant to the Securities Act of 1933, 15 U.S.C. §§ 77a-77mm, and any amendments thereto.

A. Definitions. The following terms, as used in this Rule, shall have the meaning ascribed to them below unless the context requires otherwise:

1. Accredited Investor is defined in 17 C.F.R. § 230.501(a) as currently enacted or as amended, and a non-accredited investor means an investor who does not meet the definition of an accredited investor.

2. Annual Income means:

a. For individuals, income is determined as the sum of the individual’s:

i. Wages, salaries, commissions, bonuses, and tips from all jobs before deductions for taxes, dues, or other items;

ii. Self-employment net income (after business expenses);

iii. Retirement pensions from companies and unions; federal, state, and local governments; and the U.S. military;

iv. Monthly income from annuities, IRAs, or Keogh retirement plans;

v. Interest, dividends, and rental income; and

vi. Partner, shareholder, and beneficiary income as reported to the Internal Revenue Service on Schedule K-1 (Form 1065) (a reported loss on Schedule K-1 is counted against the sum of income).

b. For entities, income is determined as the revenue in excess of expenses, including depreciation, determined before taxes and as filed with the Mississippi Department of Revenue or the Internal Revenue Service on the entity’s last tax return.

3. Bank means a depository institution that is organized or chartered under the laws of this state or of the United States, is authorized to do business in this state, and is located in this state. For purposes of this Rule, a credit union is included in the definition of bank.

4. IMC Statement means the document, as adopted by the Division, entitled “Invest Mississippi Crowdfunding Simplified Registration Statement.”

5. Intermediary means a person that is registered with the Division pursuant to this Rule as an intermediary who has been or will be retained by the issuer in conducting the offering and sales of securities through an internet website. An intermediary can be a broker-dealer or agent that is registered with the Division or a bank or an intermediary funding portal.

6. Intermediary Funding Portal is a person operating an internet website that is not a bank, broker-dealer, or agent registered under the Act.

7. Intermediary Registration Form means the document, as adopted by the Division, entitled “Invest Mississippi Crowdfunding Intermediary Registration Form.” A person registering as an intermediary pursuant to this Rule must select on the form whether it is registering as a bank, broker-dealer, or intermediary funding portal.

8. Issuer means a limited liability company or business corporation formed under the laws of this state that seeks to conduct an offering of securities in reliance on this Rule.

9. Minimum Target Offering Amount means fifty percent (50%) of the total offering amount of an offering made by the issuer in reliance on this Rule, which amount shall be set out on the IMC Statement.

10. Net Worth means the amount by which an investor’s assets exceed liabilities, excluding the investor’s primary residence, as defined in 17 C.F.R. Section 230.501(a)(5)(i).

11. Offering Deadline means the date stated in the IMC Statement by which the sum of the offering proceeds held in escrow will equal the minimum target offering amount or by which investors may request a refund of their investment

12. Qualified Purchaser is defined in Section 2(a)(51) of the Investment Company Act of 1940, 15 U.S.C. § 80a-2(51), as currently enacted or as amended.

13. Rule 504 means Rule 504 of SEC Regulation D, 17 C.F.R. § 230.504, promulgated pursuant to the Securities Act of 1933, 15 U.S.C. §§ 77a-77mm, and any amendments thereto.

B. Short-form registration statement. For any offer or sale of securities offered or sold pursuant to this Rule, the IMC Statement shall be used as the registration statement required to be filed with the Division under this Rule. A copy of the IMC Statement is available from the Division upon request. Any offer or sale of securities offered or sold in compliance with this Rule must satisfy the following conditions and limitations:

1. The issuer of the securities is a business corporation or limited liability company formed under the laws of this state with a principal place of business in this state and is authorized to do business in this state.

2. The issuer is not, either before or as a result of the offering, an investment company as defined in Section 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C §§ 78m and 78o(d).

3. The aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the simplified registration provided under this Rule during the twelve (12) month period preceding the date of such transaction, is not more than Five Million Dollars ($5,000,000.00).

a. If the issuer has been in existence for twelve (12) months or more, the issuer must provide to each prospective investor a balance sheet and statement of income and expense of its most recently completed fiscal year and interim quarterly financial statements if the issuer’s fiscal year ended more than ninety (90) days prior to the date of the IMC Statement.

b. If the issuer has been in existence for fewer than twelve (12) months, the issuer must provide to each prospective investor a balance sheet and statement of income and expense for the time period since its inception.

c. The issuer shall include the issuer’s financial projections of income and expense for two (2) years from the date of the IMC Statement.

d. The financial statements, which may be unaudited, shall be signed by the principal executive officer of the issuer, who shall certify under penalties of perjury that the statements therein are true, complete, and correct in all material respects to the best of the signer’s knowledge.

4. The aggregate amount sold to any single investor by multiple issuers in reliance on this Rule during the twelve (12) month period preceding the date of such transaction:

a. For accredited investors, the aggregate amount sold by multiple issuers to any single accredited investor does not exceed the greater of:

i. If the investor has had an annual income of at least Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married) and has the expectation to make the same amount in the current year, five percent (5%) of the investor’s annual

income, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00); or

ii. If the investor’s net worth is at least One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00).

b. For non-accredited investors, the aggregate amount sold to a single non- accredited investor by multiple issuers does not exceed the greater of:

i. Five Thousand Dollars ($5,000.00);

ii. If the investor has had an annual income of less than Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or less than Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married), five percent (5%) of the investor’s annual income; or

iii. If the investor’s net worth is less than One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth.

c. For investors that are qualified purchasers, there shall be no aggregate limit on the amount the qualified purchaser investor can purchase from a single issuer or multiple issuers in offerings conducted pursuant to this Rule.

5. No remuneration shall be paid or given, directly or indirectly, for any person’s participation in the offer or sale of the securities for the issuer unless the person is registered as an intermediary as such term is defined in Subsection(A)(5) of this Rule.

6. All funds received from investors shall be deposited into a bank and all the funds shall be used in accordance with the representations made to investors and in accordance with the terms of an escrow agreement which provides that:

a. The investor funds will be deposited into an escrow amount in a bank, with the bank acting as escrow agent.

b. For each investment, the issuer will provide to the escrow agent a copy of the subscription agreement setting forth the names, addresses, and respective amounts paid by each investor whose funds comprise each deposit.

c. The issuer must raise the minimum target offering amount specified as necessary to implement the business plan by the offering deadline before the escrow agent may release the offering proceeds to the issuer upon joint written notice from the issuer and the intermediary.

d. If the issuer does not raise the minimum target offering amount by the offering deadline, investors will have the option to obtain a refund of their investment by providing written notice, including electronic mail, to the intermediary, which shall provide written notice to the issuer and the escrow agent, at which time the escrow agent shall return the amount contributed by the investor.

e. All offering proceeds not returned to the investor by the escrow agent after the offering deadline, as provided above, will be released to the issuer when the escrow agent has received written notice from the issuer or the intermediary to release the remaining proceeds to the issuer, or when the intermediary provides written notice to the escrow agent authorizing and instructing the escrow agent to return the remaining amounts contributed by investors.

f. All offering proceeds not returned to the investor or released to the issuer after twelve (12) months from date of receipt may be returned to the investor by the escrow agent to the last known address of the investor, or if not, shall be submitted to the Mississippi State Treasury in accordance with the unclaimed property laws.

g. The escrow agent may contract with the issuer to collect reasonable fees for its escrow services regardless of whether the minimum target offering amount is reached.

7. No offerings or sales of securities shall be made in reliance on this Rule until the issuer files the IMC Statement in writing or in electronic form with the Division, completed with specificity as required by the instructions in the IMC Statement and as required by the Division, in writing or in electronic form as specified by the Division and the issuer is issued a Certification of Invest Mississippi Crowdfunding Registration from the Division. The issuer must also include with such filing a copy of the escrow agreement as required by Subsection (B)(6) above and all other exhibits to the IMC Statement as otherwise specified by the Division and any other document or information the Division may require to administer and enforce the requirements of this Rule.

8. Registration pursuant to this Rule shall become effective on the issuance of a Certification of Invest Mississippi Crowdfunding Registration by the Division which shall be issued within five (5) business days of receiving the completed

IMC Statement and all other exhibits to the IMC Statement, except as otherwise specified by the Division.

9. The completed IMC Statement, including exhibits, shall be provided to the relevant intermediary and shall be made available to potential investors after the Certification of Invest Mississippi Crowdfunding Registration has been issued by the Division.

10. The issuer shall inform all investors under this Rule that the securities have not been registered under federal securities law.

11. Prior to the consummation of a sale, the issuer shall require the prospective investor to certify in writing or electronically as follows:

a. The investor’s name, address, Social Security number, annual income, net worth, state of residency, and, if applicable, that the investor is either an accredited investor or a qualified purchaser.

b. The aggregate amount of securities sold to the investor in reliance on this Rule during the twelve (12) month period preceding the date of the purchase, together with the securities to be sold by the issuer to the investor:

i. For accredited investors that are not qualified purchasers, that the investor has not invested more than the greater of:

(A) If the investor has had an annual income of at least Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married) and has the expectation to make the same amount in the current year, five percent (5%) of the investor’s annual income, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00); or

(B) If the investor’s net worth is at least One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth, not to exceed the aggregate amount Fifty Thousand Dollars ($50,000.00).

ii. For non-accredited investors, that the investor has not invested more than the greater of:

(A) Five Thousand Dollars ($5,000.00);

(B) If the investor has had an annual income of less than Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or less than Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married), five percent (5%) of the investor’s annual income; or (C) If the investor’s net worth is less than One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth.

c. The issuer must maintain the above certifications and provide ready access to the records to the Division upon request. The Division may access, inspect, and review such records.

12. Securities may only be registered pursuant to this Rule if they meet the requirements set forth in Rule 504.

C. Offers and sales of securities pursuant to this Rule shall be made exclusively through an internet website that is operated by an intermediary. Each issuer and intermediary shall comply with the following:

1. Before any offer or sale of securities, the issuer must provide evidence to the intermediary that the issuer is organized under the laws of this state with a principal place of business in this state and is authorized to do business in this state.

2. An intermediary is not required to register as a broker-dealer under the Act if all the following apply with respect to the internet website and its operator:

a. They do not offer investment advice or recommendations.

b. They do not solicit purchases, sales, or offers to buy the securities offered or displayed on the internet website.

c. They do not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the internet website.

d. They do not hold, manage, possess, or otherwise handle investor funds or securities, unless it is a bank operating as an escrow agent for the offering.

e. They do not identify, promote, or otherwise refer to any individual security offered on the internet website in any advertising for the internet website.

f. Neither the intermediary nor any director, executive officer, general partner, twenty percent (20%) or greater beneficial owner, managing

member, or other person with management authority over the intermediary has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d)(1), that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d), from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933, 17 C.F.R. §§ 230.506(a)- (c).

3. Subject to Subsection (C)(12) below, persons desiring to be an intermediary must register as an intermediary with the Division.

a. Registered broker-dealers may register to be an intermediary by filing the Intermediary Registration Form with the Division, a copy of which is available from the Division upon request. No filing fee shall be required for registered broker-dealers acting as intermediaries. The Form shall include the following information:

i. The identity, contact information, and location of the broker-dealer, including the broker-dealer’s CRD number;

ii. Confirmation that the broker-dealer is authorized to do business in this state; and

iii. Confirmation that the broker-dealer is using an internet website to offer and sell securities pursuant to this Rule.

b. A bank may register to be an intermediary by filing the Intermediary Registration Form with the Division, a copy of which is available from the Division upon request. No filing fee shall be required for banks acting as intermediaries. The Form shall include the following information:

i. The identity, contact information, and location of the bank;

ii. Confirmation that the bank is authorized to do business in this state;

iii. Confirmation that the bank is using an internet website to offer and sell securities pursuant to this Rule; and

iv. Confirmation that the bank meets the requirements set forth in Subsection (C)(2) of this Rule.

c. An internet website operator may register to be an intermediary by filing the Intermediary Registration Form, a copy of which is available from the Division upon request, that includes the following information:

i. The identity, contact information, and location of the intermediary funding portal;

ii. Confirmation that the intermediary funding portal is authorized to do business in this state;

iii. Confirmation that the intermediary funding portal is using an internet website to offer and sell securities pursuant to this Rule; iv. Confirmation that the intermediary funding portal meets the requirements set forth in Subsection (C)(2) of this Rule; and

v. Any other information the Division considers necessary or appropriate in the public interest and for the protection of investors, including the financial responsibility, business repute or qualifications of the internet website operator, and for determining whether the operator can carry out the requirements of this Rule and will comply with this Rule.

4. The intermediary funding portal is not required to register as a broker-dealer under Subsection (C)(3) above if the intermediary funding portal is a funding portal registered under the Securities Act of 1933, 15 U.S.C. § 77d-1, and the SEC rules under authority of Section 3(h) of the Securities Exchange Act of 1934, 15 U.S.C. § 78c(h), and P.L. 112-106, Section 304, governing funding portals.

5. Registration as an intermediary expires at the close of the calendar year, but subsequent registration for the succeeding year shall be issued upon filing of a renewal form, a copy of which is available from the Division upon request.

6. The issuer must maintain records of all offers and sales of securities effected through the intermediary and must provide the Division, upon request, ready access to the records.

7. The intermediary shall maintain and preserve for a period of five (5) years from either the date of the document or communication or the date of the closing or termination of the securities offering, whichever is later, the following records related to offers and sales made of the issuer’s securities effected by the intermediary through the intermediary’s internet website and related to transactions in which the intermediary receives compensation from the issuer for such services, including but not limited to:

a. Records of compensation received for acting as an intermediary for an issuer, including the name of the payor, the date of payment, and name of the issuer;

b. For each offering effected by the intermediary through the intermediary’s internet website, the issuer’s name and the name, address, and amount of purchase for each investor in such offering;

c. Copies of information provided by the intermediary to investors, prospective purchasers, and issuers offering securities through the intermediary;

d. Any agreements and/or contracts between the intermediary and an issuer, prospective purchaser, or investor;

e. Any information used to establish that an issuer is a resident of the state;

f. Any information used to establish the residency of a prospective purchaser or investor;

g. Any information used to establish that a prospective purchaser or investor is an accredited investor or qualified purchaser;

h. Any correspondence or other communications with issuers, prospective purchasers, and/or investors;

i. Any information made available through the internet website relating to an offering; and

j. Ledgers (or other records) that reflect all assets and liabilities, income and expenses, and capital accounts of the intermediary.

8. The records and the internet website portal of an intermediary or intermediary applicant under this Rule are subject to reasonable, periodic, special, or other audits or inspections by the Division, in or outside this state, as the Division considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The Division may copy and remove for audit or inspection copies of all records the Division reasonably considers necessary or appropriate to conduct the audit or inspection.

9. The intermediary:

a. Shall not hold, manage, possess, or handle investor funds or securities unless it is a bank operating as an escrow agent for the offering;

b. Shall perform a background and securities enforcement regulatory history check on each person holding a position listed in Subsection (I) of this

Rule to determine if such person is subject to any disqualification described in Subsection (I) of this Rule;

c. Shall ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than the minimum target offering amount and shall allow investors to cancel their commitments to invest and obtain a refund if the minimum target offering amount is not raised by the offering deadline; and

d. Shall ensure that each investor answers questions demonstrating:

i. An understanding of the level of risk generally applicable to investments in startups and small issuers; and

ii. An understanding of the risk of illiquidity, including an acknowledgment that there is no ready market for the sale of the securities acquired from an offering under this Rule, that it may be difficult or impossible for the investor to sell or otherwise dispose of an investment under this Rule, and that the investor may be required to hold and bear the financial risks of this investment indefinitely.

10. The intermediary shall not purchase or receive more than fifteen percent (15%) of the securities in the offering and shall prohibit its directors, officers, or partners (or any person occupying a similar status or performing a similar function) from having any financial interest in an issuer using its services as an intermediary unless the financial interest in the aggregate does not exceed fifteen percent (15%) of the ownership of the issuer.

11. All communications between the issuer, prospective purchasers, or investors taking place during the offer of securities pursuant to this Rule must occur through the intermediary’s internet website. Notwithstanding the foregoing, the issuer or the intermediary may distribute a notice limited to the statement that the issuer is conducting an offering, the name of the intermediary through which the offering is being conducted, and a link directing the potential investor to the intermediary’s website.

12. If any change occurs that affects the intermediary’s registration, the intermediary must notify the Division within thirty (30) days after the change occurs. Within thirty (30) days of the delivery of the notice to the Division, the intermediary shall, unless otherwise permitted or directed by the Division, cease and desist from operating as an intermediary pursuant to this Rule and shall, within five (5) business days, notify each issuer for which it is conducting offerings that the intermediary’s registration has been revoked.

D. Report. For so long as securities registered under this Rule are outstanding, the issuer shall provide a quarterly report to the issuer’s investors. The report required by this Rule shall be made free of charge. An issuer will satisfy the reporting requirement of this Rule if the information is made available within forty-five (45) days of the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. The issuer must provide a written copy of the report to any investor upon request. The issuer shall make each such quarterly report available to the Division upon request. The report must contain each of the following:

1. Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received; and

2. An analysis by management of the issuer of the business operations and financial condition of the issuer, such as a recent financial statement and profit and loss statement.

E. The Division and every investor or prospective purchaser shall be notified within thirty (30) days of any material change in the issuer’s information submitted in accordance with this Rule.

F. A Certification of Invest Mississippi Crowdfunding Registration is effective for one (1) year after its effective date. Applicants for registration under this Rule may re- register a security by submitting a report for sales of the securities sold in this state for the preceding twelve (12) month period.

G. The issuer must file a sales report with the Division within thirty (30) days of termination, expiration, abandonment, withdrawal, or completion of the offering on a form prescribed by the Division.

H. Offers and sales to controlling persons shall not count toward the limitation in Subsection (B)(4) of this Rule. For the purposes of this Rule, a controlling person is an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer.

I. Disqualification. The simplified registration allowed by this Rule shall not apply if the issuer, any of its executive officers, directors, managing members, persons with twenty percent (20%) or greater beneficial ownership, persons with management authority over the issuer, promoters, or selling agents, or any officer, director, or partner of any selling agent has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d)(1), that would disqualify the person under Rule 506(d) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d), from claiming an

exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(a)-(c).

J. Nothing in this Rule shall be construed to exempt any person from the anti-fraud provisions of the Act, nor shall such simplified registration be construed to provide relief from any other provisions of the Act other than as expressly stated.

K. The Division may deny, refuse to renew, condition, limit, suspend, or revoke the registration of an intermediary for any reason as determined by the Secretary of State in his sole discretion.

L. The Secretary of State may by order waive any of the conditions of registration of the offering or the intermediary or other requirements set forth in this Rule.

History

• Source: Miss. Code Ann. § 75-71-307 (2020).

1 Miss. Admin. Code Pt. 14, R. 2.05 Prospectus

A. An applicant for registration of securities by coordination or qualification must file a prospectus with the Division containing a full and complete disclosure of all material information relating to the issuer and the offering and sale of the securities being registered.

B. The prospectus must be provided to any prospective purchasers prior to the consummation of the sale of any securities offered thereby.

History

• Source: Miss. Code Ann. §§ 75-71-303(b)(1), -304(e), -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 2.07 Legend Requirement

A. Every submitted prospectus must carry the following legend displayed in a prominent manner: “THESE SECURITIES ARE OFFERED PURSUANT TO A CERTIFICATION OF REGISTRATION ISSUED BY THE SECRETARY OF STATE OF MISSISSIPPI. THE SECRETARY OF STATE DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES THE SECRETARY OF STATE PASS UPON THE TRUTH, MERITS, OR COMPLETENESS OF ANY PROSPECTUS OR ANY OTHER INFORMATION FILED WITH THE SECRETARY OF STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”

B. However, any prospectus, registration statement, or offering statement filed pursuant to the Securities Act of 1933 which depicts the SEC’s generic legend will be considered in conformity with the preceding requirement.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.09 Solicitation of Interest/Preliminary Prospectus

A. A preliminary prospectus may be distributed in this state pursuant to a registration by coordination or qualification by a broker-dealer or by an issuer, provided an application to register the securities is pending before the SEC, if required, and an application to register the securities is pending before the Division.

B. A preliminary prospectus may not be further distributed if the applicant has been notified by the Division that the application for registration is substantially deficient and that the circulation of a preliminary prospectus is not appropriate in light of the deficient application.

C. The outside front cover page of such prospectus shall bear, in red ink, the caption “Preliminary Prospectus,” the date of its issuance, and the following statement printed in type as large as that generally in the body thereof: “A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECRETARY OF STATE OF MISSISSIPPI BUT HAS NOT YET BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.”

D. However, any preliminary prospectus filed pursuant to the Securities Act of 1933 which depicts the SEC’s generic legend will be considered in conformity with the preceding requirement.

History

• Source: Miss. Code Ann. §§ 75-71-202(17), -605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.11 Dilution

A. Where registered securities are being offered publicly and there is no established market for those securities, the prospectus or offering memorandum must contain a paragraph entitled “DILUTION” showing the method used in arriving at the book value of all shares outstanding upon completion of the offering.

B. To determine the book value of all shares outstanding upon completion of the offering, add the net proceeds of the public offering (the amount remaining after deducting commissions and expenses of the offering) to the net tangible book value of the company before the offering, and divide this resulting dollar amount by the total number of shares to be outstanding upon completion of the offering.

C. Equity shares sold to the public shall not have dilution in excess of seventy-five percent (75%), or such offering may be subject to rejection by the Division.

History

• Source: Miss. Code Ann. § 75-71-605(a)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.13 Expenses Limitations

The NASAA Statement of Policy regarding underwriting expenses, underwriter’s warrants, selling expenses, and selling security holders shall be the basis of review for offerings, excluding federal covered securities, filed with the Division.

History

• Source: Miss. Code Ann. §§ 75-71-605(a); -608(b), -608(c)(9) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.15 NASAA Statements of Policy

In cooperation with the securities administrators of other states and with a view to effectuating a policy to achieve maximum uniformity of regulations regarding the registration of securities and investment advisory registrants and enforcement of anti-fraud laws, unless a specific rule promulgated herein or a state statute conflicts with the NASAA Policy, in which case the specific rule or statute will control, NASAA Statements of Policy, as published, will provide the basis for review for transactions or activities set forth in the Statements of Policy. Other NASAA Statements, as published, shall be applied as needed unless such Policy conflicts with a specific rule promulgated herein or a state statute.

History

• Source: Miss. Code Ann. §§ 75-71-605(a), -608(b), -608(c)(9), -608(c)(11) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.17 Certification of Registration/Re-registration of Securities

A. Registration in this state by coordination of qualification shall become effective upon the earlier of the time prescribed in Section 75-71-303(c) or Section 75-71-304(c) of the Act or the date of the issuance of a Certification of Registration by the Division.

B. A Certification of Registration is effective for one (1) year after its effective date. Applicants for registration by coordination or qualification may re-register a security by submitting a report for sales of the securities sold in this state for the preceding twelve (12) month period and paying the filing fee as set forth in Section 75-71-310(c) of the Act and Rule 4.03(B) of these Rules.

History

• Source: Miss. Code Ann. §§ 75-71-303(c), -304(c), -310 (2020).

1 Miss. Admin. Code Pt. 14, R. 2.19 Amended Certification of Registration

A. To amend a registration, the following must be submitted:

1. An amended NASAA Form U-1 which shows:

a. Any material changes in any papers, forms, or other exhibits previously filed with the Division; or

b. A sworn statement that no material changes have been made in any papers, forms, or other exhibits previously filed with the Division; and

2. A sales report on the securities initially registered.

B. To amend the name on the Certification of Registration, a complete NASAA Form U- 1, NASAA Form U-2 (Uniform Consent to Service of Process), and NASAA Form U- 2A (Uniform Form of Corporate Resolution) must be filed with the Division. The exhibits to NASAA Form U-1 are not required for name changes.

C. When the requirements of the Act and the Rules pertaining to an amended registration statement have been satisfied, an Amended Certification of Registration will be issued having the same effective date as the original Certification of Registration.

History

• Source: Miss. Code Ann. § 75-71-305(j) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.21 Notice of Withdrawal or Completion of Offering of Securities under Registration by Coordination or Qualification

A. Notices of withdrawal of an offering must be made in writing and filed with the Division along with the required fee set forth in Section 75-71-310(e) of the Act and Rule 4.03(C).

B. Whenever an offering of securities under Sections 75-71-303 or -304 of the Act has been completed, notice of completion of the offering shall be filed within sixty (60) days of completion stating (1) the name of the issuer, (2) a description of the securities registered in this state, (3) the aggregate amount of securities registered in this state, (4) the aggregate amount of securities sold in this state, and (5) the date the offering was completed.

History

• Source: Miss. Code Ann. §§ 75-71-305(i), -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 2.23 Subscription Agreements

All Mississippi investors must personally sign their subscription agreements when purchasing securities. Any program which allows an agent, fiduciary, trustee, legal representative, consultant, etc. of the investor to sign a subscription agreement in lieu of the investor signing must be amended accordingly.

The Division will object to the use of subscription agreements which require purchasers of securities to acknowledge that:

A. The purchaser has read the prospectus;

B. The purchaser has relied only on the prospectus and not upon any representations made by any person; and

C. The purchaser understands the risks of the investment.

Subchapter 2: FILING OF FEDERAL COVERED SECURITIES Rule 2.25 Notice Filings for Offerings of Investment Company Securities.

A. Prior to the offer or sale of a security which is a covered security under Section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2), including securities issued by an open-end management investment company, a face-amount certificate company, or a unit investment trust, the issuer must submit to the Division or its designee the following:

1. A completed NASAA Form NF, signed either manually or electronically;

2. A completed NASAA Form U-2, signed either manually or electronically; and

3. A fee as set forth in Section 75-71-310(a) of the Act and Rule 4.01(A)(1).

B. Upon written request of the Division and within the time period set forth in the request, the issuer must submit to the Division a copy of any document identified in the request that is part of the federal registration statement filed with the SEC or is part of an amendment to such federal registration statement.

C. The Division requires a separate notice filing for each portfolio, series, type, kind, or class of securities to be offered or sold in this state. Each portfolio, series, type, kind, or class of securities offered in this state in a single prospectus must be accompanied by a separate notice filing fee.

D. An issuer who has filed a NASAA Form U-2 in connection with a previous notice filing need not file another.

E. Duration of Notice Filing.

1. Except as provided in Subsection (E)(2), a notice filing under Subsection (A) of this Rule is effective for the period of time as provided in Section 75-71-302(b) of the Act.

2. To facilitate the coordination of expiration dates with other states, the issuer may request a specific term of effectiveness which does not exceed one (1) year.

F. Renewal. On or before the expiration of the effective period, a notice filing may be renewed by submitting to the Division or its designee another notice and payment of the applicable fee in accordance with Section 75-71-310(d) of the Act and Rule 4.01(A)(2). Such notice must include: (1) the name of the issuer, (2) a description of the securities filed in this state, and (3) the aggregate amount of securities sold in this state over the preceding twelve (12) month period.

G. Termination. Whenever an offering of securities under Section 75-71-302(a) of the Act has been completed or is terminated or withdrawn, notice of completion, termination, or withdrawal of the offering and a fee as set forth in Section 75-71- 310(e) of the Act and Rule 4.01(A)(3) shall be filed within sixty (60) days of completion. The notice of completion shall state (1) the name of the issuer, (2) a description of the securities filed in this state, (3) the aggregate amount of securities sold in this state, and (4) the date the offering was completed.

H. Amendments. The materials filed pursuant to Subsection (A) of this Rule may be amended by forwarding the corrected information to the Division or its designee on a revised Form NF and requesting that the file be amended accordingly. Amendments are effective upon receipt by the Division or its designee.

I. Recognized designee.

1. The Division may authorize and recognize a designee to receive notice filings under this Rule on behalf of the Division. Such filings include but are not limited to notices, fees, and all documents that are part of a federal registration statement filed with the SEC under the Securities Act of 1933.

2. The designation provided in this Rule is for the sole purpose of receiving notice filings, including but not limited to notices, fees, and all documents, on behalf of the Division and then transmitting those documents to the Division, or for any other purpose which the Division may prescribe by order or release.

History

• Source: Miss. Code Ann. § 75-71-305(g) (2020).
• Source: Miss. Code Ann. §§ 75-71-302(a)-(b), -310(a) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.27 Reserved

1 Miss. Admin. Code Pt. 14, R. 2.29 Notice Filings for Rule 506 Offerings

A. Electronic filing. All filings or submissions under this Rule shall be made electronically through a state portal approved by the Division.

B. Initial. An issuer offering a security that is a covered security under Section 18(b)(4)(E) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4)(E), must submit to the Division or its designee, no later than fifteen (15) days after the first sale of such federal covered security in this state unless the end of that period falls on a Saturday, Sunday, or state or federal holiday, in which case the due date would be the first business day following, a conformed copy of an electronically filed SEC Form D as filed with the SEC in the version of that form accepted at the time of filing by the SEC for filings made pursuant to Rule 506 of SEC Regulation D, 17 C.F.R. § 230.506, the fee set forth in Section 75-71-310(b) of the Act and Rule 4.01(B)(1) and any late fee (if applicable) as set forth in Section 75-71-310(b) of the Act and Rule 4.01(B)(2). If the offering includes multiple issuers filing on the same Form D, a separate fee shall be paid for each issuer issuing securities in this state.

C. Renewal. When an offering is not completed within twelve (12) months of the date of initial notice filing, a sales report and nonrefundable renewal fee as set forth in Section 75-71-310(d) of the Act and Rule 4.01(B)(3) must be submitted to the Division. The sales report must include: (1) the name of the issuer, (2) a description of the securities filed in this state, and (3) the aggregate amount of securities sold in this state.

D. Termination. Whenever an offering of securities under Section 75-71-302(c) of the Act has been completed or is terminated, notice of termination of the offering and the fee set forth in Section 75-71-310(e) of the Act shall be filed within sixty (60) days of completion. The notice of termination shall state: (1) the name of the issuer, (2) a description of the securities filed in Mississippi, (3) the aggregate amount of securities sold in this state, and (4) the date the offering was completed.

History

• Source: Miss. Code Ann. §§ 75-71-302(c), -307, -310(b), -310(d) (2020).

1 Miss. Admin. Code Pt. 14, R. 2.31 Notice Filings for Regulation A Tier 2 Offerings

The following provisions apply to offerings made under Tier 2 of Federal Regulation A and Section 18(b)(4) of the Securities Act of 1933:

A. Initial filing:

1. An issuer that has sold securities in this state in an offering exempt under Tier 2 of SEC Regulation A, 17 C.F.R. §§ 230.251 to 230.263, shall submit to the Division no later than fifteen (15) days after the first sale of such security in this state the following:

a. A completed Regulation A Tier 2 notice filing form or copies of all documents filed with the SEC;

b. A consent to service of process on Form U-2 if not filing on the Regulation A Tier 2 notice filing form;

c. The filing fee prescribed by Section 75-71-310(b) of the Act; and

d. Any late fee (if applicable) as set forth in Section 75-71-310(b) of the Act.

2. The initial notice filing is effective for the twelve (12) months from the date of the filing with the Division.

B. Renewal. For each additional twelve (12) month period in which the same offering is continued, an issuer conducting a Tier 2 offering under Federal Regulation A may renew its notice filing by filing with the Division on or before the expiration of the notice filing the Regulation A Tier 2 notice filing form marked “renewal” and/or a cover letter requesting renewal along with the fee as set forth in Section 75-71-310(d) of the Act.

C. Amendment. An issuer may increase the amount of securities offered in this state by submitting to the Division a Regulation A Tier 2 notice filing form marked “amendment” or other document describing the transaction.

D. Termination. Whenever an offering of securities under Section 75-71-302(e) of the Act has been completed or is terminated, notice of termination of the offering and the fee set forth in Section 75-71-310(e) of the Act shall be filed within sixty (60) days of completion. The notice of termination shall state: (1) the name of the issuer, (2) a description of the securities filed in Mississippi, (3) the aggregate amount of securities sold in this state, and (4) the date the offering was completed.

E. All filings or submissions under this Rule may be made electronically through a portal approved by the Division.

History

• Source: Miss Code Ann. §§ 75-71-302(e), -307, -310(b), -310(d), -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 2.33 Notice Filings for Title III Federal Crowdfunding Offerings

The following provisions apply to offerings made under federal Regulation Crowdfunding, 17 C.F.R. pt. 227, and Section 18(b)(4) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4):

A. Initial filing:

1. An issuer that offers and sells securities in this state in an offering exempt under federal Regulation Crowdfunding shall file the following with the Division:

a. A completed Uniform Notice of Federal Crowdfunding Offering form (Form U-CF) or copies of all documents filed with the SEC;

b. A consent to service of process on Form U-2 if not filing on the Form U- CF;

c. The filing fee prescribed by Section 75-71-310(b) of the Act; and

d. Any late fee (if applicable) as set forth in Section 74-71-310(b) of the Act.

2. If the issuer has its principal place of business in this state, the filing required under Subsection (A) of this Rule shall be filed with the Division within fifteen days of when the issuer makes its initial Form C filing concerning the offering within the SEC. If the issuer does not have its principal place of business in this state but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required under Subsection (A) of this Rule shall be filed with the Division when the issuer becomes aware that such purchases have met this threshold and in no event later than fifteen (15) days from the date of completion of the offering.

3. The initial notice filing is effective for twelve (12) months from the date of the filing with the Division.

B. Renewal. For each additional twelve (12) month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding may renew its notice filing by filing with the Division on or before the expiration of the notice filing a completed Uniform Notice of Federal Crowdfunding Offering form marked “renewal” and/or a cover letter requesting renewal along with the fee as set forth in Section 75-71-310(d) of the Act.

C. Amendment. An issuer may increase the amount of securities offered in this state by submitting to the Division a completed Uniform Notice of Federal Crowdfunding Offering form marked “amendment” or other document describing the transaction.

D. Termination. Whenever an offering of securities under Section 75-71-302(e) of the Act has been completed or is terminated, notice of termination of the offering and the

fee set forth in Section 75-71-310(e) of the Act shall be filed within sixty (60) days of completion. The notice of termination shall state: (1) the name of the issuer, (2) a description of the securities filed in Mississippi, (3) the aggregate amount of securities sold in this state, and (4) the date the offering was completed.

E. All filings or submissions under this Rule may be made electronically through a portal approved by the Division.

History

• Source: Miss Code Ann. §§ 75-71-302(e), -307, -310(b), -310(d), -605 (2020).

Chapter 4 FEE SCHEDULES Subchapter 1: NOTICE FILING AND REGISTRATION FEES FOR SECURITIES OFFERINGS Rule 4.01 Notice Filers

1 Miss. Admin. Code Pt. 14, R. 4.03 Registration by Coordination or Qualification A

Initial. Filers shall submit to the Division an initial registration fee of One Thousand Dollars ($1,000.00).

B. Re-registration. Registration is effective for one (1) year after its effective date. Filers may re-register a security by paying the registration fee of One Thousand Dollars ($1,000.00) annually.

C. Termination. Filers shall submit to the Division a nonrefundable termination filing fee of Fifty Dollars ($50.00).

Subchapter 2: EXEMPTION FILING FEES FOR SECURITIES OFFERINGS Rule 4.05 Reserved.

History

• Source: Miss. Code Ann. § 75-71-310(c), (e) (2020).

1 Miss. Admin. Code Pt. 14, R. 4.07 Reserved

1 Miss. Admin. Code Pt. 14, R. 4.09 Reserved

1 Miss. Admin. Code Pt. 14, R. 4.11 Reserved

Subchapter 3: SECURITIES PROFESSIONALS FILING FEES Rule 4.13 Broker-Dealers and Broker-Dealer Agents.

A. Except for issuer agents as provided for in Rule 4.17, any person filing an initial application for registration as a broker-dealer and any person filing a renewal

registration as a broker-dealer shall submit to the Division a registration or renewal fee of Two Hundred Dollars ($200.00).

B. Except for issuer agents as provided for in Rule 4.17, any person filing an application for registration as an agent and any person filing a renewal registration as an agent shall submit to the Division a registration or renewal fee of Fifty Dollars ($50.00).

C. Broker-dealers that are members of FINRA and agents who are associated with broker- dealers that are members of FINRA shall submit their initial filing and renewal fees through CRD.

D. Any person notice filing as a broker-dealer pursuant to Rule 5.33 shall submit to the Division a notice filing or renewal fee of Two Hundred Dollars ($200.00).

E. Any person notice filing as a broker-dealer agent pursuant to Rule 5.33 shall submit to the Division a notice filing or renewal fee of Fifty Dollars ($50.00).

History

• Source: Miss. Code Ann. § 75-71-410, -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 4.15 Investment Advisers and Investment Adviser Representatives

A. Any person filing an application for registration as an investment adviser and any person filing a renewal registration as an investment adviser shall submit to the Division a registration or renewal fee of Two Hundred Dollars ($200.00).

B. Any person filing an application for registration as an investment adviser representative, any person filing a renewal registration as an investment adviser representative, and any person filing a change of registration as an investment adviser representative shall submit to the Division a registration, renewal, or change of registration fee of Fifty Dollars ($50.00).

C. Any person filing an initial fee or annual notice fee for a federal covered investment adviser required to file a notice under Section 75-71-405 of the Act shall submit to the Division an initial fee or annual notice fee of Two Hundred Dollars ($200.00).

D. Investment advisers and investment adviser representatives shall submit these fees through IARD.

History

• Source: Miss. Code Ann. § 75-71-410, -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 4.17 Issuer Agents

Any person filing an application for registration as an issuer agent or any person filing a renewal registration as an issuer agent shall submit to the Division a registration or renewal fee of Fifty Dollars ($50.00) and a copy of Form U4.

Subchapter 4: MISCELLANEOUS FEES Rule 4.19 Reserved.

History

• Source: Miss. Code Ann. § 75-71-410 (2020).

1 Miss. Admin. Code Pt. 14, R. 4.21 Reserved

1 Miss. Admin. Code Pt. 14, R. 4.23 Certificates of Authenticity

Certificates of Authenticity and Certifications that a public record does not exist may be requested from the Division at a fee of Twenty-Five Dollars ($25.00) per Certificate.

History

• Source: Miss. Code Ann. § 75-71-606(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 4.25 Reserved

Chapter 5 REGISTRATION OF BROKER-DEALERS AND AGENTS Rule 5.01 Application for Broker-Dealer A. To apply for registration, FINRA-member broker-dealers shall submit the following information to the Division through the CRD:

1 Miss. Admin. Code Pt. 14, R. 5.03 Minimum Financial Requirements and Financial Reporting Requirements of Broker- Dealers

A. Each broker-dealer registered or required to be registered under this Act shall comply with SEC Rules 15c3-1 (17 C.F.R. § 240.15c3-1), 15c3-2 (17 C.F.R. § 240.15c3-2), and 15c3-3 (17 C.F.R. § 240.15c-3).

B. Each broker-dealer registered or required to be registered under this Act shall comply with SEC Rule 17a-11 (17 C.F.R. § 240.17a-11) and shall simultaneously file with the Division copies of notices and reports required under that rule.

C. To the extent that the SEC promulgates changes to the above-referenced rules, dealers in compliance with such rules as amended shall not be subject to enforcement action

by the Division for violation of this Rule to the extent that the violation results solely from the broker-dealer’s compliance with the amended rule.

History

• Source: Miss. Code Ann. § 75-71-411 (2020).

1 Miss. Admin. Code Pt. 14, R. 5.05 Bonding Requirements for Intrastate Broker-Dealers

Every broker-dealer registered or required to be registered under this Act whose business is exclusively intrastate, who does not make use of any facility of a national securities exchange, and who is not registered under Section 15 of the Securities Exchange Act of 1934 shall be bonded in an amount of not less than Thirty Thousand Dollars ($30,000.00) by a bonding company qualified to do business in this state.

History

• Source: Miss. Code Ann. § 75-71-411(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.07 Change of Material Information; Amendments

The Division must be notified within thirty (30) days whenever the information contained in any application or amendment for registration as a broker-dealer and/or agent changes in a material way or is or becomes inaccurate or incomplete in any respect. All amendments for FINRA-member broker-dealers and agents shall be filed through the CRD. Amendments for non-FINRA-member broker-dealers and agents shall be submitted directly to the Division. Events requiring notice shall include, but are not limited to, the following: A. A change in ownership, management, form of organization or state of organization, or incorporation or control of a broker-dealer;

B. A change in any of the broker-dealer's officers, partners, or controlling persons;

C. The establishment or change in location or mailing address of any office in this state;

D. A change in the name of a broker-dealer;

E. If applicable, any necessary modifications to ensure compliance with Subsection (B)(2) of Rule 5.01;

F. A change in type of entity, general plan, character of business, method of operation, or type of securities in which dealing or trading is being effected;

G. Termination of business or discontinuance of activities as a broker-dealer; and

H. The naming of a broker-dealer, principal, officer, and/or agent as a defendant or respondent in one or more of the following instances:

1. Criminal allegations involving securities or any aspect of the securities business, or any felony.

2. Civil allegations involving a security, any aspect of the securities business, any activity alleging a breach of a fiduciary trust, or fraud.

3. Administrative allegations involving a security, any aspect of the securities business, any activity alleging a breach of a fiduciary trust, or fraud.

4. Arbitration proceedings with allegations involving a security, any aspect of the securities business, any activity alleging a breach of a fiduciary trust, or fraud.

5. Any proceeding in which an adverse decision could result in:

a. A denial, suspension, or revocation, or the equivalent of those terms, of a license, permit, registration, or charter;

b. The imposition of a fine or other penalty; or

c. An expulsion or barring from membership in an association or organization.

6. Judgments, liens, and bankruptcy filing proceedings.

History

• Source: Miss. Code Ann. § 75-71-407 (2020).

1 Miss. Admin. Code Pt. 14, R. 5.09 Financial Reporting

A. Upon request, each broker-dealer must file audited financial statements with the Division as of the end of the broker-dealer’s fiscal year. The statements must meet the requirements of Subsection (B) of this Rule.

B. The financial statements filed pursuant to this Rule must:

1. Include a balance sheet, a statement of income or operations, a statement of shareholder equity, and a statement of cash flows, and these should be accompanied by appropriate notes stating the accounting principles and practices followed in their preparation, the basis on which securities are included, and other notes as may be necessary for an understanding of the statements.

2. Be prepared in accordance with generally accepted accounting principles.

3. Be audited by an independent certified public accountant. The audit must:

a. Be made in accordance with generally accepted auditing standards; and

b. Include a review of the accounting system, the internal accounting controls, and procedures for the safeguarding of securities and funds including appropriate tests thereof since the prior examination.

4. Be accompanied by an unqualified opinion of the auditor as to the report of financial condition. In addition, the auditor shall submit as a supplementary opinion any comments, based upon the audit, as to any material inadequacies found to exist in the accounting system, the internal accounting controls, and procedures for safeguarding securities and funds, and shall indicate any corrective action taken or proposed.

5. Be filed with the Division within ninety (90) days following the end of the broker-dealer’s fiscal year.

C. For a broker-dealer registered with the SEC, the financial reporting requirements of this Rule shall be limited to the financial reporting requirements in the Securities Exchange Act of 1934.

History

• Source: Miss. Code Ann. § 75-71-411(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.11 Renewal of Registration

A. The registration of a broker-dealer who is a member of FINRA shall be renewed through the CRD according to the CRD administrative rules governing the registration process with the CRD system.

B. The registration of a broker-dealer who is not a member of FINRA may be renewed by submitting the following to the Division:

1. A letter requesting renewal, and

2. The renewal fee specified in Rule 4.13.

C. If renewal requirements are not satisfied on or before December 31, the registration will be considered terminated and a new application with all exhibits and the registration fee must be filed.

History

• Source: Miss. Code Ann. § 75-71-406(d) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.13 Withdrawal of Registration

If a registered broker-dealer should withdraw its registration for any reason, written notice on Form BDW shall be submitted by the broker-dealer within thirty (30) days to the Division. FINRA member broker-dealers shall file the Form BDW through the CRD. A non-member broker-dealer shall submit Form BDW directly to the Division.

History

• Source: Miss. Code Ann. § 75-71-409 (2016).

1 Miss. Admin. Code Pt. 14, R. 5.15 Record Keeping Requirements of Broker-Dealers

A. Unless otherwise provided by order of the SEC, each broker-dealer registered or required to be registered under this Act shall make, maintain, and preserve books and records in compliance with SEC Rules 17a-3 (17 C.F.R. § 240.17a-3), 17a-4 (17 C.F.R. § 240.17a-4), 15c2-6 (17 C.F.R. § 240.15c2-6), and 15c2-11 (17 C.F.R. § 240.15c2-11).

B. To the extent that the SEC promulgates changes to the above-referenced rules, broker- dealers in compliance with such rules as amended shall not be subject to enforcement action by the Division for violation of this Rule to the extent that the violation results solely from the broker-dealer’s compliance with the amended rule.

History

• Source: Miss. Code Ann. § 75-71-411(c)(1) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.17 Preservation of Records

All records required to be preserved under these Rules shall be kept in such form as to promptly allow examination by the Division. Copies shall be provided to the Division upon request, and the cost of the copies shall be borne by the broker-dealer and/or the agent.

History

• Source: Miss. Code Ann. § 75-71-411(c)(2) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.19 Supervision

All broker-dealers shall establish, keep current, and enforce a set of written supervisory-compliance procedures and a system for implementing such procedures which may be reasonably expected to prevent and detect any violations of the Act and Rules promulgated thereunder. The procedures shall include the designation by name or title of those persons delegated supervisory responsibility in at least the areas of sales, financial operations, and compliance. A complete set of such procedures and systems shall be kept in all offices located in this state or be immediately accessible.

History

• Source: Miss. Code Ann. §§ 75-71-406(e), -411(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.21 Standards of Conduct

Each broker-dealer and agent shall observe high standards of commercial honor and just and equitable principles of trade in the conduct of their business. Acts, conduct, and practices, including, but not limited to, the following are considered contrary to such standards and may constitute grounds for denial, suspension, or revocation of registration, imposition of fines, a bar, or such other action authorized by statute. A. Broker-dealers.

1. Causing any unreasonable delays in the placement of orders, execution of orders, or the delivery of securities purchased by any of its customers or in the payment upon request of free credit balances reflecting completed transactions of any of its customers.

2. Inducing trading in a customer's account that is excessive in size or frequency in view of the financial resources, investment objectives of the customer, and character of the account.

3. Recommending to a customer the purchase, sale, or exchange of any security without reasonable grounds to believe that such transaction or recommendation is suitable for the customer based upon reasonable inquiry concerning the customer's investment objectives, age, financial situation, risk tolerance, needs, and any other relevant information known by the broker-dealer.

4. Executing a transaction on behalf of a customer without authorization to do so.

5. Marking any order tickets or confirmations as unsolicited when in fact the transaction is solicited.

6. Exercising any discretionary power in effecting a transaction for a customer's account without first obtaining written discretionary authority from the customer, unless the discretionary power relates solely to the time and/or price for the execution of orders.

7. Extending, arranging for, or participating in arranging for credit to a customer in violation of the Securities Exchange Act of 1934 or the regulations of the Federal Reserve Board.

8. Executing any transaction in a margin account without obtaining from the customer a properly executed written margin agreement prior to the settlement date for the initial transaction in the account.

9. Failing to segregate customers' free securities or securities held in safekeeping.

10. Hypothecating a customer's securities without having a lien thereon unless written consent is first obtained, except as permitted by rules of the SEC.

11. Entering into a transaction with or for a customer at a price not reasonably related to the current market price of the security or receiving an unreasonable commission or profit.

12. Failing to furnish to a customer purchasing securities in an offering, no later than the date of confirmation of the transaction, either a final prospectus or a preliminary prospectus and an additional document, which together includes all information set forth in the final prospectus.

13. Charging unreasonable and inequitable fees for services performed, including miscellaneous services such as collection of monies due for principal, dividends, or interest; exchange or transfer of securities; appraisals, safekeeping, or custody of securities; and other services related to its securities business, except where such fees are negotiated or have been previously consented to by the customer.

14. Offering to buy from or sell to any person any security at a stated price unless such broker-dealer is prepared to purchase or sell, as the case may be, at such price and under such conditions as are stated at the time of such offer to buy or sell.

15. Representing that a security is being offered to a customer “at the market” or a price relevant to the market price, unless such broker-dealer knows or has reasonable grounds to believe that a market for such security exists other than that made, created, or controlled by such broker-dealer, or by any person for whom he is associated in such distribution, or any person controlled by, controlling, or under common control with such broker-dealer.

16. Effecting any transaction in or inducing the purchase or sale of any security by means of any manipulative, deceptive, or fraudulent device, practice, plan, program, design, or contrivance which may include, but not be limited to:

a. Effecting any transaction in a security which involves no change in the beneficial ownership thereof;

b. Entering an order or orders for the purchase or sale of any security with the knowledge that an order or orders of substantially the same size, at substantially the same time, and for substantially the same price, for the sale of any such security, has been or will be entered by or for the same or different parties for the purpose of creating a false or misleading appearance of active trading in the security or a false or misleading appearance with respect to the market for the security; however, nothing in this Subsection shall prohibit a broker-dealer from entering bona fide agency cross transactions for its customers;

c. Effecting, alone or with one or more other persons, a series of transactions in any security creating actual or apparent active trading in such security or raising or depressing the price of such security, for the purpose of inducing the purchase or sale of such security by others;

d. Contradicting or negating the importance of any information contained in a prospectus or other offering materials with intent to deceive or mislead, or using any advertising or sales presentation in a deceptive or misleading manner;

e. In connection with the offer, sale, or purchase of a security, falsely leading a customer to believe that the broker-dealer or agent is in possession of material, nonpublic information which would impact the value of the security;

f. In connection with the solicitation of a sale or purchase of a security, engaging in a pattern or practice of making contradictory recommendations to different investors with similar investment objectives for some to sell and others to purchase the same security, at or about the same time, when not justified by the particular circumstance of each investor.

17. Guaranteeing a customer against loss in any securities account of such customer carried by the broker-dealer or in any securities transaction effected by the broker- dealer with or for such customer.

18. Publishing, circulating, or causing to be published or circulated any notice, circular, advertisement, newspaper article, investment service, or communication of any kind which purports to report any transaction as a purchase or sale of any security unless such broker-dealer believes that such transaction was a bona fide purchase or sale of such security; or which purports to quote the bid price or asked price of any security, unless such broker-dealer believes that such quotation represents a bona fide bid for, or offer of, such security.

19. Using any advertising or sales presentation in such a fashion as to be deceptive or misleading. An example of such practice would be distribution of any nonfactual data, material, or presentation based on conjecture; unfounded or unrealistic claims; or assertions in any brochure, flyer, or display by words, pictures, graphs, or otherwise designed to supplement, detract from, supersede, or defeat the purpose or effect of any prospectus or disclosure.

20. Failing to disclose that the broker-dealer is controlled by, controlling, affiliated with, or under common control with the issuer of any security before entering

into any contract with or for a customer for the purchase or sale of such security, and if such disclosure is not made in writing, it shall be supplemented by written disclosure at or before the completion of the transaction.

21. Failing to make a bona fide public offering of all of the securities allotted to a broker-dealer for distribution, whether acquired as an underwriter, a selling group member, or from a member participating in the distribution as an underwriter or selling group member. This includes, among other things, (1) transferring securities to a customer's, another broker-dealer's, or a fictitious account with the understanding that those securities will be returned to the broker-dealer or its nominees or (2) “parking” or withholding securities.

22. Failure or refusal to furnish a customer, upon reasonable request, information to which he is entitled or to respond to a formal written request or complaint.

23. Violating any laws or rules of the SEC or a national securities exchange or any national securities association of which it is a member or violating any federal or state securities law or any rule or regulation promulgated thereunder.

B. Agents.

1. Lending or borrowing money or securities from a customer (unless such customer is a bona fide financial institution whose business is to borrow or lend), or acting as a custodian for money, securities, or an executed stock power of a customer.

2. Effecting securities transactions not recorded on the regular books or records of the broker-dealer which the agent represents, unless the transactions are authorized in writing by the broker-dealer prior to execution of the transaction.

3. Establishing or maintaining an account containing fictitious information in order to execute transactions which would otherwise be prohibited.

4. Sharing directly or indirectly in profits or losses in the account of any customer without the written authorization of the customer and the broker-dealer which the agent represents.

5. Dividing or otherwise splitting the agent's commissions, profits, or other compensation from the purchase or sale of securities with any person not also registered as an agent for the same broker-dealer, or for a broker-dealer under direct or indirect common control.

6. Engaging in conduct specified in Subsections (A)(1), (2), (3), (4), (5), (6), (8), (11), (12), (16), (17), (18), (19), or (23) of this Rule.

The conduct set forth above is not exhaustive. Engaging in other conduct such as forgery, embezzlement, non-disclosure, incomplete disclosure or misstatement of material facts, or manipulative or deceptive practices shall also be grounds for denial, suspension, or revocation of registration, imposition of fines, a bar, or such other action authorized by statute.

History

• Source: Miss. Code Ann. §§ 75-71-412(d)(13), -605(a)(2) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.23 Agent Registration and Termination (FINRA)

Registration, renewal, and termination of agents associated with members of FINRA shall be made to the Division through the CRD according to the CRD administrative rules governing the registration process with the CRD system.

History

• Source: Miss. Code Ann. §§ 75-71-406, -409 (2020).

1 Miss. Admin. Code Pt. 14, R. 5.25 Agent Registration and Termination (non-FINRA)

A. Application for registration as an agent not associated with members of FINRA shall be submitted directly to the Division on Form U4 along with the registration fee specified in Rule 4.13.

B. If an agent's relationship with a broker-dealer is terminated for any reason, the broker- dealer shall notify the Division on Form U5 within fifteen (15) days of such termination.

C. Renewal of the permit of an agent not associated with members of FINRA must be requested and the renewal fee must be submitted by the broker-dealer prior to December 31 of each year. If the renewal request is not received on or before December 31, the registration will be considered terminated, and a new application and fee must be submitted.

History

• Source: Miss. Code Ann. §§ 75-71-406, -409 (2020).

1 Miss. Admin. Code Pt. 14, R. 5.27 Dual Registration

Registration of any broker-dealer agent with more than one broker- dealer is permitted. However, any agent so registered may not transact business in any particular security on behalf of more than one issuer or broker-dealer with whom he is registered.

History

• Source: Miss. Code Ann. § 75-71-402(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.29 Written Examinations

A. Written examinations shall be required to determine an applicant's qualification and competency to transact business in this state as a broker-dealer agent.

B. Each broker-dealer principal and each broker-dealer agent applicant must satisfy two (2) examination requirements to obtain a license:

1. An examination on state securities law, which will be satisfied by passing either the Uniform Securities Agent State Law Examination (USASLE) (S-63) or the Uniform Combined State Law Examination (UCSLE) (S-66) administered by FINRA; and

2. An examination of general or limited knowledge of securities principles, which will be satisfied by passing the appropriate examination required by FINRA for the activity in which applicant will be engaged.

C. Applicants successfully completing a limited knowledge examination as provided under Subsection (B)(2) of this Rule will be eligible only for registration to effect transactions in those securities to which the limited examination relates.

D. The examinations required by Subsections (B)(1) and (2) of this Rule are administered by FINRA at various regional testing sites. Any fees required by FINRA for the taking of such examinations are the responsibility of the applicant.

E. The examinations required under this Rule shall not be applicable to an applicant:

1. Who is registered with FINRA and registered with this state prior to March 15, 1988, with no break in registration longer than a two (2) year period; or

2. Who is not registered with FINRA and was registered in this state prior to January 1, 2010, and has remained continuously registered in this state without interruption with no break in registration longer than a two (2) year period.

F. Any individual who is not registered as an agent in any state for more than two (2) years but less than five (5) years, who has elected to participate in the FINRA Maintaining Qualifications Program (MQP) pursuant to FINRA Rule 1240(c), and whose appropriate FINRA qualifying examinations remain valid pursuant to effective participation in the MQP program shall be deemed in compliance with the examination requirements of Section B(1) as long as the individual elects to participate in the NASAA Examination Validity Extension Program within two (2) years of agent registration termination.

G. Any individual who has not been registered as an agent in any state for more than two (2) years but less than five (5) years, who has elected to participate in the FINRA MQP pursuant to FINRA Rule 1240(c), and whose appropriate FINRA qualifying

examinations remain valid pursuant to effective participation in the FINRA MQP shall be deemed in compliance with the examination requirements of Section B(2).

H. Successful participation in the FINRA MQP shall not extend the Uniform Combined State Law Examination (UCSLE) (S-66) for purposes of investment adviser representative registration.

History

• Source: Miss. Code Ann. § 75-71-412(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.31 Issuers and Issuer Agents

A. Every issuer selling its own securities shall make and keep current the following books and records:

1. Stockholders' ledgers or other records reflecting alphabetically the names and addresses of all stockholders, stock certificates issued to each, dates paid, and full details as to transfers or cancellations;

2. Copies of all promotional and sales materials used in connection with the sales of the issuer's securities;

3. Copies of all confirmations of sales of securities; and

4. Stock certificate books.

B. Agents of issuers required to register under the Act may do so by submitting applications to the Division on Form U4 along with the registration fee as specified in Rule 4.17. Agent terminations shall be filed with the Division on Form U5 within fifteen (15) days of such termination.

History

• Source: Miss. Code Ann. §§ 75-71-406, -409, -605(a)(3) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.33 Registration Exemption – Canadian Cross-Border Trading

Pursuant to Sections 75- 71-401(d), 75-71-402(b)(9), and 75-71-605(a) of the Act, the Secretary of State finds that it is consistent with the public interest and with the purpose fairly intended by the policy and provisions of the Act to exempt the following persons from the registration requirements of Sections 75-71-401 and 75-71-402 of the Act: A. A broker-dealer who is registered in Canada, has no office or other physical presence in this state, and complies with the following conditions

1. Only effects or attempts to effect transactions in securities:

a. With or through the issuers of the securities involved in the transactions, broker-dealers, banks, savings institutions, trust companies, insurance companies, investment companies (as defined in the Investment Company Act of 1940), pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees;

b. With or for an individual from Canada who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;

c. With or for an individual from Canada who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the individual is the holder or contributor; or

d. An individual who is present in this state and with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently residing in Canada; and

2. Files a notice in the form of his current application required by the jurisdiction in which his head office is located and a consent to service of process;

3. Is registered with or is a member of a self-regulatory organization, stock exchange in Canada, or the Bureau des services financiers;

4. Maintains his provincial or territorial registration and his registration with or membership in a self-regulatory organization, stock exchange, or the Bureau des services financiers in good standing;

5. Discloses to his clients in this state that he is not subject to the full regulatory requirements of the Act;

6. Is not in violation of Sections 75-71-501 or 75-71-502 of the Act and all Rules promulgated thereunder; and

7. Submits to the Division the fee set forth in Rule 4.13.

B. An agent who represents a broker-dealer exempted from registration pursuant to Subsection (A) of this Rule, is also exempted from the registration requirements of Sections 75-71-401 and 75-71-402 of the Act, provided that such agent complies with the same conditions in Subsection (A) of this Rule and maintains his or her provincial or territorial registration in good standing.

History

• Source: Miss. Code Ann. §§ 75-71-401(d), -402(b)(9), -605(a) (2020).

1 Miss. Admin. Code Pt. 14, R. 5.35 Registration Exemption for Merger and Acquisition Brokers A

Except as provided in Subsections (B) and (C), a merger and acquisition broker shall be exempt from registration under this section. Nothing in this Rule shall be construed to limit any other authority the Secretary of State has to exempt any person, or any class of persons, from any provision of the Act or from any rule thereunder.

B. Excluded activities. A merger and acquisition broker is not exempt from registration under this Rule if such broker does any of the following:

1. Directly or indirectly, in connection with the transfer of ownership of an eligible privately held company, receives, holds, transmits, or has custody of the funds or securities to be exchanged by the parties to the transaction.

2. Engages on behalf of an issuer in a public offering of any class of securities that is registered, or is required to be registered, with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, or with respect to which the issuer files, or is required to file, periodic information, documents, and reports under the Securities Exchange Act of 1934 Section 15 Subsection (d), 15 U.S.C. § 78o(d).

3. Engages on behalf of any party in a transaction involving a public shell company.

C. Disqualifications. A merger and acquisition broker is not exempt from registration under this Rule if such broker is subject to any of the following:

1. Suspension or revocation of registration under Section 15(b)(4) of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(b)(4);

2. A statutory disqualification described in Section 3(a)(39) of the Securities Exchange Act of 1934, 15 U.S.C. § 78c(a)(39);

3. A disqualification under the rules adopted by the United States Securities and Exchange Commission under Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act,15 U.S.C. § 77d note; or

4. A final order described in paragraph (4)(H) of Section 15(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(b)(4)(H).

D. Definitions. For the purposes of this Rule:

1. Control means the power, directly or indirectly, to direct the management or policies of a company, whether through ownership of securities, by contract, or otherwise. There is a presumption of control for any person who is a director, general partner, member, or manager of a limited liability company, or officer exercising executive responsibility (or has similar status or functions); has the right to vote twenty percent (20%) or more of a class of voting securities or the power to sell or direct the sale of twenty percent (20%) or more of a class of voting securities; or in the case of a partnership or limited liability company, has the right to receive upon dissolution, or has contributed, twenty percent (20%) or more of the capital.

2. Eligible privately held company means a company meeting both of the following conditions:

a. The company does not have any class of securities registered, or required to be registered, with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, or with respect to which the company files, or is required to file, periodic information, documents, and reports under Subsection (d) of Section 15 of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(d); and

b. In the fiscal year ending immediately before the fiscal year in which the services of the merger and acquisition broker are initially engaged with respect to the securities transaction, the company meets either or both of the following conditions (determined in accordance with the historical financial accounting records of the company):

i. The earnings of the company before interest, taxes, depreciation, and amortization are less than $25,000,000.

ii. The gross revenues of the company are less than $250,000,000.

3. Merger and acquisition broker means any broker and any person associated with a broker engaged in the business of effecting securities transactions solely in connection with the transfer of ownership of an eligible privately held company, regardless of whether that broker acts on behalf of a seller or buyer, through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the eligible privately held company:

a. If the broker reasonably believes that upon consummation of the transaction, any person acquiring securities or assets of the eligible privately held company, acting alone or in concert, will control and, directly or indirectly, will be active in the management of the eligible

privately held company or the business conducted with the assets of the eligible privately held company; and

b. If any person is offered securities in exchange for securities or assets of the eligible privately held company, such person will, prior to becoming legally bound to consummate the transaction, receive or have reasonable access to the most recent fiscal year-end financial statements of the issuer of the securities as customarily prepared by its management in the normal course of operations and, if the financial statements of the issuer are audited, reviewed, or compiled, any related statement by the independent accountant; a balance sheet dated not more than 120 days before the date of the exchange offer; and information pertaining to the management, business, results of operations for the period covered by the foregoing financial statements, and any material loss contingencies of the issuer.

4. Public shell company means a company that at the time of a transaction with an eligible privately held company:

a. Has any class of securities registered, or required to be registered, with the United States Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, or with respect to which the company files, or is required to file, periodic information, documents, and reports under Subsection (d) of Section 15 of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(d); and

b. Has no or nominal operations; and

c. Has no or nominal assets, assets consisting solely of cash and cash equivalents, or assets consisting of any amount of cash and cash equivalents and nominal other assets.

E. Inflation Adjustment

1. In general. On the date that is five (5) years after the date of the enactment of the rule, and every five years thereafter, each dollar amount in Subsection (D)(2)(b) shall be adjusted by:

a. Dividing the annual value of the Employment Cost Index For Wages and Salaries, Private Industry Workers (or any successor index), as published by the Bureau of Labor Statistics, for the calendar year preceding the calendar year in which the adjustment is being made by the annual value of such index (or successor) for the calendar year ending December 31, 2012; and

b. Multiplying such dollar amount by the quotient obtained under Subsection (E)(1)(a).

2. Rounding. Each dollar amount determined under Subsection (E)(1) shall be rounded to the nearest multiple of $100,000.

History

• Source: Miss. Code Ann. § 75-71-402(b)(9) (2020).

Chapter 6 INVESTMENT ADVISERS Rule 6.01 Definitions

1 Miss. Admin. Code Pt. 14, R. 6.03 Electronic Filing with Designated Entity

A. Pursuant to the Act, the Division designates the web-based IARD operated by FINRA to receive and store filings and collect related fees from investment advisers and investment adviser representatives on behalf of the Division.

B. Unless otherwise provided, all investment adviser and investment adviser representative applications, amendments, notices, related filings, and fees required to be filed with the Division pursuant to the Rules promulgated under this Act shall be filed electronically with and transmitted to IARD. The following additional conditions relate to such electronic filings:

1. When a signature or signatures are required by the particular instructions of any filing to be made through IARD, a duly authorized officer of the applicant or the applicant himself, as required, shall affix his electronic signature to the filing by typing his name in the appropriate fields and submitting the filing to IARD. Submission of a filing in this manner shall constitute irrefutable evidence of legal signature by any individuals whose names are typed on the filing.

2. Solely for purposes of a filing made through IARD, a document is considered filed with the Division when all fees are received, and the filing is accepted by IARD on behalf of the Division.

C. Notwithstanding Subsection (B) above, the electronic filing of any particular document and the collection of related processing fees shall not be required until such time as IARD provides for receipt of such filings and fees. Any documents or fees required to be filed with the Division that are not permitted to be filed with or cannot be accepted electronically by IARD shall be filed directly with the Division.

D. An investment adviser shall be deemed to have fulfilled the requirement of filing a consent to service of process with the Division upon completing and filing the relevant portion of the revised Form ADV (Uniform Application for Investment Adviser Registration).

E. Investment advisers registered under the Act or required to be registered under the Act who experience unanticipated technical difficulties that prevent submission of an electronic filing to IARD may request a temporary hardship exemption from filing electronically with IARD. To request a temporary hardship extension, the investment adviser must:

1. File Form ADV-H (Application for a Temporary or Continuing Hardship Exemption) in paper format with the Division no later than one (1) business day after the filing that is subject of Form ADV-H was due; and

2. Submit the filing that is the subject of Form ADV-H in electronic form to IARD no later than seven (7) business days after the filing was due.

F. The temporary hardship exemption will be deemed effective upon receipt by the Division of the complete Form ADV-H. Multiple temporary hardship exemption requests within the same calendar year are discouraged and may be disallowed by the Division.

G. A continuing hardship exemption will be granted only if the investment adviser is able to demonstrate that the electronic filing requirements of this Rule are prohibitively burdensome. To apply for a continuing hardship exemption, the investment adviser must:

1. File Form ADV-H in paper format with the Division at least twenty (20) business days before a filing is due; and

2. If a filing is due to more than one state, the Form ADV-H must be filed with the state where the investment adviser’s principal place of business is located. The state who receives the application will grant or deny the application within ten (10) business days after the filing of Form ADV-H.

H. The exemption is effective upon approval by the Division. The time period of the exemption may be no longer than one (1) year after the date on which the Form ADV- H is filed. If the Division approves the application, the investment adviser must, no later than five (5) business days after the exemption approval date, submit filings to IARD in paper format (along with the appropriate processing fees) for the period of time for which the exemption is granted.

I. The decision to grant or deny a request for a hardship exemption will be made by the state where the investment adviser’s principal place of business is located, which decision will be conformed to by the other state(s) where the investment adviser is registered.

History

• Source: Miss. Code Ann. § 75-71-406(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.05 Application for Investment Adviser Registration

A. Initial Application. The application for initial registration as an investment adviser pursuant to Section 75-71-406 of the Act shall be made by filing Form ADV Parts 1 and 2 (Uniform Application for Investment Adviser Registration) electronically with IARD and paying the applicable fee. The application for initial registration shall also include the following, which shall be filed directly with the Division:

1. A copy of the entity’s formation documents currently in effect, certified by the governmental agency where filed.

2. Where the adviser does not have custody of client funds or securities or does not require payment of advisory fees six (6) months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00), a balance sheet as of the end of the investment adviser’s most recent fiscal year. Each balance sheet filed pursuant to this Rule must be:

a. Prepared in conformity with generally accepted accounting principles;

b. Certified with an original notarized signature by an officer of the adviser as true, accurate, and prepared in conformity with generally accepted accounting principles; and

c. Dated not more than forty-five (45) days prior to submission of Form ADV.

3. Where the adviser has custody of client funds or securities or requires payment of advisory fees six (6) months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00), each balance sheet filed pursuant to this Rule must be:

a. Audited in accordance with Rule 6.11(C)(1)-(3); and

b. Dated no more than forty-five (45) days prior to submission of Form ADV.

c. If the audited balance sheet is dated more than forty-five (45) days prior to submission of Form ADV, a current certified unaudited balance sheet must also be submitted.

d. An adviser in existence less than a year at the time of initial filing must submit a current certified unaudited balance sheet accompanied by a designation of the accountant who will perform the applicant’s first annual audit.

4. A copy of the surety bond required by Rule 6.07, if applicable.

5. Copies of all standard advisory contracts.

6. A list of persons, including their CRD numbers, whom the adviser intends to register as investment adviser representatives in this state.

7. Any other information the Division may reasonably require.

B. Annual Renewal. The application for annual renewal registration as an investment adviser shall be filed electronically with IARD and shall include the fee required by Rule 4.15. The application for annual renewal registration shall also include, if applicable, a copy of the surety bond required by Rule 6.07 and financial statements required by Rule 6.11 to be filed directly with the Division.

C. Updates and Amendments.

1. The Division shall be notified within thirty (30) days whenever the information contained in any application or amendment for registration as an investment adviser or representative changes in a material way or is or becomes inaccurate or incomplete in any respect.

a. Events requiring notification shall include, but are not limited to, those described in Rule 6.17.

b. An investment adviser must file electronically with IARD any amendments to the investment adviser’s Form ADV.

c. An amendment will be considered to be filed promptly if the amendment is filed within thirty (30) days of the event that requires the filing of the amendment.

2. Within ninety (90) days of the end of the investment adviser’s fiscal year, an investment adviser must file electronically with IARD an Annual Updating Amendment to the Form ADV.

D. Withdrawal of Investment Adviser Registration.

1. Withdrawal of registration as an investment adviser shall be completed by filing Form ADV-W electronically with IARD.

2. Any investment adviser who is no longer in existence or is not engaged in business as an investment adviser shall, within thirty (30) days of such cessation, file Form ADV-W electronically with IARD.

E. Completion of Filing.

1. An application for initial or renewal registration is not considered filed for purposes of Section 75-71-403(a) of the Act until the required fee and all required submissions have been received by the Division.

2. The Division is not required to issue a certification, license, or permit.

History

• Source: Miss. Code Ann. §§ 75-71-403(a), -406 (2020).

1 Miss. Admin. Code Pt. 14, R. 6.07 Bonding Requirements for Investment Advisers

A. Every investment adviser registered or required to be registered under the Act who has custody of or discretionary authority over client funds or securities shall be bonded in an amount determined by the Division based upon the number of clients and the total assets under management of the investment adviser. Such bond shall be at a minimum of Thirty Thousand Dollars ($30,000.00) for investment advisers having custody of client funds or requiring payment of advisory fees six (6) months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00), and Ten Thousand Dollars ($10,000.00) for investment advisers with discretionary authority over client funds.

B. Any bond required by this Rule shall be issued by a company qualified to do business in this state in the form determined by the Division and shall be subject to the claims of all clients of such investment adviser regardless of the client’s state of residence.

C. The requirements of this Rule shall not apply to those applicants or registrants who comply with the minimum financial requirements of Rule 6.09.

D. An investment adviser that has its principal place of business in a state other than this state shall be exempt from the requirements of Subsection (A) of this Rule, provided that the investment adviser is registered or licensed as an investment adviser in the state where it has its principal place of business and is in compliance with such state’s requirements relating to bonding and/or minimum financial requirements.

History

• Source: Miss. Code Ann. § 75-71-411(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.09 Minimum Financial Requirements for Investment Advisers

A. An investment adviser registered or required to be registered under the Act who has custody of client funds or securities or requires payment of advisory fees six (6) months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00) shall maintain at all times a minimum net worth of Thirty-Five Thousand Dollars ($35,000.00) except:

1. An investment adviser posts a bond pursuant to Rule 6.07.

2. Pursuant to these Rules, an investment adviser is otherwise exempted from complying with the bonding and net worth requirements.

B. An investment adviser registered or required to be registered under the Act who has discretionary authority over client funds or securities but does not have custody of client funds or securities shall maintain at all times a minimum net worth of Ten Thousand Dollars ($10,000.00) except:

1. An investment adviser posts a bond pursuant to Rule 6.07.

2. Pursuant to these Rules, an investment adviser is otherwise exempted from complying with the bonding and net worth requirements.

C. An investment adviser registered or required to be registered under the Act shall maintain at all times a positive net worth.

D. Unless otherwise exempted, as a condition of the right to transact business in this state, every investment adviser registered or required to be registered under the Act shall by the close of business on the next business day notify the Division if such investment adviser’s net worth is less than the minimum required. After transmitting such notice, each investment adviser shall file by the close of business on the next business day a report with the Division of its financial condition, including the following:

1. A trial balance of all ledger accounts;

2. A statement of all client funds or securities which are not segregated;

3. A computation of the aggregate amount of client ledger debit balances; and

4. A statement as to the number of client accounts.

E. Net Worth, for the purposes of this Rule, shall mean an excess of assets over liabilities, as determined by generally accepted accounting principles, but shall not include as assets: prepaid expenses (except as to items properly classified as assets under generally accepted accounting principles), deferred charges, goodwill, franchise rights, organizational expenses, patents, copyrights, marketing rights, unamortized debt discount and expense, all other assets of intangible nature; home, home furnishings, automobile(s), and any other personal items not readily marketable in the case of an individual; advances or loans to stockholders and officers in the case of a corporation; and advances or loans to partners in the case of a partnership.

F. Discretionary Authority, for the purposes of this Rule, shall not include discretion as to the price at which or the time when a transaction is or is to be effected, if, before the order is given by the investment adviser, the client has directed or approved the purchase or sale of a definite amount of the particular security.

G. For the purposes of this Rule, an investment adviser shall not be deemed to be exercising discretion when it places trade orders with a broker-dealer pursuant to a third-party trading agreement if:

1. The investment adviser has executed a separate investment adviser contract exclusively with its client which acknowledges that a third-party trading agreement will be executed to allow the investment adviser to effect securities transactions for the client in the client’s broker-dealer account;

2. The investment adviser contract specifically states that the client does not grant discretionary authority to the investment adviser and the investment adviser in fact does not exercise discretion with respect to the account; and

3. A third-party trading agreement is executed between the client and a broker- dealer which specifically limits the investment adviser’s authority in the client’s broker-dealer account to the placement of trade orders and deduction of investment adviser fees.

H. The Division may require that a current appraisal be submitted in order to establish the worth of any asset.

I. Every investment adviser that has its principal place of business in a state other than this state shall maintain only such minimum net worth as required by the state in which the investment adviser maintains its principal place of business, provided the investment adviser is registered or licensed in such state and is in compliance with such state’s minimum capital requirements.

History

• Source: Miss. Code Ann. § 75-71-411(a) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.11 Financial Reporting for Investment Advisers

A. Every investment adviser that has its principal place of business in a state other than this state shall file only such reports as required by the state in which the investment adviser maintains its principal place of business, provided the investment adviser is registered or licensed in such state and is in compliance with such state’s financial reporting requirement.

B. Unless an investment adviser is otherwise exempted from complying with the financial reporting requirements of this Rule, every registered investment adviser who has custody of client funds or securities or requires payment of advisory fees six (6) months or more in advance and in excess of Twelve Hundred Dollars ($1,200.00) for any client shall annually file with the Division an audited balance sheet as of the end of the investment adviser’s most recent fiscal year.

C. The audited balance sheet filed pursuant to this Rule must be:

1. Examined and prepared in conformity with generally accepted accounting principles;

2. Audited by an independent certified public accountant;

3. Accompanied by an opinion of the accountant as to the report of financial position, and by a note stating the principles used to prepare it, the basis of included securities, and any other explanations required for clarity; and

4. Filed with the Division within ninety (90) days following the end of the investment adviser's fiscal year.

D. The Division may reasonably require additional financial documentation to assess the financial soundness of the investment adviser.

History

• Source: Miss. Code Ann. § 75-71-411(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.12 Investment Adviser Representative: Examination Validity Extension Program

A. Notwithstanding Rule 6.13, an individual who terminates their registration as an investment adviser representative may maintain the validity of their Uniform Investment Adviser Law Examination (S65) or the investment adviser representative portion of the Uniform Combined State Law Examination (S66), as applicable, without being employed by or associated with an investment adviser or federal

covered investment adviser for a maximum of five (5) years following the termination of the effectiveness of the investment adviser representative registration if the individual meets all of the following:

1. The individual previously took and passed the examination for which they seek to maintain validity under this rule;

2. The individual was registered as an investment adviser representative for at least one (1) year immediately preceding the termination of the investment adviser representative registration;

3. The individual was not subject to a statutory disqualification as defined in Section 3(a)(39) of the Exchange Act while registered as an investment adviser representative or at any period after termination of the registration;

4. The person elects to participate in the Exam Validity Extension Program (“EVEP”) under this paragraph within two (2) years from the effective date of the termination of the investment adviser representative registration;

5. The individual does not have a deficiency under the investment adviser representative continuing education program at the time the investment adviser representative registration becomes ineffective;

6. The person completes annually on or before December 31 of each calendar year in which the person participates in the IAR EVEP:

a. six (6) Credits of IAR CE Ethics and Professional Responsibility Content offered by an Authorized Provider, including at least three (3) hours covering the topic of ethics, and

b. six (6) Credits of IAR CE Products and Practice Content offered by an Authorized Provider;

7. An individual who elects to participate in EVEP is required to complete credits required by subsection (6) of this rule for each calendar year that elapses after the individual’s investment adviser representative registration became ineffective regardless of when the individual elects to participate in EVEP; and

8. An individual who complies with the FINRA Maintaining Qualification Program under FINRA Rule 1240(c) shall be considered in compliance with Section (6)(b) of this rule.

1 Miss. Admin. Code Pt. 14, R. 6.13 Investment Adviser Representative: Registration, Renewal, and Withdrawal Requirements

A. Examination Requirements.

1. An investment adviser representative shall take and pass within the two (2) year period immediately preceding the date of the application:

a. The Uniform Investment Adviser Law Examination (S65); or

b. The Uniform Combined State Law Examination (S66) and the General Securities Representative Examination (S7).

c. The Securities Industry Essential Examination within four (4) years of the date of application.

2. Any individual who is registered as an investment adviser representative in any jurisdiction in the United States on or before January 1, 2000, and has not had a continuous two (2) year break of registration as an investment adviser representative thereafter shall not be required to satisfy the examination requirements set forth in Subsection(A)(1) of this Rule.

3. Any individual who has been registered as an investment adviser representative in any jurisdiction in the United States requiring the licensing, registration, and qualification of an investment adviser representatives within the two (2) year period immediately preceding the date of filing an application shall not be required to comply with the examination requirement set forth in Subsection (A)(1) of this Rule.

4. The examination requirements shall not apply to any individual who provides proof of holding and maintaining a current professional designation in good standing from one (1) of the following:

a. CERTIFIED FINANCIAL PLANNER ™/CFP ® certification awarded by the Certified Financial Planner Board of Standards, Inc.

b. Chartered Financial Consultant (ChFC) awarded by the American College, Bryn Mawr, Pennsylvania.

c. Personal Financial Specialist (PFS) awarded by the American Institute of Certified Public Accountants.

d. Chartered Financial Analyst (CFA) awarded by the CFA Institute.

e. Chartered Investment Counselor (CIC) awarded by the Investment Counsel Association of America, Inc.

f. Such other professional designation as the Division may by order recognize.

5. The Division may require additional examinations for any individual found to have violated the Act.

6. Loss of Professional Designations. An investment adviser representative exempt from examination requirements under Subsection (A)(4) above who subsequently loses or allows the lapse of such professional designation shall provide written notice to the Division immediately upon loss or lapse of such designation. Upon loss or lapse, the representative is no longer exempt, and his registration may be summarily suspended.

7. Any individual who is not registered as an investment adviser representative in any state for more than two (2) years but less than five (5) years, who has elected to participate in the FINRA Maintaining Qualifications Program (MQP) pursuant to FINRA Rule 1240(c), and whose appropriate FINRA qualifying examinations remain valid pursuant to effective participation in the FINRA MQP shall not have to retake the appropriate FINRA qualifying examinations to comply with the examination requirements of Section (A)(1); provided, however, that successful participation in the FINRA MQP shall not extend the Uniform Investment Adviser Law Examination (S65) or the Uniform Combined State Law Examination (S66) for purposes of investment adviser representative registration.

B. Initial Application. The application for initial registration as an investment adviser representative pursuant to Section 75-71-404(a) of the Act shall be made by:

1. Filing Form U4 (Uniform Application for Securities Industry Registration or Transfer) electronically with IARD and paying the applicable registration fee required by Rule 4.15; and

2. Providing proof of compliance with the examination requirements of Subsection (A) of this Rule.

C. Registration Renewal Requirements.

1. All registrations expire on December 31 of each year.

2. The application for annual renewal registration as an investment adviser representative shall be made by filing electronically with IARD and paying the renewal fee required by Rule 4.15.

D. Termination of Investment Adviser Representative Registration. The application for termination of registration as an investment adviser representative shall be completed by filing Form U5 (Uniform Termination Notice for Securities Industry Registration) electronically with IARD within thirty (30) days of the date of termination.

E. Updates and Amendments. The Division shall be notified within thirty (30) days whenever the information contained in any application or amendment for registration as an investment adviser or representative changes in a material way or is or becomes inaccurate or incomplete in any respect.

1. The investment adviser representative is under a continuing obligation to update information required by Form U4 as changes occur.

2. Events requiring notification shall include, but are not limited to, those described in Rule 6.17.

3. An investment adviser representative and the investment adviser must electronically file promptly with IARD any amendments to the representative’s Form U4.

4. An amendment will be considered to be filed promptly if the amendment is filed within thirty (30) days of the event that requires the filing of the amendment.

F. Completion of Filing.

1. An application for initial or renewal registration is not considered filed for purposes of Section 75-71-404(a) of the Act until the required fee and all required submissions have been received by the Division.

2. The Division is not required to issue a certificate, license, or permit.

G. Dual Registration. An investment adviser representative, only under the conditions set forth below, may associate with two (2), but not more than two (2), investment adviser firms at the same time, provided:

1. The two (2) investment adviser firms are affiliated, and both investment adviser firms agree in writing on the form prescribed by the Division (“Joint Supervisory Agreement”) to assume full supervisory responsibility for the investment adviser representative; or

2. The two (2) investment adviser firms are not affiliated, but one (1) of the investment adviser firms is affiliated with a broker-dealer firm with which the investment adviser representative is also registered as a broker-dealer agent, and both investment adviser firms agree in writing on forms prescribed by the

Secretary of State to assume full supervisory responsibility for the investment adviser representative.

3. For purposes of Subsection (G) of this Rule, affiliated means one investment adviser or broker-dealer firm controls another investment adviser or broker- dealer firm, is controlled by another investment adviser or broker-dealer firm or is under common control with another investment adviser or broker-dealer firm.

History

• Source: Miss. Code Ann. §§ 75-71-404(a)(d), -408(a), -412(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.14 Investment Adviser Representative Continuing Education

A. Investment Adviser Representative Continuing Education. Every investment adviser representative registered under Section 75-71-404 of the Act must complete the following continuing education requirements each reporting period:

1. IAR Ethics and Professional Responsibility Requirement. An investment adviser representative must complete six (6) credits of IAR Ethics and Professional Responsibility Content offered by an authorized provider, with at least three (3) credits covering the topic of ethics; and

2. IAR Products and Practice Requirement. An investment adviser representative must complete six (6) credits of IAR Products and Practice Content offered by an authorized provider.

B. Agent of FINRA-Registered Broker-Dealer Compliance. An investment adviser representative who is also registered as an agent of a FINRA-member broker-dealer and who complies with FINRA’s continuing education requirements is considered to be in compliance with Subsection (A)(2) for each applicable reporting period so long as FINRA continuing education content meets all of the following baseline criteria as determined by NASAA:

1. The continuing education content focuses on compliance, regulatory, ethical, and sales practices standards.

2. The continuing education content is derived from state and federal investment advisory statutes, rules and regulations, securities industry rules and regulations, and accepted standards and practices in the financial services industry.

3. The continuing education content requires that its participants demonstrate proficiency in the subject matter of the educational materials.

C. Credentialing Organization Continuing Education Compliance. Credits of continuing education completed by an investment adviser representative who was awarded and currently holds a credential that qualifies for an examination waiver under Rule 6.13 (A)(4) comply with Subsection (A)(1) and (A)(2) of this rule provided all of the following are true:

1. The investment adviser representative completes the credits of continuing education as a condition of maintaining the credential for the relevant reporting period.

2. The credits of continuing education completed during the relevant reporting period by the investment adviser representative are mandatory to maintain the credential.

3. The continuing education content provided by the credentialing organization during the relevant reporting period is Approved IAR Continuing Education Content.

D. IAR Continuing Education Reporting. Every investment adviser representative is responsible for ensuring that the authorized provider reports the investment adviser representative’s completion of the applicable IAR continuing education requirements.

E. No Carry-Forward. An investment adviser representative who completes credits of continuing education in excess of the amount required for the reporting period may not carry forward excess credits to a subsequent reporting period.

F. Failure to Complete or Report. An investment adviser representative who fails to comply with this Rule by the end of a reporting period will renew as “CE Inactive” at the close of the calendar year in this state until the investment adviser representative completes and reports all required continuing education credits for all reporting periods as required by this Rule. An investment adviser representative who is CE Inactive at the close of the next calendar year is not eligible for investment adviser representative registration or renewal of an investment adviser representative registration.

G. Discretionary Waiver by the Administrator. The administrator may, in its discretion, waive any requirements of this Rule.

H. Home State. An investment adviser representative registered or required to be registered in this state who is registered as an investment adviser representative in the individual’s home state is considered to be in compliance with this rule provided that both of the following are true:

1. The investment adviser representative’s home state has continuing education requirements that are at least as stringent as the NASAA Model Rule on Investment Adviser Representative Education.

2. The investment adviser representative is in compliance with the home state’s investment adviser representative continuing education requirements.

I. Unregistered Periods. An investment adviser representative who was previously registered under the Act and became unregistered must complete continuing education for all reporting periods that occurred between the time that the investment adviser representative became unregistered and when the person became registered again under the Act unless the investment adviser representative takes and passes the examination or receives an examination waiver as required by Rule 6.13 in connection with the subsequent application for registration.

J. Definitions. For the purposes of this Rule:

1. Approved IAR Continuing Education Content means the materials, written, oral, or otherwise that have been approved by NASAA or its designee and which make up the educational program provided to an investment adviser representative under this rule.

2. Authorized Provider means a person that NASAA or its designee has authorized to provide continuing education content required by this rule.

3. CE Inactive means a registration status that indicates the investment adviser representative has not satisfied the continuing education requirement for the previous reporting period and serves as notice that the investment adviser representative will not be eligible for registration renewal at the close of the calendar year unless all continuing education requirements are brought current.

4. Credit means a unit that has been designated by NASAA or its designee as at least 50 minutes of educational instruction.

5. Home State means the state in which the investment adviser representative has its principal office and place of business.

6. IAR Ethics and Professional Responsibility Content means Approved IAR Continuing Education Content that addresses an investment adviser representative’s ethical and regulatory obligations.

7. IAR Products and Practice Content means Approved IAR Continuing Education Content that addresses an investment adviser representative’s continuing skills and knowledge regarding financial products, investment features, and practices in the investment advisory industry.

8. Reporting Period means one twelve-month (12) period as determined by NASAA. An investment adviser representative’s initial reporting period with this state commences the first day of the first full reporting period after the individual is registered or required to be registered with this state.

History

• Source: Miss. Code Ann. §§ 75-71-406, -411 (2020).

1 Miss. Admin. Code Pt. 14, R. 6.15 Notice Filing Requirements for Federal Covered Advisers

A. Notice Filing. The notice filing for a federal covered investment adviser pursuant to Section 75-71-405(a) of the Act shall be filed electronically with IARD on an executed Form ADV (Uniform Application for Investment Adviser Registration). A notice filing of a federal covered investment adviser shall be deemed filed when the fee required by Rule 4.15 and the Form ADV are filed electronically with and accepted by IARD on behalf of the Division.

B. Form ADV Part 2. The Division may:

1. Accept a copy of Part 2 of Form ADV as filed electronically with IARD; or

2. Deem Part 2 of Form ADV filed if a federal covered investment adviser provides, within five (5) days of a request, Part 2 of Form ADV to the Division. Because the Division deems Part 2 of Form ADV to be filed, a federal covered investment adviser is not required to submit Part 2 of Form ADV to the Division unless requested.

C. Renewal. The annual renewal of the notice filing for a federal covered investment adviser pursuant to Section 75-71-405(c) of the Act shall be filed electronically with IARD. The renewal of the notice filing for a federal covered investment adviser shall be deemed filed when the fee required by Rule 4.15 is filed with and accepted by IARD on behalf of the Division.

D. Updates and Amendments. A federal covered investment adviser must file electronically with IARD any amendments to the federal covered investment adviser’s Form ADV.

E. Terminations and Withdrawals. Terminations and withdrawals of notice filings shall be completed by following the instructions on Form ADV-W and filing Form ADV-W with IARD.

F. A federal covered investment adviser may submit a notice filing for a successor, whether or not the successor is then in existence, for the unexpired portion of the notice filing. There shall be no filing fee.

History

• Source: Miss. Code Ann. §§ 75-71-405(a), -407(a) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.17 Change of Material Information; Amendment

The Division shall be notified within thirty (30) days whenever the information contained in any application or amendment for registration as an investment adviser or representative changes in a material way or is or becomes inaccurate or incomplete in any respect. Events requiring notification shall include, but are not limited to, the following:

A. Change in firm name, ownership, management, or control of an investment adviser, or a change in any of its partners, officers, or persons in similar positions, or its business address, or the creation or termination of a branch office in this state. Notice of such change shall be filed with IARD, in accordance with the instructions in Form ADV along with a satisfactory rider or endorsement to the required surety bond.

B. Change in type of entity, general plan, or character of an investment adviser's business or method of operation.

C. Insolvency, dissolution, liquidation, or a material adverse change or impairment of working capital, or noncompliance with the minimum capital or bond requirements.

D. Termination of business or discontinuance of activities as an investment adviser.

E. The naming of an investment adviser, investment adviser representative, principal, officer, and/or employee as a defendant or respondent in one or more of the following instances:

1. Criminal allegations involving any aspect of the securities or any aspect of the securities business, or any felony.

2. Civil allegations involving a security or any aspect of the securities business, or any activity alleging a breach of a fiduciary trust, or fraud.

3. Administrative allegations involving a security or any aspect of the securities business, or any activity alleging a breach of a fiduciary trust, or fraud.

4. Arbitration proceedings with allegations involving a security or any aspect of the securities business, or any activity alleging a breach of a fiduciary trust, or fraud.

5. Any proceeding in which an adverse decision could result in:

a. A denial, suspension, or revocation, or the equivalent of those terms, of a license, permit, certification, registration, or charter;

b. The imposition of a fine or other penalty; or

c. An expulsion or barring from membership in a self-regulatory association or organization.

6. Judgments, liens, and bankruptcy filing proceedings.

History

• Source: Miss. Code Ann. § 75-71-406(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.19 Record Keeping Requirements for Investment Advisers

A. Every investment adviser registered or required to be registered under the Act shall make and keep true, accurate, and current the following books, ledgers, and records:

1. A journal or journals, including cash receipts and disbursement records, and any other records of original entry forming the basis of entries in any ledger.

2. General and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income, and expense accounts.

3. A memorandum of each order given by the investment adviser for the purchase or sale of any security, of any instruction received by the investment adviser from the client concerning the purchase, sale, receipt, or delivery of a particular security, and of any modification or cancellation of any such order or instruction. The memoranda shall show the terms and conditions of the order, instruction, modification, or cancellation; shall identify the person connected with the investment adviser who recommended the transaction to the client and the person who placed the order; and shall show the account for which entered, the date of entry, and the bank or broker-dealer by or through whom executed, where appropriate. Orders entered pursuant to the exercise of discretionary power shall be so designated.

4. All checkbook, bank statements, canceled checks, and cash reconciliations of the investment adviser.

5. All bills or statements (or copies of), paid or unpaid, relating to the investment adviser’s business as an investment adviser.

6. All trial balances, financial statements, and internal audit working papers relating to the investment adviser’s business.

7. Originals of all written communications received and copies of all written communications sent by the investment adviser relating to:

a. Any recommendation made or proposed to be made and any advice given or proposed to be given;

b. Any receipt, disbursement, or delivery of funds or securities; or

c. The placing or execution of any order to purchase or sell any security, provided, however,

i. That the investment adviser shall not be required to keep any unsolicited market letters and other similar communications of general public distribution not prepared by or for the investment adviser, and

ii. That if the investment adviser sends any notice, circular, or other advertisement offering any report, analysis, publication, or other investment advisory service to more than ten (10) persons, the investment adviser shall not be required to keep a record of the names and addresses of the persons to whom it was sent, except that if the notice, circular or advertisement is distributed to persons named on any list, the investment adviser shall retain with the copy of the notice, circular, or advertisement a memorandum describing the list and its source.

8. A list or other record of all accounts which identifies the accounts in which the investment adviser is vested with any discretionary power with respect to the funds, securities, or transactions of any client.

9. A copy of all powers of attorney and other evidence of the granting of any discretionary authority by any client to the investment adviser.

10. A copy in writing of each agreement entered into by the investment adviser with any client and all other written agreements otherwise relating to the investment adviser's business as an investment adviser.

11. A file containing a copy of each notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication, including by electronic media, that the investment adviser circulates or distributes, directly or indirectly, to two (2) or more persons (other than persons connected with the investment adviser). If the notice, circular, advertisement, newspaper article,

investment letter, bulletin, or other communication, including by electronic media, recommends the purchase or sale of a specific security and does not state the reasons for the recommendation, a memorandum of the investment adviser indicating the reasons for the recommendation shall also be included.

12. A record of every transaction in a security in which the investment adviser or any advisory representative (as hereinafter defined) of the investment adviser has, or by reason of any transaction acquires, any direct or indirect beneficial ownership.

a. The record shall state the title and amount of the security involved; the date and nature of the transaction (i.e., purchase, sale or other acquisition or disposition); the price at which it was effected; and the name of the broker-dealer or bank with or through whom the transaction was effected. The record may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission that the investment adviser or advisory representative has any direct or indirect beneficial ownership in the security. A transaction shall be recorded not later than ten (10) days after the end of the calendar quarter in which the transaction was effected.

b. The investment adviser or advisory representative shall not be required to keep records of:

i. Transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control; and

ii. Transactions in securities which are direct obligations of the United States.

c. For purposes of Subsection (A)(12) of this Rule, the following definitions will apply:

i. The term Advisory Representative shall mean any partner, officer, or director of the investment adviser; any employee who participates in any way in the determination of which recommendations shall be made; any employee who, in connection with his duties, obtains any information concerning which securities are being recommended prior to the effective dissemination of the recommendations; and any of the following persons who obtain information concerning securities recommendations being made by the investment adviser prior to the effective dissemination of the recommendations:

(A) Any person in a control relationship to the investment adviser,

(B) Any affiliated person of a controlling person, and

(C) Any affiliated person of an affiliated person.

ii. Control shall mean the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such company.

d. An investment adviser shall not be deemed to have violated the provisions of Subsection (A)(12) of this Rule because of the failure to record securities transactions of any advisory representative if the investment adviser establishes that it instituted adequate procedures and used reasonable diligence to promptly obtain reports of all transactions required to be recorded.

13. Notwithstanding the provisions of Subsection (A)(12) above, where the investment adviser is primarily engaged in a business or businesses other than advising investment advisory clients, a record of every transaction in a security in which the investment adviser or any advisory representative (as hereinafter defined) of the investment adviser has, or by reason of any transaction acquires, any direct or indirect beneficial ownership.

a. The record shall state the title and amount of the security involved; the date and nature of the transaction (i.e., purchase, sale, or other acquisition or disposition); the price at which it was effected; and the name of the broker-dealer or bank with or through whom the transaction was effected. The record may also contain a statement declaring that the reporting or recording of any transaction shall not be construed as an admission that the investment adviser or advisory representative has any direct or indirect beneficial ownership in the security. A transaction shall be recorded not later than ten (10) days after the end of the calendar quarter in which the transaction was effected. b. The investment adviser or any advisory representative shall not be required to keep records of:

i. Transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control; and

ii. Transactions in securities which are direct obligations of the United States.

c. An investment adviser is “primarily engaged in a business or businesses other than advising investment advisory clients” when, for each of its most recent three (3) fiscal years or for the period of time since organization, whichever is lesser, the investment adviser derived, on an unconsolidated basis, more than fifty percent (50%) of:

i. Its total sales and revenue, and

ii. Its income (or loss) before income taxes and extraordinary items from such other business or businesses.

d. For the purposes of Subsection (A)(13) of this Rule, the following definitions will apply:

i. The term Advisory Representative, when used in connection with a company primarily engaged in a business or businesses other than advising investment advisory clients, shall mean any partner, officer, director, or employee of the investment adviser who participates in any way in the determination of which recommendation shall be made, or whose functions or duties relate to the determination of which securities are being recommended prior to the effective dissemination of the recommendations. The term shall also apply to any of the follow persons who obtain information concerning securities recommendations being made by the investment adviser prior to the effective dissemination of such recommendations or of the information concerning the recommendations:

(A) Any person in a control relationship to the investment adviser;

(B) Any affiliated person of a controlling person; and

(C) Any affiliated person of an affiliated person.

ii. Control shall mean the power to exercise a controlling influence over the management policies of a company unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such company.

e. An investment adviser shall not be deemed to have violated the provisions of Subsection (A)(13) of this Rule because of the failure to record securities transactions of any advisory representative if the investment adviser establishes that it instituted adequate procedures and used reasonable diligence to promptly obtain reports of all transactions required to be recorded.

14. A copy of each written statement, amendment, or revision given or sent to any client or prospective client of the investment adviser in accordance with the provisions of Rules 6.23 and 6.29 and a record of the dates that each written statement, amendment, or revision was given, or offered to be given, to any client or prospective client who subsequently becomes a client.

15. For each client that was obtained by the adviser by means of a solicitor to whom a cash fee was paid by the adviser:

a. Evidence of a written agreement to which the adviser is a party related to the payment of such fee;

b. A signed and dated acknowledgment of receipt from the client evidencing the client's receipt of the investment adviser's disclosure statement and a written disclosure statement of the solicitor; and

c. A copy of the solicitor's written disclosure statement. The written agreement, acknowledgment, and solicitor disclosure statement will be considered in compliance if such documents are in compliance with Rule 6.31. For the purposes of this Rule, the term Solicitor is defined in Rule 6.31(A).

16. All accounts, books, internal working papers, and any other records or documents that are necessary to form the basis for or demonstrate the calculation of the performance or rate of return of all managed accounts or securities recommendations in any notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication, including but not limited to electronic media that the investment adviser circulates or distributes, directly or indirectly, to two (2) or more persons (other than persons connected with the investment adviser); provided, however, that, with respect to the performance of managed accounts, the retention of all account statements, if they reflect all debits, credits, and other transactions in a client's account for the period of the statement, and all worksheets necessary to demonstrate the calculation of the performance or rate of return of all managed accounts shall be deemed to satisfy the requirements of this Subsection.

17. A file containing a copy of all written communications received or sent (1) regarding any litigation involving the investment adviser or any investment adviser representative or employee and (2) regarding any written customer or client complaint.

18. Written information about each investment advisory client that is the basis for making any recommendation or providing any investment advice to such client.

19. Written procedures that supervise the activities of employees and investment adviser representatives and that are reasonably designed to achieve compliance with applicable securities laws and regulations.

20. A file containing a copy of each document (other than any notices of general dissemination) that was filed with or received from any state or federal agency or self-regulatory organization and that pertains to the registrant or its investment adviser representatives. The file should contain, but is not limited to, all applications, amendments, renewal filings, and correspondence.

21. Copies, with original signatures of the investment adviser’s appropriate signatory and the investment adviser representative, of each initial Form U4; Each amendment to Disclosure Reporting Pages (DRPs U4) must be retained by the investment adviser (filing on behalf of the investment adviser representative) and must be made available for inspection upon regulatory request.

22. When the adviser has inadvertently held or obtained a client’s securities or funds and returned them to the client within three (3) business days of receiving them or has forwarded checks drawn by clients and made payable to third parties within three (3) business days of receipt, the adviser will be considered as not having custody but shall keep the following records:

a. For receipt of client securities or funds, a ledger or other listing of all securities or funds received and returned, including the following information:

i. Issuer;

ii. Type of security and series;

iii. Date of issue;

iv. For debt instruments, the denomination, interest rate, and maturity date;

v. Certificate number, including alphabetical prefix or suffix;

vi. Name in which registered;

vii. Date received by the adviser;

viii. Date returned to client or sender;

ix. Form of delivery to client or sender, or copy of the form of delivery to client or sender; and

x. Mail confirmation number, if applicable, or confirmation by client or sender of the fund’s or security’s return.

b. For checks made payable to a third party, a ledger or other listing of all checks received and forwarded, including the following information:

i. Payor;

ii. Type of check (personal, corporate, etc.);

iii. Date of check;

iv. Amount of check;

v. Check number;

vi. Payee;

vii. Date received by the adviser;

viii. Date forwarded to the third party;

ix. Form of delivery to third party, or copy of the form delivery to third party; and

x. Mail confirmation number, if applicable, or confirmation by the third party of the check’s receipt.

xi. A copy of the check will suffice for items (b)(i)-(vi) above.

23. If an investment adviser obtains possession of securities that are acquired from the issuer in a transaction or chain of transactions not involving any public offering that comply with the exception from custody under Rule 6.35(B)(2), the adviser shall keep the following records:

a. A record showing the issuer or current transfer agent’s name, address, phone number, and other applicable contract information pertaining to the party responsible for recording client interests in the securities; and

b. A copy of any legend, shareholder agreement, or other agreement showing that those securities that are transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer.

B. Additional recordkeeping requirements for advisers with custody.

1. If an investment adviser has custody, the records required to be made and kept under Subsection (A) of this Rule shall also include:

a. A copy of any and all documents executed by the client (including limited power of attorney) under which the adviser is authorized or permitted to withdraw a client’s funds or securities maintained with a custodian upon the adviser’s instruction to the custodian.

b. A journal or other record showing all purchases, sales, receipts, and deliveries of securities (including certificate numbers) for all accounts and all other debits and credits to the accounts.

c. A separate ledger account for each client showing all purchases, sales, receipts, and deliveries of securities, as well as the date and price of each purchase and sale and all debits and credits.

d. Copies of confirmations of all transactions effected by or for the account of any client.

e. A record for each security in which any client has a position; such record shall show the name of each client having any interest in each security, the amount or interest of each client, and the location of each security.

f. A copy of each of the client’s quarterly account statements, as generated and delivered by the qualified custodian. If the adviser also generates a statement that is delivered to the client, the adviser shall also maintain copies of such statements along with the date such statements were sent to the clients.

g. If applicable to the adviser’s situation, a copy of the auditor’s report, as well as financial statements and a letter verifying the completion of the examination by an independent certified public accountant and describing the nature and extent of the examination.

h. A record of any finding by the independent certified public accountant of any material discrepancies found during the examination.

i. If applicable, evidence of the client’s designation of an independent representative.

2. If an investment adviser has custody because it advises a pooled investment vehicle, as used in Rule 6.35(C)(1)(d), the adviser shall also keep the following records:

a. True, accurate, and current account statements.

b. Where the adviser complies with Rule 6.35(B)(3), the records required to be made and kept shall include:

i. The date(s) of the audit;

ii. A copy of the audited financial statements; and

iii. Evidence of the mailing of the audited financials to all limited partners, members, or other beneficial owners within one hundred twenty (120) days of the end of its fiscal year.

c. Where the adviser complies with Rule 6.35(A)(7), the records required to be made and kept shall include:

i. A copy of the written agreement with the independent party reviewing all fees and expenses, indicating the responsibilities of the independent third party; and

ii. Copies of all invoices and receipts showing approval by the independent party for payment through the qualified custodian.

C. Every investment adviser subject to Subsection (A) of this Rule who renders any investment supervisory or management service to any client shall, with respect to the portfolio being supervised or managed and to the extent that the information is reasonably available to or obtainable by the investment adviser, make and keep true, accurate, and current:

1. Records showing for each separate client the securities purchased and sold as well as the date, amount, and price of each purchase and sale.

2. For each security in which any client has a current position, information from which the investment adviser can promptly furnish the name of each the client and the current amount or interest of the client.

D. Any books or records required by this Rule may be maintained by the investment adviser in such manner that the identity of any client to whom the investment adviser renders investment supervisory services is indicated by numerical or alphabetical code or some similar designation.

E. Every investment adviser subject to Section (A) of this Rule shall preserve the following records in the manner prescribed:

1. All books and records required to be made under the provisions of Subsections (A) through (C) of this Rule (except for books and records required to be made under the provisions of Subsections (A)(11) and (A)(16)), shall be maintained and preserved in an easily accessible place for a period of not fewer than five (5) years from the end of the fiscal year during which the last entry was made on record. The first two (2) years they shall be kept in the principal office of the investment adviser.

2. Partnership articles and any amendments, articles of incorporation, charters, minute books, and stock certificate books of the investment adviser and of any predecessor, shall be maintained in the principal office of the investment adviser and preserved until at least three (3) years after termination of the enterprise.

3. Books and records required to be made under the provisions of Subsections (A)(11) and (A)(16) of this Rule shall be maintained and preserved in an easily accessible place for a period of not fewer than five (5) years, the first two (2) years in an the principal office of the investment adviser, from the end of the fiscal year during which the investment adviser last published or otherwise disseminated, directly or indirectly, the notice, circular, advertisement, newspaper article, investment letter, bulletin, or other communication, including by electronic media.

4. Books and records required to be made under the provisions of Subsections (A)(17) through (20) of this Rule shall be maintained and preserved in an easily accessible place for a period of not fewer than five (5) years from the end of the fiscal year during which the last entry was made on such record or for the time period during which the investment adviser was registered or required to be registered in the state, if less. The first two (2) years they shall be kept in the principal office of the investment adviser.

5. Notwithstanding other record preservation requirements of this Rule, the following records or copies shall be maintained at the business location of the investment adviser from which the customer or client is being provided or has been provided with investment advisory services:

a. Records required to be preserved under Subsections (A)(3), (7)-(10), (14)- (15), (17)-(19); (B); and (C) of this Rule, inclusive; and

b. The records or copies required under the provision of Subsections (A)(11) and (A)(16) when such records or related records identify the name of the investment adviser representative providing investment advice from that business location, or identify the business location’s physical address, mailing address, electronic mailing address, or telephone number. The records will be maintained for the period described in this Subsection (E).

F. An investment adviser subject to Subsection (A), before ceasing to conduct or discontinuing business as an investment adviser, shall arrange for and be responsible for the preservation of the books and records required to be maintained and preserved under this Rule for the remainder of the period specified in this Rule, and it shall notify the Division in writing of the exact address where the books and records will be maintained during the period.

G. Production of records

1. Pursuant to this Rule, the records required to be maintained and preserved may be immediately produced or reproduced, and maintained and preserved for the required time, by an investment adviser on:

a. Paper or hard copy form, as those records are kept in their original form; or

b. Micrographic media, including microfilm, microfiche, or any similar medium; or

c. Electronic storage media, including any digital storage medium or system that meets the terms of this Rule.

2. The investment adviser must:

a. Arrange and index the records in a way that permits easy location, access, and retrieval of any particular record;

b. Provide promptly any of the following that the Division (by its examiners or other representatives) may request:

i. A legible, true, and complete copy of the record in the medium and format in which it is stored;

ii. A legible, true, and complete printout of the record; and

iii. Means to access, view, and print the records; and

c. Separately store, for the time required for preservation of the original record, a duplicate copy of the record on any medium allowed by this Rule.

3. In the case of records created or maintained on electronic storage media, the investment adviser must establish and maintain procedures:

a. To maintain and preserve the records so as to reasonably safeguard them from loss, alteration, or destruction;

b. To limit access to the records to properly authorized personnel and the Division (including its examiners and other representatives); and

c. To reasonably ensure that any reproduction of a non-electronic original record on electronic storage media is complete, true, and legible when retrieved.

H. For the purposes of this Rule, Investment Supervisory Services means the giving of continuous advice as to the investment of funds on the basis of the individual needs of each client; and Discretionary Power shall not include discretion as to the price at which or the time when a transaction is or is to be effected, if, before the order is given by the investment adviser, the client has directed or approved the purchase or sale of a definite amount of the particular security.

I. Any book or other record made, kept, maintained and preserved in compliance with SEC Rules 17a-3 (17 C.F.R. § 240.17a-3) and 17a-4 (17 C.F.R. § 240.17a-4) under the Securities Exchange Act of 1934, which is substantially the same as the book or other record required to be made, kept, maintained and preserved under this Rule, shall be deemed to be made, kept, maintained and preserved in compliance with this Rule.

J. Every investment adviser registered or required to be registered in this state and that has its principal place of business in a state other than this state shall be exempt from the requirements of this Rule, provided the investment adviser is licensed or registered in such state and is in compliance with such state's recordkeeping requirements.

K. Every investment adviser that exercises voting authority with respect to client securities shall make, maintain, and preserve records in compliance with SEC Rule 204-2(c)(2) (17 C.F.R. § 275.204-2(c)(2)) relating to proxy voting.

History

• Source: Miss. Code Ann. § 75-71-411(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.21 Segregated Accounts

An investment adviser shall at all times keep its customers’ securities and funds in trust and segregated from its own securities and funds.

A. All financial transactions between the investment adviser and its clients are to be effected through one (1) or more bank accounts, each to be designated “special account for the exclusive benefit of clients of [name of investment adviser];” each shall be separate from any other bank accounts of the investment adviser and shall at no time be used directly or indirectly as security for a loan to the investment adviser by the bank and shall be subject to no right, lien, or claim of any kind in favor of the bank or any persons claiming through the bank; and each shall be separate from any other bank account used by the investment adviser to pay operating and administrative expenses.

B. Immediately after accepting custody or possession of funds or securities from any client, an investment adviser must notify such client in writing of the place and manner in which such funds and securities will be maintained, and thereafter, if and when there is any change in the place or manner in which such funds or securities are being maintained, must give such client written notice thereof.

History

• Source: Miss. Code Ann. §§ 75-71-411(c)(1), -411(f) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.23 Compliance-Supervision

A. It is unlawful for an investment adviser registered or required to be registered pursuant to the Act to provide investment advice to clients unless the investment adviser establishes, maintains, and enforces written policies and procedures tailored to the investment adviser’s business model, taking into account the size of the firm, type(s) of services provided, and the number of locations of the investment adviser. The written policies and procedures must provide for at least the following:

1. Compliance Policies and Procedures. The investment adviser must establish, maintain, and enforce written compliance policies and procedures reasonably designed to prevent and detect any violations of the Act and Rules promulgated thereunder.

2. Supervisory Policies and Procedures. The investment adviser must establish, maintain, and enforce written supervisory policies and procedures reasonably designed to prevent violations by the investment adviser’s supervised persons of the Act and the Rules promulgated thereunder.

3. Proxy Voting Policies and Procedures.

a. If the investment adviser has the authority to vote client securities:

i. The investment adviser must establish, maintain, and enforce written proxy voting policies and procedures that are reasonably designed to ensure that the investment adviser votes client securities in the best interest of clients. These procedures must include how the investment adviser addresses material conflicts that may arise between its interests and those of the investment adviser’s clients.

ii. Disclose to clients how they may obtain information from the investment adviser about how it voted with respect to their securities.

iii. Describe to clients the investment adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.

b. If the investment adviser does not have the authority to vote client securities, then this information must be disclosed to clients.

4. Physical Security and Cybersecurity Policies and Procedures. The investment adviser must establish, implement, update, and enforce written physical security and cybersecurity policies and procedures reasonably designed to ensure the confidentiality, integrity, and availability of physical and electronic records and information. The policies and procedures must be tailored to the investment adviser’s business model, taking into account the size of the firm, type(s) of services provided, and the number of locations of the investment adviser.

a. The physical security and cybersecurity policies and procedures must:

i. Protect against reasonably anticipated threats or hazards to the security or integrity of client records and information;

ii. Ensure that the investment adviser safeguards confidential client records and information; and

iii. Protect any records and information the release of which could result in harm or inconvenience to any client.

b. The physical security and cybersecurity policies and procedures must cover at least five functions:

i. Identify. Develop the organizational understanding to manage information security risk to systems, assets, data, and capabilities.

ii. Protect. Develop and implement the appropriate safeguards to ensure delivery of critical infrastructure services.

iii. Detect. Develop and implement the appropriate activities to identify the occurrence of an information security event.

iv. Respond. Develop and implement the appropriate activities to take action regarding a detected information security event.

v. Recover. Develop and implement the appropriate activities to maintain plans for resilience and to restore any capabilities or services that were impaired due to an information security event.

c. Privacy Policy. The investment adviser must deliver upon the investment adviser’s engagement by a client, and on an annual basis thereafter, a privacy policy to each client that is reasonably designed to aid in the client’s understanding of how the investment adviser collects and shares, to the extent permitted by state and federal law, nonpublic personal information. The investment adviser must promptly update and deliver to each client an amended privacy policy if any of the information in the policy becomes inaccurate.

5. Material Nonpublic Information Policy and Procedures. The investment adviser must establish, maintain, and enforce written policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by the investment adviser or any person associated with the investment adviser.

6. Business Continuity and Succession Plan. The investment adviser must establish, maintain, and enforce written policies and procedure relating to a business continuity and succession plan. The plan must provide for at least the following:

a. The protection, backup, and recovery of books and records.

b. Alternate means of communications with customers, key personnel, employees, vendors, service providers (including third-party custodians), and regulators, including, but not limited to, providing notice of a significant business interruption or the death or unavailability of key personnel or other disruptions or cessation of business activities.

c. Office relocation in the event of temporary or permanent loss of a principal place of business.

d. Assignment of duties to qualified responsible persons in the event of the death or unavailability of key personnel.

e. Otherwise minimizing service disruptions and client harm that could result from a sudden significant business interruption.

B. Annual Review. The investment adviser must review, no less frequently than annually, the adequacy of the policies and procedures established pursuant to this section and the effectiveness of their implementation.

C. Chief Compliance Officer. The investment adviser must designate a supervised person as the chief compliance officer responsible for administering the investment adviser’s policies and procedures.

History

• Source: Miss. Code Ann. § 75-71-411 (2020).

1 Miss. Admin. Code Pt. 14, R. 6.25 Standards of Conduct

A person who is an investment adviser, an investment adviser representative, or a federal covered investment adviser is a fiduciary and has a duty to act primarily for the benefit of its clients. Acts, conduct, and practices, including, but not limited to, the following, are considered contrary to such duty and may constitute grounds for denial, suspension, revocation of registration, a bar, imposition of fines, or such other action authorized by statute:

A. Recommending to a client to whom investment advisory, supervisory, management, or consulting services are provided the purchase, sale, or exchange of any security without reasonable grounds to believe that the recommendation is suitable for the client on the basis of information furnished by the client after reasonable inquiry concerning the client's investment objectives, risk tolerance, financial situation, and needs, and any other information known or acquired by the investment adviser investment adviser representative or federal covered investment adviser.

B. Placing an order to purchase or sell a security for a client’s account without authority to do so.

C. Placing an order to purchase or sell a security for a client’s account upon instruction from a third party without first having obtained a written third-party trading authorization from the client.

D. Borrowing money or securities from a client unless the client is a broker-dealer, an affiliate of the investment adviser, or a financial institution engaged in the business of loaning funds.

E. Loaning money to a client unless the investment adviser is a financial institution engaged in the business of loaning funds or the client is an affiliate of the investment adviser.

F. Publishing, circulating, or distributing any advertisement which does not comply with Rule 206(4)-1 under the Investment Advisers Act of 1940 (17 C.F.R. § 206(4)-1), as now or hereafter amended.

G. It is unlawful for any investment adviser or investment adviser representative to enter into, extend, or renew any investment advisory contract with an investment advisory client without a written advisory contract which provides:

1. The services to be provided, the term of the contract, the investment advisory fee, the formula for computing the fee, the amount of prepaid fee to be returned in the event of termination or non-performance of the contract, and whether any discretionary power is granted to the investment adviser or investment adviser representative;

2. That no direct or indirect assignment or transfer of the contract may be made by the investment adviser or investment adviser representative without the consent of the client or other party to the contract;

3. Whether the investment adviser or investment adviser representative will be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of the client; and

4. That the investment adviser, if a partnership, shall notify the client or other party to the investment contract of any change in the membership of the partnership within a reasonable time after the change.

H. It is unlawful for any investment adviser or investment adviser representative to:

1. Include in any advisory contract a “hedge clause” or any other language which may lead a client to believe that legal rights have been restricted or waived.

2. Include in an advisory contract any condition, stipulation, or provisions binding any person to waive compliance with any provision of this act or of the Investment Advisers Act of 1940, or any other practice contrary to the provisions of Section 215 of the Investment Advisers Act of 1940.

3. Enter into, extend, or renew any advisory contract contrary to the provisions of Section 205 of the Investment Advisers Act of 1940. This provision shall apply to all investment advisers and investment adviser representatives registered or required to be registered under this Act, notwithstanding whether such adviser or representative would be exempt from federal registration pursuant to Section 203(b) of the Investment Advisers Act of 1940.

I. Performance Fees. It is unlawful for any investment adviser or investment adviser representative to enter into, extend, or renew an investment advisory contract which

provides for compensation to the investment adviser on the basis of a share of capital gains upon or capital appreciation of the funds, or any portion of the funds, of the client unless the following conditions are met.

1. The client entering into the contract must be:

a. A natural person or a company who, immediately after entering into the contract, has at least Seven Hundred Fifty Thousand Dollars ($750,000.00) under the management of the investment adviser; or

b. A person who the investment adviser and its investment adviser representatives reasonably believe, immediately before entering into the contract, is a natural person or a company whose net worth, at the time the contract is entered into, exceeds One Million Five Hundred Thousand Dollars ($1,500,000.00). The net worth of a natural person may include assets held jointly with that person’s spouse.

2. The compensation paid to the investment adviser with respect to the performance of any securities over a given period must be based on a formula with the following characteristics:

a. In the case of securities for which market quotations are readily available within the meaning of Rule 2a-4(a)(1) under the Investment Company Act of 1940 (Definition of “Current Net Asset Value” for Use in Computing Periodically the Current Price of Redeemable Security), the formula must include the realized capital losses and unrealized capital depreciation of the securities over the period;

b. In the case of securities for which market quotations are not readily available within the meaning of Rule 2a-4(a)(1) under the Investment Company Act of 1940, the formula must include:

i. The realized capital losses of securities over the period; and

ii. If the unrealized capital appreciation of the securities over the period is included, the unrealized capital depreciation of the securities over the period; and

c. The formula must provide that any compensation paid to the investment adviser under this Rule is based on the gains less the losses (computed in accordance with Subsections (I)(2)(a) and (b) of this Rule) in the client’s account for a period of not less than one (1) year.

3. Before entering into the advisory contract and in addition to the requirements of Form ADV, the investment adviser must disclose in writing to the client or the

client’s independent agent all material information concerning the proposed advisory arrangement, including the following:

a. That the fee arrangement may create an incentive for the investment adviser to make investments that are riskier or more speculative than would be the case in the absence of a performance fee.

b. Where relevant, that the investment adviser may receive increased compensation with regard to unrealized appreciation as well as realized gains in the client’s account.

c. The periods that will be used to measure investment performance throughout the contract and their significance in the computation of the fee.

d. The nature of any index that will be used as a comparative measure of investment performance, the significance of the index, and the reason the investment adviser believes that the index is appropriate.

e. Where the investment adviser’s compensation is based in part on the unrealized appreciation of securities for which market quotations are not readily available within the meaning of Rule 2a-4(a)(1) under the Investment Company Act of 1940, how the securities will be valued and the extent to which the valuation will be independently determined.

4. The investment adviser and any investment adviser representative who enters into the contract must reasonably believe, immediately before entering into the contract, that the contract represents an arm’s length arrangement between the parties and that the client (or in the case of a client which is a company as defined in Rule 6.25(L)(4), the person representing the company), alone or together with the client’s independent agent, understands the proposed method of compensation and its risks. The representative of a company may be a partner, director, officer, employee of the company or the trustee, where the company is a trust, or any other person designated by the company or trustee, but must satisfy the definition of client’s independent agent set forth in Rule 6.25(L)(3).

J. Any person entering into or performing an investment advisory contract under this Rule is not relieved of any obligations under Section 75-71-502(b) of the Act or any other applicable provision of the Act or any rule or order thereunder.

K. Nothing in this Rule shall relieve a client’s independent agent from any obligation to the client under applicable law.

L. The following definitions apply for the purposes of this Rule:

1. Affiliate shall have the same definition as in Section 2(a)(3) of the Investment Company Act of 1940.

2. Assignment, as used in Subsection (G)(2) of this Rule, includes, but is not limited to, any transaction or event that results in any change to the individuals or entities with the power, directly or indirectly, to direct the management or policies of or to vote more than fifty percent (50%) of any class of voting securities of, the investment adviser or federal covered investment adviser as compared to the individuals or entities who had such power as of the date when the contract was first entered into, extended, or renewed.

3. Client’s Independent Agent means any person who agrees to act as an investment advisory client’s agent in connection with the contract; the definition does not include:

a. The investment adviser relying on this Rule;

b. An affiliated person of the investment adviser or an affiliated person of an affiliated person of the investment adviser, including an investment adviser representative;

c. An interested person of the investment adviser;

d. A person who receives, directly or indirectly, any compensation in connection with the contract from the investment adviser, an affiliated person of the investment adviser, an affiliated person of an affiliated person of the investment adviser, or an interested person of the investment adviser; or

e. A person with any material relationship between himself (or an affiliated person of that person) and the investment adviser (or an affiliated person of the investment adviser) that exists or has existed at any time during the past two (2) years.

4. Company means a corporation, partnership, association, joint stock company, trust, any organized group of persons, whether incorporated or not, or any receiver, trustee in a case under Title 11 of the United States Code, or similar official or any liquidating agent for any of the foregoing, in his capacity as such. The term shall not include:

a. A company required to be registered under the Investment Company Act of 1940 but which is not so registered;

b. A private investment company (for purposes of this Subsection (L)(4)(b), a private investment company is a company which would be defined as an investment company under Section 3(a) of the Investment Company Act of 1940 but for the exception from that definition provided by Section 3(c)(1) of that Act);

c. An investment company registered under the Investment Company Act of 1940; or

d. A business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, unless each of the equity owners of any such company, other than the investment adviser entering into the contract, is a natural person or a company within the meaning of Subsection (L)(4) of this Rule.

5. Interested Persons means:

a. Any member of the immediate family of any natural person who is an affiliated person of the investment adviser.

b. A business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, unless each of the equity owners of any such company, other than the investment adviser entering into the contract, is a natural person or a company within the meaning of Subsection (L)(4) of this Rule.

i. One-tenth (1/10) of one percent (1%) of any class of outstanding securities of the investment adviser or a controlling person of the investment adviser; or

ii. Five percent (5%) of the total assets of the person seeking to act as the client’s independent agent.

c. Any person or partner or employee of any person who, at any time since the beginning of the last two (2) fiscal years, has acted as legal counsel for the investment adviser.

M. Exercising any discretionary power in placing an order for the purchase or sale of securities for a client without obtaining written discretionary authority from the client within ten (10) business days after the date of the first transaction placed pursuant to oral discretionary authority. Discretionary power does not include a power relating solely to the price at which, or the time when, an order involving a definite amount of a specified security shall be executed, or both.

N. Inducing trading in a client's account that is excessive in size or frequency in view of the financial resources, investment objectives, and character of the account.

O. Misrepresenting to any client or prospective client the qualifications of the investment adviser, investment adviser representative, federal covered investment adviser, or any employee or person affiliated with the investment adviser, investment adviser representative, or federal covered investment adviser, or misrepresenting the nature of the advisory services being offered or fees to be charged for such service, or omitting to state a material fact necessary to make the statements made regarding qualifications, services, or fees, in light of the circumstances under which they are made, not misleading.

P. Providing a report or recommendation to any client prepared by someone other than the investment adviser, investment adviser representative, or federal covered investment adviser without disclosing that fact. This prohibition does not apply to a situation where the investment adviser, investment adviser representative, or federal covered investment adviser uses published research reports or statistical analyses to render advice or where an investment adviser, investment adviser representative, or federal covered investment adviser orders such a report in the normal course of providing service.

Q. Charging a client an advisory fee that is unreasonable in light of the type of services to be provided, the experience and expertise of the adviser, and the sophistication and bargaining power of the client.

R. Failing to disclose to clients in writing before any advice is rendered any material conflict of interest relating to the investment adviser, investment adviser representative, or federal covered investment adviser, or any employees of the same, or affiliated persons, which could reasonably be expected to impair the rendering of unbiased and objective advice, including, but not limited to:

1. Compensation arrangements connected with advisory services to clients that are in addition to compensation from such clients for such services; and

2. Charging a client an investment advisory fee for rendering investment advice when compensation for effecting securities transactions pursuant to such advice will be received by the investment adviser, investment adviser representative, or federal covered investment adviser, or its employees, or affiliated persons.

S. Guaranteeing a client that a specific result will be achieved with advice rendered.

T. Disclosing the identity, investments, or other financial information of any client or former client to a third party unless required by law to do so or unless consented to by the client or former client.

U. Taking any action, directly or indirectly, with respect to those securities or funds in which any client has any beneficial interest, where the investment adviser has custody or possession of such securities or funds when the adviser's action is subject to and does not comply with the safekeeping requirements of Subsections 6.35(A)(1) through (7).

V. Paying a cash fee, directly or indirectly, to a solicitor with respect to solicitation activities in a manner which does not comply with Rule 6.31.

W. Failing to disclose to any client or prospective client all material facts with respect to the financial and disciplinary information required to be disclosed under Rule 206(4)-4 under the Investment Advisers Act of 1940 (17 C.F.R. § 275.206(4)-4), as now or hereafter amended.

X. While acting as principal for its own advisory account, to knowingly sell any security to or purchase any security from a client, or while acting as broker-dealer for a person other than the client, to knowingly effect any sale or purchase of any security for the account of the client, without disclosing to the client in writing before the completion of the transaction the capacity in which it is acting and obtaining the client’s consent to the transaction.

1. The prohibitions of this Subsection shall not apply to any transaction with a customer of a broker-dealer if the broker-dealer is not acting as an investment adviser in relation to the transaction.

2. The prohibitions of this Subsection shall not apply to any transaction with a customer of a broker-dealer if the broker-dealer acts as an investment adviser solely:

a. By means of publicly distributed written materials or publicly made oral statements;

b. By means of written materials or oral statements not purporting to meet the objectives or needs of specific individuals or accounts;

c. Through the issuance of statistical information containing no expressions of opinion as to the investment merits of a particular security; or

d. Any combination of the foregoing services.

3. Publicly distributed written materials or publicly made oral statements shall disclose that if the purchaser of the advisory communication uses the investment adviser’s services in connection with the sale or purchase of a security which is a subject of the communication, the investment adviser may act as principal for its own account or as agent for another person. Compliance by the investment

adviser with the foregoing disclosure requirement shall not relieve it of any other disclosure obligations under the Act.

4. The following definitions apply for purposes of this Rule:

a. Publicly Distributed Written Materials means written materials which are distributed to thirty-five (35) or more persons who pay for those materials.

b. Publicly Made Oral Statements means oral statements made simultaneously to thirty-five (35) or more persons who pay for access to those statements.

5. The prohibitions of this Rule shall not apply to an investment adviser effecting an agency cross transaction for an advisory client provided the following conditions are met:

a. The advisory client executes a written consent prospectively authorizing the investment adviser to effect agency cross transactions for such client.

b. Before obtaining such written consent from the client, the investment adviser makes full written disclosure to the client that, with respect to agency cross transactions, the investment adviser will act as broker-dealer for, receive commissions from, and have a potentially conflicting division of loyalties and responsibilities regarding both parties to the transactions.

c. At or before the completion of each agency cross transaction, the investment adviser or any other person relying on this Rule sends the client a written confirmation. The written confirmation shall include:

i. A statement of the nature of the transaction;

ii. The date the transaction took place;

iii. An offer to furnish, upon request, the time when the transaction took place; and

iv. The source and amount of any other remuneration the investment adviser received or will receive in connection with the transaction. In the case of a purchase, if the investment adviser was not participating in a distribution, or, in the case of a sale, if the investment adviser was not participating in a tender offer, the written confirmation may state whether the investment adviser has been receiving or will receive any other remuneration and that the

investment adviser will furnish the source and amount of such remuneration to the client upon the client’s written request.

d. At least annually, and with or as part of any written statement or summary of the account from the investment adviser, the investment adviser or any other person relying on this Rule sends each client a written disclosure statement identifying:

i. The total number of agency cross transactions during the period for the client since the date of the last such statement or summary; and

ii. The total amount of all commissions or other remuneration the investment adviser received or will receive in connection with agency cross transactions for the client during the period.

6. Each written disclosure and confirmation required by this Rule must include a conspicuous statement that the client may revoke the written consent required under Subsection (X)(5)(a) of this Rule at any time by providing written notice to the investment adviser.

7. No agency cross transaction may be effected in which the same investment adviser recommended the transaction to both any seller and any purchaser.

8. For purposes of this Rule, agency cross transaction for an advisory client means a transaction in which a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlling, controlled by, or under common control with such investment adviser, including an investment adviser representative, acts as a broker-dealer for both the advisory client and another person on the other side of the transaction. When acting in such capacity, such person is required to be registered as a broker- dealer in this state unless excluded from the definition.

9. Nothing in this Rule shall be construed to relieve an investment adviser or investment adviser representative from acting in the best interests of the client, including fulfilling his duty with respect to the best price and execution for the particular transaction for the client, nor shall it relieve any investment adviser or investment adviser representative of any other disclosure obligations imposed by the Act.

Y. Failing to establish, maintain, and enforce written policies and procedures reasonable designed to prevent the misuse of material nonpublic information in violation of Section 204A of the Investment Advisers Act of 1940.

Z. Engaging in conduct or any act, indirectly or through or by any other person, which would be unlawful for such person to do directly under the provisions of this Act or any rule or regulation thereunder.

AA. Exercising voting authority with respect to client securities in a manner which does not comply with Rule 206(4)-6 under the Investment Advisers Act of 1940.

BB. Engaging in any act, practice, or course of business which is deceptive, unethical, dishonest, or manipulative in contravention of Section 206(4) of the Investment Advisers Act of 1940, notwithstanding the fact that such investment adviser is not registered or required to be registered under Section 203 of the Investment Advisers Act of 1940.

CC. Making, in the solicitation of clients, any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading.

DD. Engaging in other conduct such as forgery, embezzlement, non-disclosure, incomplete disclosure, misstatement of material facts, or manipulative or deceptive practices.

EE. Accessing a client’s account by using the client’s own unique identifying information (such as username and password). This rule is not intended to apply to data aggregation software where:

1. The investment adviser does not know, or have access to, the client’s password(s),

2. There is an agreement between the data aggregation software company and the custodian(s)/online account platform which permits this “back-door” access; and

3. The data is read-only (i.e., the investment adviser can only view the information and cannot effectuate any changes to the client’s underlying account(s)).

FF. Failing to establish, maintain, and enforce a required policy or procedure.

History

• Source: Miss. Code Ann. § 75-71-502(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.27 Commingling of Accounts Prohibited

An investment adviser engaged in more than one (1) enterprise or activity shall maintain separate books of account and records relating to its advisory business. The assets of the advisory business shall not be commingled with those of such other businesses, and there shall be a clearly defined division with respect to income and expenses.

History

• Source: Miss. Code Ann. § 75-71-411(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 6.29 Brochure Rule

A. General Requirements. Unless otherwise provided in this Rule, an investment adviser registered or required to be registered pursuant to Section 75-71-403 of the Act shall, in accordance with the provisions of this section, furnish each advisory client and prospective advisory client with:

1. A brochure, which may be a copy of Part 2A of its Form ADV or written documents containing the information required by Part 2A of Form ADV.

2. A copy of its Part 2B brochure supplement for each individual:

a. Providing investment advice and having direct contact with clients in this state; or

b. Exercising discretion over assets of clients in this state, even if no direct contact is involved.

3. A copy of its Part 2A Appendix 1 wrap fee brochure if the investment adviser sponsors or participates in a wrap fee account.

4. A summary of material changes, which may be included in Form ADV Part 2 or given as a separate document.

5. Such other information as the Division may require.

6. The brochure must comply with the language, organizational format, and filing requirements specified in the Instructions to Form ADV Part 2.

B. Delivery.

1. Initial Delivery. An investment adviser, except as provided in Subsection (B)(3) of this Rule, shall deliver the Part 2A brochure and any brochure supplements required by this section to a prospective advisory client:

a. Not fewer than forty-eight (48) hours prior to entering into any advisory contract with such client or prospective client; or

b. At the time of entering into any such contract, if the advisory client has a right to terminate the contract without penalty within five (5) business days after entering into the contract.

2. Annual Delivery. An investment adviser, except as provided in Subsection (B)(3) of this Rule, must:

a. Deliver within one hundred twenty (120) days of the end of its fiscal year a free, updated brochure and related brochure supplements which include or are accompanied by a summary of material changes; or

b. Deliver a summary of material changes that includes an offer to provide a copy of the updated brochure and supplements and information on how the client may obtain a copy of the brochures and supplements.

c. Advisers do not have to deliver a summary of material changes or a brochure to clients if no material changes have taken place since the last summary and brochure delivery.

3. Delivery of the brochure and related brochure supplements required by Subsections (B)(1) and (2) of this Rule need not to be made to:

a. Clients who receive only impersonal advice and who pay less than $500 in fees per year; or

b. An investment company registered under the Investment Company Act of 1940; or

c. A business development company as defined in the Investment Company Act of 1940 and whose advisory contract meets the requirements of section 15(c) of that Act.

4. Delivery of the brochure and related supplements may be made electronically if the investment adviser:

a. In the case of an initial delivery to a potential client, obtains a verification that a readable copy of the brochure and supplements were received by the client;

b. In the case of all other deliveries, obtains each client’s prior consent to provide the brochure and supplements electronically; c. Prepares the electronically delivered brochure and supplements in the format prescribed in Section (A) and instructions to Form ADV Part 2;

d. Delivers the brochure and supplements in a format that can be retained by the client in either electronic or paper form; and

e. Establishes procedures to supervise personnel transmitting the brochure and supplements and prevent violations of this Rule.

C. Other Disclosures. Nothing in this Rule shall relieve any investment adviser from any obligation pursuant to any provision of the Act or the rules and regulations thereunder or other federal or state law to disclose any information to its advisory clients or prospective advisory clients not specifically required by this Rule.

D. Definitions. For the purpose of this Rule:

1. Contract for impersonal advisory services means any contract relating solely to the provision of investment advisory services:

a. By means of written material or oral statements that do not purport to meet the objectives or needs of specific individuals or accounts;

b. Through the issuance of statistical information containing no expression of opinion as to the investment merits of a particular security; or

c. Any combination of the foregoing services.

2. In reference to an advisory contract, “entering into” does not include an extension or renewal without material change of any such contract that is in effect immediately prior to such extension or renewal.

History

• Source: Miss. Code Ann. § 75-71-605 (2020).

1 Miss. Admin. Code Pt. 14, R. 6.31 Solicitor Rule

A. The following definitions apply for purposes of this Rule:

1. Solicitor means any individual, person, or entity with a place of business in this state who directly or indirectly receives a cash fee or any other economic benefit for soliciting, referring, offering, or otherwise negotiating for the sale or selling of investment advisory services to clients on behalf of an investment adviser.

2. Client includes any prospective client.

B. It shall be unlawful for any investment adviser registered or required to be registered under the Act to pay a cash fee or any other economic benefit, directly or indirectly, in connection with solicitation activities unless:

1. The solicitor is registered as an investment adviser representative.

2. The solicitor to whom a cash fee or any other economic benefit is paid for such referral is not a person:

a. Subject to an order of the SEC issued under Section 203(f) of the Investment Advisers Act of 1940, 15.U.S.C. § 80b-3(f);

b. Subject to an order of the Mississippi Secretary of State, the securities administrator of any other state, the SEC, or any self-regulatory organization denying, suspending, or revoking registration as a broker- dealer, agent, investment adviser, or investment adviser representative barring the person from the securities or advisory industry or associating or affiliating with the securities or advisory industry, entered after notice and opportunity for hearing;

c. Convicted within the previous ten (10) years of any felony;

d. Convicted within the previous ten (10) years of any misdemeanor involving conduct described in Section 203(e)(2)(A) through (D) of the Investment Advisers Act of 1940, 15 U.S.C. § 80b-3(e)(2)(A) to -(D);

e. Convicted within the previous ten (10) years of any misdemeanor involving conduct described in Section 75-71-412(d)(3) of the Act;

f. Found by the SEC to have engaged, or has been convicted of engaging in, any of the conduct specified in Section 203(e)(1), (5), or (6) of the Investment Advisers Act of 1940, 15 U.S.C. § 80b-3(e)(1), (5), (6);

g. Found by the Secretary of State to have engaged, or has been convicted of engaging in, any of the conduct specified in Sections 75-71-412(d)(1), (2), and (6) of the Act;

h. Subject to an order, judgment, or decree described in Section 203(e)(4) of the Investment Advisers Act of 1940, 15 U.S.C. § 80b-3(e)(4); or

i. Subject to an order, judgment, or decree described in Section 75-71- 412(d)(4) of the Act.

3. The cash fee or any other economic benefit is paid by the investment adviser with respect to solicitation activities that are impersonal in nature in that they are provided solely by means of:

a. Written material or oral statements which do not purport to meet the objectives or needs of the specific client;

b. Statistical information containing no expressions of opinions as to the merits of particular securities or investment advisers; or

c. Any combination of the foregoing services.

4. The cash fee or any other economic benefit is paid pursuant to a written agreement to which the investment adviser is a party and all of the following conditions are met:

a. The written agreement:

i. Describes the solicitation or referral activities to be engaged in by the solicitor on behalf of the investment adviser and the cash fee or any other economic benefit to be received for such activities;

ii. Contains an undertaking by the solicitor to perform its duties under the agreement in a manner consistent with the instructions of the investment adviser and the provisions of the Act and Rules thereunder; and

iii. Requires that the solicitor, at the time of any solicitation or referral activities for which a cash fee or any other economic benefit is paid or to be paid by the investment adviser, provide the client with a current copy of the investment adviser’s disclosure document required under Subsection (B)(4)(b) of this Rule and a separate disclosure statement as described in Subsection (C) of this Rule.

b. The investment adviser receives from the client, prior to or at the time of entering into any written investment advisory contract, a signed and dated acknowledgment of receipt of both the investment adviser’s written disclosure statement and the solicitor’s written disclosure document.

c. The investment adviser makes a bona fide effort and has a reasonable basis for believing that the solicitor has complied with the agreement.

d. The foregoing requirements of Subsections (B)(4)(a), (b), and (c) of this Rule shall not apply where the solicitor is:

i. A partner, officer, director, or employee of such investment adviser; or

ii. A partner, officer, director, or employee of a person that controls, is controlled by, or is under common control with such investment adviser, provided the status of the solicitor is disclosed to the client at the time of the solicitation or referral.

C. The separate written disclosure document required to be furnished by the solicitor to the client pursuant to Subsection (B)(4)(b) of this Rule shall contain the following information:

1. The name of the solicitor;

2. The name of the investment adviser;

3. The nature of the relationship, including any affiliation, between the solicitor and the investment adviser;

4. A statement that the solicitor will be compensated for solicitation or referral services by the investment adviser;

5. The terms of the compensation arrangement, including a description of the cash fee or any other economic benefit paid or to be paid to the solicitor; and

6. The amount of compensation the client will pay, if any, in addition to the advisory fees, and whether the cash fee or any other economic benefit paid to the solicitor will be added to the advisory fee, creating a differential with respect to the amount charged to other advisory clients who are not subject to the solicitor compensation arrangement.

D. Nothing in this Rule shall be deemed to relieve any person of any fiduciary or other obligation to which such person may be subject under any law.

History

• Source: Miss. Code Ann. §§ 75-71-102(16), -605 (2020).

1 Miss. Admin. Code Pt. 14, R. 6.33 Reserved

1 Miss. Admin. Code Pt. 14, R. 6.35 Custody of Client Funds or Securities by Investment Advisers

A. Safekeeping required. If an investment adviser is registered or required to be registered under the Act, it is unlawful for the investment adviser to have custody of client funds or securities unless:

1. Notice to Division. The investment adviser notifies the Division promptly in writing that the investment adviser has or may have custody. Such notification is required to be given on Form ADV.

2. Qualified custodian. A qualified custodian maintains those funds and securities either:

a. In a separate account for each client under that client’s name; or

b. In accounts that contain only the adviser’s clients’ funds and securities, under the adviser’s name as agent or trustee for the clients.

3. Notice to clients. If an investment adviser opens an account with a qualified custodian on its client’s behalf, either under the client’s name or under the name of the investment adviser as agent, the investment adviser must notify the client in writing of the qualified custodian’s name, address, and the manner in which the funds or securities are maintained, promptly when the account is opened and following any changes to this information.

4. Account statements must be sent to clients, either by a qualified custodian or by the investment adviser.

a. By a qualified custodian. The investment adviser has reasonable basis for believing that the qualified custodian sends an account statement, at least quarterly, to each client for which it maintains funds or securities, identifying the amount of funds and of each security in the account at the end of the period and setting forth all transactions in the account during that period.

b. By the investment adviser.

i. The investment adviser sends an account statement, at least quarterly, to each client for whom the investment adviser has custody of funds or securities, identifying the amount of funds and of each security of which the investment adviser has custody at the end of the period and setting forth all transactions during that period.

ii. An independent certified public accountant verifies all client funds and securities by actual examination at least once during each calendar year at a time chosen by the accountant without prior notice or announcement to the adviser and that is irregular from year to year, and files a copy of the special examination report with the Division within thirty (30) days after the completion of the examination, along with a letter stating that it has examined the funds and securities and describing the nature and extent of the examination.

iii. The independent certified public accountant, upon finding any material discrepancies during the course of the examination, notifies

the Division within one (1) business day of the finding, by means of a facsimile transmission or electronic mail, followed by first class mail, directed to the attention of the Division.

c. Special rule for limited partnerships and limited liability companies. If the adviser is a general partner of a limited partnership (or managing member of a limited liability company or holds a comparable position for another type of pooled investment vehicle), the account statements required under Subsection (A)(4) of this Rule must be sent to each limited partner (or member or other beneficial owner or their independent representative).

5. Independent representatives. A client may designate an independent representative to receive, on his behalf, notices and account statements as required under Subsections (A)(3) and (A)(4) of this Rule.

6. Direct fee deduction. An adviser who has custody as defined in Subsections (C)(1)(c) of this Rule by having fees directly deducted from client accounts must, in addition to the safekeeping requirements set forth in Subsections (A)(1) through (4) of this Rule, also comply with the following additional safeguards:

a. Written authorization. The adviser must have written authorization from the client to deduct advisory fees from the account held with the qualified custodian.

b. Notice of fee deduction. Each time a fee is directly deducted from a client account, the adviser must concurrently:

i. Send the qualified custodian an invoice of the amount of the fee to be deducted from the client’s account; and

ii. Send the client an invoice itemizing the fee. Itemization includes the formula used to calculate the fee, the amount of assets under management the fee is based on, and the time period covered by the fee.

c. Notice of safeguards. The investment adviser notifies the Division in writing that the investment adviser intends to use the additional safeguards provided above. Such notification is required to be given on Form ADV.

d. Waiver of Bonding, Net Worth, or Financial Reporting Requirements. An investment adviser having custody solely because it meets the definition of custody as defined in Subsection (C)(1)(c) of this Rule and who complies with the safekeeping requirements in Subsections (A)(1) through (4) of this Rule and employs the additional safeguards of Subsections (A)(6)(a) through (c) of this Rule will not be required to meet the bonding, net

worth, and financial reporting requirements for custodial advisers as set forth in Rules 6.07, 6.09, and 6.11.

7. Pooled investments. An investment adviser who has custody as defined in Subsection (C)(1)(d) of this Rule and who does not meet the exception provided under Subsection (B)(3) of this Rule must, in addition to the safekeeping requirements set forth in Subsections (A)(1) through (4) of this Rule, also comply with the following additional safeguards:

a. Engage an independent party. Hire an independent party to review all fees, expenses, and capital withdrawals from the pooled accounts.

b. Review of fees. Send all invoices or receipts to the independent party detailing the amount of the fee, expenses or capital withdrawal, and the method of calculation such that the independent party can:

i. Determine that the payment is in accordance with the pooled investment vehicle standards (generally the partnership agreement or membership agreement); and

ii. Forward to the qualified custodian approval for payment of the invoice with a copy to the investment adviser.

c. For the purposes of this Rule, an Independent Party means a person who:

i. Is engaged by the investment adviser to act as a gatekeeper for the payment of fees, expenses, and capital withdrawals from the pooled investment;

ii. Does not control and is not controlled by and is not under common control with the investment adviser; and

iii. Does not have and has not had within the past two (2) years a material business relationship with the investment adviser.

d. Notice of safeguards. The investment adviser notifies the Division in writing that the investment adviser intends to use the additional safeguards provided above. Such notification is required to be given on Form ADV.

e. Waiver of bonding, net worth, or financial reporting requirements. An investment adviser having custody solely because it meets the definition of custody as defined in Subsection(C)(1)(d) of this Rule and who complies with the safekeeping requirements in Subsections (A)(1) through (4) of this Rule and the additional safeguards of Subsections (A)(7)(a) through (c) of this Rule will not be required to meet the bonding, net worth, and

financial reporting requirements for custodial advisers as set forth in Rules 6.07, 6.09, and 6.11.

8. Investment adviser or investment adviser representative as trustee. When a trust retains an investment adviser, investment adviser representative, officer, or employee of the adviser as trustee and the adviser acts as investment adviser to that trust, the adviser will:

a. Notice of safeguards. The investment adviser will notify the Division in writing that the investment adviser intends to use the additional safeguards provided below. Such notification is required to be given on Form ADV.

b. Invoice requirement. The investment adviser will send to the grantor of the trust, the attorney for the trust if it is a testamentary trust, the co-trustee, (other than the investment adviser, investment adviser representative, or employee, director, or owner of the investment adviser) or a defined beneficiary of the trust, at the same time that it sends any invoice to the qualified custodian, an invoice showing the amount of the trustees' fee or investment management or advisory fee, the value of the assets on which the fees were based, and the specific manner in which the fees were calculated.

c. Custodian agreement. The investment adviser will enter into a written agreement with a qualified custodian which specifies:

i. Payment of fees. The qualified custodian will not deliver trust securities to the investment adviser, any investment adviser representative or employee, or director or owner of the investment adviser, nor will it transmit any funds to the investment adviser, any investment adviser representative, or employee, director, or owner of the investment adviser, except that the qualified custodian may pay trustees' fees to the trustee and investment management or advisory fees to investment adviser, provided that:

(A) The grantor of the trust or attorneys for the trust, if it is a testamentary trust, the co-trustee (other than the investment adviser, investment adviser representative, or employee, director, or owner of the investment adviser), or a defined beneficiary of the trust has authorized the qualified custodian in writing to pay those fees;

(B) The statements for those fees show the amount of the fees for the trustee and, in the case of statements for investment management or advisory fees, show the value of the trust

assets on which the fee is based and the manner in which the fee was calculated; and

(C) The qualified custodian agrees to send to the grantor of the trust, the attorneys for a testamentary trust, the co-trustee (other than an officer or employee of the adviser, the investment adviser, investment adviser representative, or employee, director or owner of the investment adviser), or a defined beneficiary of the trust, at least quarterly, a statement of all disbursements from the account of the trust, including the amount of investment management fees paid to the adviser and the amount of trustees' fees paid to the trustee.

ii. Distribution of assets. Except as otherwise set forth in Subsection (A)(8)(c)(ii)(A) of this Rule below, that the qualified custodian may transfer funds or securities or both of the trust only upon the direction of the trustee (who may be the investment adviser, investment adviser representative, or employee, director, or owner of the investment adviser), whom the investment adviser has duly accepted as an authorized signatory. The grantor of the trust or attorneys for the trust, if it is a testamentary trust, the co-trustee (other than the investment adviser; investment adviser representative; or employee, director, or owner of the investment adviser), or a defined beneficiary of the trust must designate the authorized signatory for management of the trust. The direction to transfer funds or securities, or both, can only be made to the following:

(A) A trust company, bank trust department, or brokerage firm independent of the adviser for the account of the trust to which the assets relate;

(B) The named grantors or to the named beneficiaries of the trust;

(C) A third party independent of the adviser in payment of the fees or charges of the third person, including, but not limited to, (1) attorney's, accountant's, or custodian's fees for the trust; and (2) taxes, interest, maintenance, or other expenses, if there is property other than securities or cash owned by the trust;

(D) Third parties independent of the adviser for any other purpose legitimately associated with the management of the trust; or

(E) A broker-dealer in the normal course of portfolio purchases and sales, provided that the transfer is made on payment against delivery basis or payment against trust receipt.

d. Waiver of bonding, net worth, or financial reporting requirements. An investment adviser who has custody solely because it meets the definition of custody as defined in Subsection (C)(1)(d) of this Rule and who complies with the safekeeping requirements in Subsections (A)(1) through (4) of this Rule and the additional safeguards of Subsections (A)(8)(a) through (c) of this Rule will not be required to meet the bonding, net worth, and financial reporting requirements for custodial advisers as set forth in Rules 6.07, 6.09, and 6.11 of the Act.

B. Exceptions

1. Shares of mutual funds. With respect to shares of an open-end company as defined in Section 5(a)(1) of the Investment Company Act of 1940, 15 U.S.C. § 80a-5(a)(1) (dealing with “mutual funds”), the investment adviser may use the mutual fund’s transfer agent in lieu of a qualified custodian for purposes of complying with Subsection (A) of this Rule;

2. Certain privately offered securities.

a. The investment adviser is not required to comply with Subsection (A) of this Rule with respect to securities that are:

i. Acquired from the issuer in a transaction or chain of transactions not involving any public offering;

ii. Uncertificated, and ownership thereof is recorded only on books of the issuer or its transfer agent in the name of the client; and

iii. Transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer.

b. Notwithstanding Subsection (B)(2)(i) of this Rule, the provisions of Subsection (B)(2) of this Rule are available with respect to securities held for the account of a limited partnership (or limited liability company, or other type of pooled investment vehicle) only if the limited partnership is audited, the audited financial statements are distributed, as described in Subsection (B)(3) of this Rule, and the investment adviser notifies the Division in writing that the investment adviser intends to provide audited financial statements, as described above. Such notification is required to be given on Form ADV.

3. Limited partnerships subject to annual audit. An investment adviser is not required to comply with Subsections (A)(3) through (4) of this Rule with respect to the account of a limited partnership (or limited liability company, or another type of pooled investment vehicle) that is subject to audit at least annually and distributes its audited financial statements prepared in accordance with generally accepted accounting principles to all limited partners (or members or other beneficial owners) within one hundred twenty (120) days of the end of its fiscal year. The investment adviser must also notify the Division in writing that the investment adviser intends to employ the use of the audit safeguards described above. Such notification is required to be given on Form ADV.

4. Registered investment companies. The investment adviser is not required to comply with this Rule with respect to the account of an investment company registered under the Investment Company Act of 1940, 15 U.S.C. §§ 80a-1 to 80a-64.

5. Beneficial trusts. The investment adviser is not required to comply with safekeeping requirements of Subsections (A)(1) through (4) of this Rule or the bonding, net worth and financial reporting requirements of Rules 6.07, 6.09, and 6.11 if the investment adviser has custody solely because the investment adviser, investment adviser representative, or employee, director or owner of the investment adviser is a trustee for a beneficial trust, if all of the following conditions are met for each trust:

a. The beneficial owner of the trust is a parent, a grandparent, a spouse, a sibling, a child, or a grandchild of the adviser. These relationships shall include “step” relationships.

b. For each account under Subsection (B)(5) of this Rule, the investment adviser complies with the following:

i. The investment adviser provides a written statement to each beneficial owner of the account setting forth a description of the requirements of Subsection (A) of this Rule and the reasons why the investment adviser will not be complying with those requirements.

ii. The investment adviser obtains from each beneficial owner a signed and dated statement acknowledging the receipt of the written statement required under Subsection (B)(5)(i) of this Rule above.

iii. The investment adviser maintains a copy of both documents described in Subsections (B)(5)(i) and (ii) of this Rule above until the account is closed or the investment adviser is no longer trustee.

6. Any adviser who intends to have custody of client funds or securities but is not able to utilize a qualified custodian as defined in Subsection (C)(3) of this Rule must first obtain approval from the Division and must comply with all of the applicable safekeeping requirements under Subsections (A)(1) through (4) of this Rule including taking responsibility for those provisions that are designated to be performed by a qualified custodian.

C. Definitions. The following definitions apply for the purposes of this Rule:

1. Custody means holding, directly or indirectly, client funds or securities or having any authority to obtain possession of them or the ability to appropriate them. Custody includes:

a. Possession of client funds or securities unless received inadvertently and returned to the sender promptly, but in any case within three (3) business days of receiving them and the investment adviser maintains the records required by Rule 6.19(A)(22).

b. Receipt of checks drawn by clients and made payable to unrelated third parties will not meet the definition of custody if forwarded to the third party within three (3) business days of receipt and the adviser maintains the records required under Rule 6.19(A)(22);

c. Any arrangement (including a general power of attorney) under which the investment adviser is authorized or permitted to withdraw client funds or securities maintained with a custodian upon the investment adviser’s instruction to the custodian; and

d. Any capacity (such as general partner of a limited partnership, managing member of a limited liability company or a comparable position for another type of pooled investment vehicle, or trustee of a trust) that gives the investment adviser or its supervised person legal ownership of or access to client funds or securities.

2. Independent Representative means a person who:

a. Acts as agent for an advisory client, including in the case of a pooled investment vehicle, for limited partners of a limited partnership, members of a limited liability company, or other beneficial owners of another type of pooled investment vehicle and by law or contract is obliged to act in the best interest of the advisory client or the limited partners (or members, or other beneficial owners);

b. Does not control, is not controlled by, and is not under common control with the investment adviser; and

c. Does not have and has not had within the past two (2) years a material business relationship with the investment adviser.

3. Qualified Custodian means the following independent institutions or entities that are not affiliated with the investment adviser by any direct or indirect common control and have not had a material business relationship with the investment adviser in the previous two (2) years:

a. A bank or savings association that has deposits insured by the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act;

b. A registered broker-dealer holding the client assets in customer accounts;

c. A registered futures commission merchant register under Section 4f(a) of the Commodity Exchange Act, holding the client assets in customer accounts, but only with respect to clients’ funds and security futures, or other securities incidental to transactions in contracts for the purchase or sale of a commodity for future delivery and options thereon; and

d. A foreign financial institution that customarily holds financial assets for its customers, provided that the foreign financial institution keeps the advisory clients’ assets in customer accounts segregated from its proprietary assets.

History

• Source: Miss. Code Ann. § 75-71-411(f) (2020).

Chapter 7 EXEMPTIONS Rule 7.01 Reserved.

1 Miss. Admin. Code Pt. 14, R. 7.03 Exemption from Registration for Certain Offerings by Domestic Issuers

By authority delegated to the Secretary of State in Section 75-71-203 of the Act, transactions pursuant to the following requirements are determined to be exempt from the registration requirements of the Act: A. The sale of its securities by an issuer organized in this state to not more than thirty- five (35) persons within a twelve (12) month period beginning with the date of filing for exemption under this Rule, whether residents or nonresidents, provided that the issuer reasonably believes that the purchasers are acquiring the securities for investment purposes only and not for the purpose of resale. Purchasers of the issuer's securities which are registered pursuant to Section 75-71-303 or Section 75-71-304 of

the Act shall not be considered in computing the number of purchasers during the twelve (12) month period.

B. Prior to the receipt of consideration or the delivery of a subscription agreement by an investor which results from an offer being made in reliance upon this exemption, the issuer shall file with the Division:

1. A notice on a form prescribed by the Division.

2. The prospectus, private placement memorandum, offering circular, or similar document, which shall contain a full disclosure of material information to be furnished by the issuer to offerees. The use of the Small Corporate Offering Registration Form (SCOR), a copy of which is available upon request, may be acceptable for compliance with this Subsection.

C. Securities issued under the provisions of this Rule shall be without payment of commission, compensation, or remuneration, directly or indirectly, except where it shall have been determined by the Division prior to the initial purchase under this exemption, that such commission, compensation, or remuneration is allowable.

D. Offerings or sales of securities pursuant to this Rule shall be made only by duly elected and acting officers of the issuers, or by the general partner of a limited partnership, or by a broker-dealer and his agents registered under the Act.

E. The following legend shall be printed in all capitals on the prospectus, private placement memorandum, offering circular, or similar document used in connection with an offering under this Rule: “IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AGENCY OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY GENERALLY NOT BE TRANSFERRED OR RESOLD FOR A PERIOD OF ONE (1) YEAR. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

F. Neither the issuer nor any person acting on its behalf shall offer, offer to sell, offer for sale, or sell the securities by means of any form of general solicitation or general advertising, including, but not limited to, the following:

1. Any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio;

2. Any seminar or meeting unless otherwise approved by the Division; or

3. Any letter, circular, notice, or other written communication unless the communication contains the information required by this Rule or unless otherwise ordered by the Division.

G. For the purposes of computing the number of investors under this Rule:

1. There shall be counted as one investor any corporation, partnership, association, joint stock company, trust, or unincorporated organization, unless such entity was organized for the specific purpose of acquiring the securities offered, in which case each beneficial owner of equity interests or equity securities in such entity shall count as a separate purchaser.

2. A purchase by a husband and wife in the joint names of both husband and wife shall be deemed to be made by a single investor.

3. The original limited partner who purchased an interest in the limited partnership primarily to enable the limited partnership to be formed and whose interest will be extinguished once the offering of the limited partnership interest has terminated shall not be considered to be a purchaser.

H. Securities exempt under the provisions of this Rule may not be transferred for one (1) year after the date of purchase except in a transaction which is exempt from registration or in a transaction which complies with the registration requirements of the Act.

I. The Division and every purchaser or offeree shall be notified within five (5) business days of any material change in the information submitted in accordance with this Rule.

J. No sales may be made until a written Acknowledgment of Notice Filing has been issued by the Division.

K. For offerings that exceed one (1) year, notification that the offering is continuing must be filed with the Division annually.

L. A notice of termination or completion of the transactions exempted under this Rule must be filed with the Division within thirty (30) days of termination or completion of the offering.

History

• Source: Miss. Code Ann. §§ 75-71-203, -605(a)(3) (2020).

1 Miss. Admin. Code Pt. 14, R. 7.05 Securities Markets Exemption

Only Tier I (or the equivalent thereof) securities listed on the following securities markets are entitled to exemption from registration pursuant to Section 75-71-201(6) of the Act:

A. American Stock Exchange (excluding Emerging Company Marketplace (ECM) listings);

B. Boston Stock Exchange;

C. Chicago Board Options Exchange;

D. Chicago Stock Exchange;

E. New York Stock Exchange;

F. Philadelphia Stock Exchange;

G. NASDAQ/National Market System.

History

• Source: Miss. Code Ann. §§ 75-71-201(6) (2020).

1 Miss. Admin. Code Pt. 14, R. 7.07 Recognized Securities Manuals

A recognized securities manual shall be deemed to include the following: A. Mergent’s Industrial Manual;

B. Mergent’s Municipal and Government Manual;

C. Mergent’s Transportation Manual;

D. Mergent’s Public Utility Manual;

E. Mergent’s Bank and Finance Manual;

F. Mergent’s OTC Industrial Manual;

G. Mergent’s International Manual;

H. OTCQX Market and OTCQB Market; and

I. Periodic supplements to each recognized securities manual.

History

• Source: Miss. Code Ann. § 75-71-202(2)(D) (2020)

1 Miss. Admin. Code Pt. 14, R. 7.09 NASDAQ/NMS Exemption

By authority delegated to the Secretary of State in Section 75-71-203 of the Act to promulgate rules exempting certain transactions from the registration requirements of the Act, the following shall be exempt from Section 75-71-301 of the Act: An offer or sale of a security designated or approved for designation upon notice of issuance on the National Association of Securities Dealers Automated Quotation National Market System, or any other security of the same issuer which is of senior or substantially equal rank, any security called for by subscription rights or warrants so designated or approved, or any warrant or right to purchase or subscribe to any of the foregoing.

History

• Source: Miss. Code Ann. §75-71-202(2)(E)(i) (2020).

1 Miss. Admin. Code Pt. 14, R. 7.11 Internet Solicitations Exemption

A. Internet means the global information system comprised of independent computer networks which are interconnected and share information without the use of a central processing center by use of the Transmission Control Protocol/internet Protocol (TCP/IP) suite, to include without limitation, the World Wide Web, proprietary or “common carrier” electronic delivery systems, or similar medium.

B. Internet Offer means a communication regarding the offering of securities within the meaning of Sections 75-71-102(19), -102(26), and -105 of the Act, made on the internet and directed generally to anyone who has access to the internet, including persons in this state.

C. Exemption. The Division finds that registration is not necessary or appropriate for the protection of investors in connection with internet offers, provided:

1. The internet offer indicates, directly or indirectly, that the securities are not being offered to residents of this state;

2. The internet offer is not specifically directed to any person in this state by or on behalf of the issuer of the securities; and

3. No sales of the issuer's securities are made in this state as a result of the internet offering.

History

• Source: Miss. Code Ann. § 75-71-203 (2020).

1 Miss. Admin. Code Pt. 14, R. 7.13 Exemption of Certain Cooperative Securities

By authority delegated to the Secretary of State in Section 75-71-203 of the Act to promulgate rules, the Secretary of State finds that it is not in the public interest or necessary for the protection of investors to require registration under Section 75-71-301 of the Act of the following securities transactions: A. Any transaction in a membership, equity interest, or retention certificate, issued by a cooperative, corporation, or nonprofit corporation organized under the cooperative, business corporation, or nonprofit corporation laws, respectively, of any state, and operated as a nonprofit membership cooperative (collectively a “cooperative”), if:

1. Not traded to the public;

2. Each member of the cooperative has one vote with respect to matters that must be approved by the members of the cooperative or has a number of votes that are in proportion to the amount of business transacted (patronage) with the cooperative and not in proportion to the number of shares of ownership interests held by the member in the cooperative;

3. The governing documents of the cooperative provide that the shares or other ownership interests can be held only by persons or parties who patronize the cooperative;

4. The governing documents of the cooperative provide that no dividends shall be paid and no distributions shall be made except for cash patronage dividends or non-cash patronage dividends; and

5. No person receives any commission or other compensation directly or indirectly as a result of or based upon the sale of such securities.

B. Any transaction in an instrument, certificate, or like security issued by a cooperative as defined in Subsection (A) of this Rule in lieu of a cash patronage dividend to a member of the cooperative.

History

• Source: Miss. Code Ann. §75-71-201, -203 (2020).

1 Miss. Admin. Code Pt. 14, R. 7.15 Exemption of Certain Securities of Cross-Border Transactions

Pursuant to Section 75- 71-203 of the Act, the Secretary of State finds that it is not in the public interest or necessary for

the protection of investors to require registration under Section 75-71-301 of the Act of an offer or sale of a security effected by a person exempted from the broker-dealer registration requirements under Rule 5.33.

History

• Source: Miss. Code Ann. § 75-71-203 (2020).

1 Miss. Admin. Code Pt. 14, R. 7.17 Accredited Investor Exemption

By authority delegated to the Secretary of State in Section 75-71-203 of the Act to promulgate rules, the following transactions involving any offer or sale of a security by an issuer in a transaction that meets the requirements of this Rule are exempt from the registration requirements of the Act: A. Sales of securities shall be made only to persons who are or the issuer reasonably believes are accredited investors. “Accredited investor” is defined in 17 C.F.R. Section 230.501(a) as currently enacted or as amended.

B. The exemption is not available to an issuer in the development stage that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies or other entity or person.

C. The issuer reasonably believes that all purchasers are purchasing for investment and not with the view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within twelve (12) months of sale shall be presumed to be with a view to distribution and not for investment, except a resale pursuant to a registration statement effective under Article 3 of the Act or to an accredited investor pursuant to an exemption available under the Act.

D. The exemption is not available to an issuer if the issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, beneficial owners of ten percent (10%) or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of such underwriter:

1. Within the last five (5) years, has filed a registration statement that is the subject of a currently effective registration stop order entered by any state securities administrator or the SEC;

2. Within the last five (5) years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or involving fraud or deceit;

3. Is currently subject to any state or federal administrative enforcement order or judgment, entered within the last five (5) years, finding fraud or deceit in connection with the purchase or sale of any security; or

4. Is currently subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the last five (5) years, temporarily, preliminarily, or permanently restraining or enjoining such party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security.

E. Subsection (D)(1) of this Rule shall not apply if:

1. The party subject to the disqualification is licensed or registered to conduct securities related business in the state in which the order, judgment, or decree creating the disqualification was entered against such party;

2. Before the first offer under this exemption, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification; or

3. The issuer establishes that it did not know and in the exercise of reasonable care, based on a factual inquiry, could not have known that a disqualification existed under this Subsection.

F. A general announcement of the proposed offering may be made by any means. The general announcement shall include only the following information, unless additional information is specifically permitted by the Secretary of State.

1. The name, address, and telephone number of the issuer of the securities;

2. The name, a brief description, and price (if known) of any security to be issued;

3. A brief description of the business of the issuer in twenty-five (25) words or fewer;

4. The type, number, and aggregate amount of securities being offered;

5. The name, address, and telephone number of the person to contact for additional information; and;

6. A statement that:

a. Sales will only be made to accredited investors;

b. No money or other consideration is being solicited or will be accepted by way of this general announcement; and

c. The securities have not been registered with or approved by any state securities agency or the SEC and are being offered and sold pursuant to an exemption from registration.

G. The issuer, in connection with an offer, may provide information in addition to the general announcement under Subsection (E) of this Rule, if such information:

1. Is delivered through an electronic database that is restricted to persons who have been prequalified as accredited investors; or

2. Is delivered after the issuer reasonably believes that the prospective purchaser is an accredited investor.

H. No telephone solicitation shall be permitted unless, prior to placing the call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor.

I. Dissemination of the general announcement of the proposed offering to persons who are not accredited investors shall not disqualify the issuer from claiming the exemption under this Rule.

J. The issuer shall file with the Division a notice of transaction, a consent to service of process and a copy of the general announcement within fifteen (15) days after the first sale in this state.

History

• Source: Miss. Code Ann. §§ 75-71-203, -401, -404, -605(a)(1),(3), -605(b), -608(c), -610(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 7.19 Broker-Dealers, Investment Advisers, Broker-Dealer Agents, and Investment Adviser Representatives Using the Internet

Broker-dealers, investment advisers, broker-dealer agents (hereinafter “BD agents”), and investment adviser agents/representatives (hereinafter “IA reps”) who use the internet, the World Wide Web, and similar proprietary or common carrier electronic systems (collectively, hereinafter the “internet”) to distribute information on available products and services through certain communications made on the internet directed generally to anyone having access to the internet, and transmitted through postings on Bulletin Boards, displays on “Home Pages” or similar methods (hereinafter “Internet Communications”) shall not be deemed to be “transacting business” in this state for purposes of Sections 75-71-401 and 75-71-404 of the Act based solely on that fact if the following conditions are observed:

A. The Internet Communication contains a legend in which it is clearly stated that:

1. The broker-dealer, investment adviser, BD agent, or IA rep in question may only transact business in this state if first registered, excluded, or exempted from state broker-dealer, investment adviser, BD agent, or IA rep registration requirements, as may be; and

2. Follow-up, individualized responses to persons in this state by such broker- dealer, investment adviser, BD agent, or IA rep that involve either the effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, will not be made absent compliance with state broker-dealer, investment adviser, BD agent, or IA rep registration requirements or an applicable exemption or exclusion.

B. The Internet Communication contains a mechanism, including and without limitation, technical “firewalls” or other implemented policies and procedures, designed to reasonably ensure that prior to any subsequent direct communication with prospective customers or clients in this state, said broker-dealer, investment adviser, BD agent, or IA rep is first registered in this state or qualifies for an exemption or exclusion from such requirement. Nothing in this Subsection (B) shall be construed to relieve a state registered broker-dealer, investment adviser, BD agent, or IA rep from any applicable securities registration requirement in this state.

C. The Internet Communication does not involve either effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, as may be, in this state over the internet, but is limited to the dissemination of general information on products and services.

D. In the case of a BD agent or IA rep:

1. The affiliation with the broker-dealer or investment adviser of the BD agent or IA rep is prominently disclosed within the Internet Communication;

2. The broker-dealer or investment adviser with whom the BD agent or IA rep is associated retains responsibility for reviewing and approving the content of any Internet Communication by a BD agent or IA rep;

3. The broker-dealer or investment adviser with whom the BD agent or IA rep is associated first authorizes the distribution of information on the particular products and services through the Internet Communication; and

4. In disseminating information through the Internet Communication, the BD agent or IA rep acts within the scope of the authority granted by the broker-dealer or investment adviser.

E. The position expressed in this Rule extends to state broker-dealer, investment adviser, BD agent and IA rep registration requirements only and does not excuse compliance with applicable securities registration, anti-fraud, or related provisions.

F. Nothing in this Rule shall be construed to affect the activities of any broker-dealer, investment adviser, BD agent, or IA rep engaged in business in this state that is not subject to the jurisdiction of the Mississippi Secretary of State as a result of the National Securities Markets Improvements Act of 1996, as amended.

History

• Source: Miss. Code Ann. §§ 75-71-203; -401, -404; -605(a)(1), (3); -605(b); -608(c); -610(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 7.21 Invest Mississippi Crowdfunding Intrastate Exemption

By authority delegated to the Secretary of State in Section 75-71-203 of the Act, the Division has adopted an exemption from the registration requirements of the Act for any offer or sale of securities offered or sold in compliance with Section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11), and SEC Rule 147, 17 C.F.R. § 230.147, or such federal laws as are enacted or rules that are adopted by the SEC that govern intrastate internet crowdfunding offerings and any amendments thereto, which also satisfy the further conditions and limitations set forth in this Rule below. A. Definitions. The following terms, as used in this Rule, shall have the meaning ascribed to them below unless the context requires otherwise:

1. Accredited Investor is defined in 17 C.F.R. § 230.501(a), as currently enacted or as amended, and a non-accredited investor means an investor who does not meet the definition of an accredited investor.

2. Annual Income means:

a. For individuals, income is determined as the sum of the individual’s:

i. Wages, salaries, commissions, bonuses, and tips from all jobs before deductions for taxes, dues or other items;

ii. Self-employment net income (after business expenses);

iii. Retirement pensions from companies and unions; federal, state, and local governments; and the U.S. military;

iv. Monthly income from annuities, IRAs, or Keogh retirement plans;

v. Interest, dividends, and rental income; and

vi. Partner, shareholder, and beneficiary income as reported to the Internal Revenue Service on Schedule K-1 (Form 1065) (a reported loss on Schedule K-1 is counted against the sum of income).

b. For entities, income is determined as the revenue in excess of expenses, including depreciation, determined before taxes and as filed with the Mississippi Department of Revenue or the Internal Revenue Service on the entity’s last tax return.

3. Bank means a depository institution that is organized or chartered under the laws of this state or of the United States, is authorized to do business in this state, and is located in this state. For the purposes of this Rule, a credit union is included in the definition of bank.

4. IMC Form means the document, as adopted by the Division, entitled “Invest Mississippi Crowdfunding Form.”

5. Intermediary means a person that is registered with the Division pursuant to this Rule to be an intermediary who has been or will be retained by the issuer in conducting the offering and sales of securities through an internet website. An intermediary can be a broker-dealer or agent that is registered with the Division or a bank or an intermediary funding portal.

6. Intermediary Funding Portal is a person operating an internet website that is not a bank, broker-dealer, or agent registered under the Act.

7. Intermediary Registration Form means the document, as adopted by the Division, entitled “Invest Mississippi Crowdfunding Intermediary Registration Form.” A person registering as an intermediary pursuant to this Rule must select on the form whether registering as a bank, broker-dealer, or intermediary funding portal.

8. Issuer means a limited liability company or business corporation formed under the laws of this state that seeks to conduct an offering of securities in reliance on the exemption provided in this Rule.

9. Minimum Target Offering Amount means fifty percent (50%) of the total offering amount of an offering made by the issuer in reliance on the exemption provided in this Rule which amount shall be set out on the IMC Form.

10. Net Worth means the amount by which an investor’s assets exceed liabilities, excluding the investor’s primary residence, as defined in 17 C.F.R. § 230.501(a)(5)(i).

11. Offering Deadline means the date stated in the IMC Form by which the sum of the offering proceeds held in escrow will equal the minimum target offering amount or investors may request a refund of their investment.

12. Qualified Purchaser is defined in Section 2(a)(51) of the Investment Company Act of 1940, as currently enacted or as amended.

B. In order to comply with this Rule, the following conditions and limitations are required in order to be exempt from the registration requirements of the Act:

1. The securities must be sold only to persons who are residents of this state at the time of purchase.

2. The issuer of the securities is a business corporation or limited liability company with a principal place of business in this state and authorized to do business in this state.

3. The issuer is not, either before or as a result of the offering, an investment company, as defined in Section 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d).

4. The aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under this Rule during the twelve (12) month period preceding the date of such transaction, is not more than:

a. One Million Dollars ($1,000,000.00), if the issuer has not undergone and made available to each prospective investor the documentation resulting from a financial audit of its most recently completed fiscal year; or

b. Two Million Dollars ($2,000,000.00), if the issuer has undergone and made available to each prospective investor the documentation resulting from a financial audit of its most recently completed fiscal year. The documentation in a financial audit to be made available to each prospective investor shall consist of a balance sheet and a statement of income and expense for the issuer’s most recently completed fiscal year if the issuer has been in existence for twelve (12) months or more and shall be certified by an independent certified public accountant. The financial statements must be prepared in accordance with generally accepted accounting principles, complete with footnote disclosure. If the issuer has been in existence for fewer than twelve (12) months, the issuer must provide to each prospective investor a balance sheet and statement of income and expense for the time period since its existence. If the issuer is not providing a financial audit, then the issuer must provide to each prospective investor an unaudited balance sheet and statement of

income and expense of its most recently completed fiscal year. In addition, regardless of whether the annual financial statements are audited or unaudited, the documentation to be made available to each prospective investor shall also include interim unaudited quarterly financial statements if the issuer’s fiscal year ended more than ninety (90) days prior to the date of the IMC Form and shall include the issuer’s financial projections of income and expense for two (2) years from the date of the IMC Form. The non-audited financial statements shall be signed by the issuer’s principle executive officer, who shall certify under penalties of perjury that the statements therein are true, complete, and correct in all material respects to the best of the signer’s knowledge. 5. The aggregate amount sold to any single investor by multiple issuers in reliance on the exemption provided in this Rule during the twelve (12) month period preceding the date of such transaction:

a. For accredited investors, the aggregate amount sold by multiple issuers to any single accredited investor does not exceed the greater of:

i. If the investor has had an annual income of at least Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married) and has the expectation to make the same amount in the current year, five percent (5%) of the investor’s annual income, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00); or

ii. If the investor’s net worth is at least One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00).

b. For non-accredited investors, the aggregate amount sold to a single non- accredited investor by multiple issuers does not exceed the greater of:

i. Five Thousand Dollars ($5,000.00);

ii. If the investor has had an annual income of less than Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or less than Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married), five percent (5%) of the investor’s annual income; or

iii. If the investor’s net worth is less than One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth.

c. For investors that are qualified purchasers there shall be no aggregate limit on the amount the qualified purchaser investor can purchase from a single issuer or multiple issuers in offerings conducted pursuant to this Rule.

6. No remuneration shall be paid or given, directly or indirectly, for any person’s participation in the offer or sale of the securities for the issuer unless the person is registered as an intermediary as such term is defined in Subsection (A)(5) of this Rule.

7. All funds received from investors shall be deposited into a bank and all the funds shall be used in accordance with the representations made to investors and in accordance with the terms of an escrow agreement which provides that:

a. The investor funds will be deposited into an escrow account in a bank, with the bank acting as escrow agent.

b. For each investment, the issuer will provide to the escrow agent a copy of the subscription agreement setting forth the names, addresses, and respective amounts paid by each investor whose funds comprise each deposit.

c. The issuer must raise the minimum target offering amount specified as necessary to implement the business plan by the offering deadline before the escrow agent may release the offering proceeds to the issuer upon joint written notice from the issuer and the intermediary.

d. If the issuer does not raise the minimum target offering amount by the offering deadline, investors will have the option to obtain a refund of their investment by providing written notice to the intermediary, which shall provide written notice to the issuer and the escrow agent, at which time the escrow agent shall return the investor’s amount contributed. Written notice includes electronic mail.

e. All offering proceeds not returned to the investor by the escrow agent after the offering deadline as provided above will be released to the issuer when the escrow agent has received written notice from the issuer or the intermediary to release the remaining proceeds to the issuer, or they may be returned to the investors at the issuer’s option if the issuer or the intermediary provides written notice to the escrow agent authorizing and instructing the escrow agent to return the remaining investors amounts contributed.

f. All offering proceeds not returned to the investor or released to the issuer after twelve (12) months from the date of receipt may be returned to the

investor by the escrow agent to the last known address of the investor, or if not, shall be submitted to the state treasurer in accordance with the unclaimed property laws.

g. The escrow agent may contract with the issuer to collect reasonable fees for its escrow services regardless of whether the minimum target offering amount is reached.

8. No offerings or sales of securities shall be made in reliance on this exemption until the issuer files the IMC Form in writing or in electronic form with the Division, completed with specificity as required by the instructions in the IMC Form, and the issuer receives an Acknowledgment of Completed Invest Mississippi Crowdfunding Form from the Division. The issuer must also include in such filing a copy of the escrow agreement as required by Subsection (B)(7) above, all other exhibits to the IMC Form except as otherwise specified by the Division, and any other documents or information the Division may require. A copy of the IMC Form is available from the Division upon request.

9. The Division will issue a written Acknowledgment of Completed Invest Mississippi Crowdfunding Exemption Form within five (5) business days after receiving the completed IMC Form and all other exhibits to the IMC Form except as otherwise specified by the Division. Incomplete IMC Forms, IMC Forms with responses that are not specific as required by this Rule and the instructions, or IMC Forms with missing exhibits will be returned to the issuer for completion and/or resubmission. No offerings or sales may be made in this state until the written Acknowledgment has been issued.

10. The completed IMC Form, including exhibits, shall be provided to the relevant intermediary and shall be made available to potential investors after the Acknowledgment of Completed Invest Mississippi Crowdfunding Exemption Form has been issued by the Division.

11. The issuer shall inform all investors that the securities have not been registered under federal or state securities law and the securities are subject to limitations on resale.

12. Prior to the consummation of a sale, the issuer shall require the prospective investor to certify in writing or electronically as follows:

a. The investor’s name, address, social security number, annual income, and net worth, that each investor is a resident of this state and, if applicable, the investor’s status as either an accredited investor or a qualified purchaser; and

b. The aggregate amount of securities sold to the investor in reliance on the exemption provided in this Rule during the twelve (12) month period

preceding the date of the purchase, together with the securities to be sold by the issuer to the investor:

i. For accredited investors that are not qualified purchasers the investor has not invested more than the greater of:

(A) If the investor has had an annual income of at least Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married) and has the expectation to make the same amount in the current year, five percent (5%) of the investor’s annual income, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00); or

(B) If the investor’s net worth is at least One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00).

ii. For non-accredited investors, that the investor has not invested more than the greater of:

(A) Five Thousand Dollars ($5,000.00);

(B) If the investor has had an annual income of less than Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or less than Three Hundred Thousand Dollars ($300,000.00) together with a spouse if married), five percent (5%) of the investor’s annual income; or

(C) If the investor’s net worth is less than One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth.

c. The issuer must maintain the above certifications and provide ready access to the records to the Division, upon request. The Division may access, inspect, and review such records.

13. Offers and sales of securities pursuant to this Rule must be made in compliance with any rules adopted by the SEC that govern intrastate internet crowdfunding offerings and any amendments thereto.

C. Offers and sales of securities pursuant to this Rule shall be made exclusively through an internet website that is operated by an intermediary. Each issuer and intermediary shall comply with the following:

1. Before any offer or sale of securities, the issuer must provide to the intermediary evidence of the issuer’s state of organization, evidence that the issuer has a principal place of business in this state, and evidence that the issuer is authorized to do business in this state.

2. An intermediary is not required to register as a broker-dealer under the Act if all the following apply with respect to the internet website and its operator:

a. It does not offer investment advice or recommendations;

b. It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the internet website;

c. It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the internet website;

d. It does not hold, manage, possess, or otherwise handle investor funds or securities, unless it is a bank operating as an escrow agent for the offering;

e. It does not identify, promote, or otherwise refer to any individual security offered on the internet website in any advertising for the internet website; and

f. Neither the intermediary, nor any director, executive officer, general partner, twenty percent (20 %) or greater beneficial owner, managing member, or other person with management authority over the intermediary has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d)(1), that would disqualify an issuer under Rule 506(d) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d), from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(a)- (c).

3. Subject to Subsection (13) below, persons desiring to be an intermediary must register as an intermediary with the Division.

a. Registered broker-dealers may register to be an intermediary by filing the Intermediary Registration Form with the Division, a copy of which is available upon request. No filing fee shall be required for registered broker-dealers acting as intermediaries. The Form shall include the following information:

i. The identity, contact information, and location for the broker-dealer, including the broker-dealer’s CRD number;

ii. That the broker-dealer is authorized to do business in this state; and

iii. That the broker-dealer is using an internet website to offer and sell securities pursuant to the exemption provided in this Rule.

b. A bank may register to be an intermediary by filing the Intermediary Registration Form with the Division, a copy of which is available upon request. No filing fee shall be required for banks acting as intermediaries. The Form shall include the following information:

i. The identity, contact information, and location for the bank;

ii. That the bank is authorized to do business in this state;

iii. That the bank is using an internet website to offer and sell securities pursuant to the exemption provided in this Rule; and

iv. That the bank meets the requirements set forth in Subsection (C)(2) of this Rule.

c. An internet website operator may register to be an intermediary by filing the Intermediary Registration Form, a copy of which is available from the Division upon request, that includes the following information:

i. The identity, contact information, and location for the intermediary funding portal;

ii. That the intermediary funding portal is authorized to do business in this state;

iii. That the intermediary funding portal is using an internet website to offer and sell securities pursuant to the exemption provided in this Rule;

iv. That the intermediary funding portal meets the requirements set forth in Subsection (C)(2) of this Rule; and

v. Any other information the Division considers necessary or appropriate in the public interest and for the protection of investors, including the financial responsibility, business repute, or qualifications of the internet website operator, and for determining

whether the operator can carry out the requirements of this Rule and will comply with this Rule.

4. The intermediary funding portal is not required to register as a broker-dealer under Subsection (3) above if the intermediary funding portal is a funding portal registered under the Securities Act of 1933, 15 U.S.C. § 77d-1, and the SEC rules under authority of Section 3(h) of the Securities Exchange Act of 1934, 15 U.S.C. § 78c(h), and P.L.112-106, Section 304, governing funding portals.

5. Registration as an intermediary expires at the close of the calendar year, but subsequent registration for the following year shall be issued upon filing of a renewal form, a copy of which is available upon request.

6. The issuer must maintain records of all offers and sales of securities effected through the intermediary and must provide to the Division, upon request, ready access to the records.

7. The intermediary shall maintain and preserve for a period of five (5) years from either the date of the document or communication or the date of the closing or termination of the securities offering, whichever is later, the following records related to offers and sales made of issuer securities effected by the intermediary through the intermediary’s internet website and related to transactions in which the intermediary receives compensation from the issuer for such services, including, but not limited to:

a. Records of compensation received for acting as an intermediary, including the name of the payor, the date of payment, and name of the issuer;

b. For each offering effected by the intermediary through the intermediary’s internet website, the issuer’s name and the name, address, and amount of purchase for each investor in such offering;

c. Copies of information provided by the intermediary to issuers offering securities through the intermediary, prospective purchasers, and investors;

d. Any agreements and/or contracts between the intermediary and an issuer, prospective purchaser, or investor;

e. Any information used to establish the issuer’s state of organization, principal place of business, and its authorization to do business in this state;

f. Any information used to establish that a prospective purchaser or investor is a resident of this state;

g. Any information used to establish that a prospective purchaser or investor is an accredited investor or qualified purchaser;

h. Any correspondence or other communications with issuers, prospective purchasers, and/or investors;

i. Any information made available through the internet website relating to an offering; and

j. Ledgers (or other records) that reflect all assets and liabilities, income and expense, and capital accounts.

8. The records and the internet website portal of an intermediary or intermediary applicant under this Rule are subject to reasonable periodic, special, or other audits or inspections by the Division, in or outside this state, as the Division considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The Division may copy and remove for audit or inspection copies of all records the Division reasonably considers necessary or appropriate to conduct the audit or inspection. The Division may assess a reasonable charge for conducting an audit or inspection under this Rule.

9. The intermediary:

a. Shall limit website access to the sale of securities conducted pursuant to this Rule to only residents of this state;

b. Shall not hold, manage, possess, or handle investor funds or securities, unless it is a bank operating as an escrow agent for the offering;

c. Shall ensure that each investor answers questions demonstrating:

i. An understanding of the level of risk generally applicable to investments in startups and small issuers; and

ii. An understanding of the risk of illiquidity, including an acknowledgment that there is no ready market for the sale of the securities acquired from an offering under this Rule, that it may be difficult or impossible for the investor to sell or otherwise dispose of an investment under this Rule, and that the investor may be required to hold and bear the financial risks of this investment indefinitely.

d. Shall perform a background and securities enforcement regulatory history check on each person holding a position listed in Subsection (J) of this

Rule to determine if such person is subject to any disqualification as described in Subsection (J) of this Rule.

e. Shall ensure that all offering proceeds are only provided to the issuer when the aggregate capital raised from all investors is equal to or greater than the minimum target offering amount and allow investors to cancel their commitments to invest and obtain a refund if the minimum target offering amount is not raised by the offering deadline.

10. The intermediary shall not purchase or receive more than fifteen percent (15%) of the securities in the offering and shall prohibit its directors, officers, or partners (or any person occupying a similar status or performing a similar function) from having any financial interest in an issuer using its services as an intermediary, unless the financial interest in the aggregate does not exceed fifteen percent (15%) of the ownership of the issuer.

11. All communications between the issuer, prospective purchasers, or investors that take place during the offer of securities pursuant to this Rule must occur through the intermediary’s internet website. Notwithstanding the foregoing, the issuer or the intermediary may distribute a notice within this state limited to the statement that the issuer is conducting an offering, the name of the intermediary through which the offering is being conducted and a link directing the potential investor to the intermediary’s website. The notice must contain a disclaimer reflecting that the offering is limited to residents of this state and that sales of the securities appearing on the internet website are limited to persons that are residents of this state.

12. The website operated by the intermediary must meet the following requirements:

a. The website must contain a disclaimer reflecting that sales of the securities appearing on the website are limited to persons that are residents of this state.

b. Evidence of residency within this state is required before a sale is made to a prospective purchaser. An affirmative representation made by a prospective purchaser that the prospective purchaser is a resident of this state and proof of a valid Mississippi driver’s license or official personal identification card issued by the State of Mississippi will be considered sufficient evidence that the individual is a resident of this state.

13. If any change occurs that affects the intermediary’s registration, the intermediary must notify the Division within thirty (30) days after the change occurs. Within thirty (30) days of the delivery of the notice to the Division, the intermediary shall, unless otherwise permitted or directed by the Division, cease and desist from operating as an intermediary pursuant to this Rule and shall,

within five (5) business days, notify each issuer for which is it conducting offerings that the intermediary’s registration has been revoked.

D. Report. For so long as securities issued under the exemption provided in this Rule are outstanding, the issuer shall provide a quarterly report to the issuer’s investors. The report required by this Rule shall be free of charge. An issuer may satisfy the reporting requirement of this Rule if the information is made available within forty-five (45) days of the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer must provide a written copy of the report to any investor upon request. The issuer shall make each such quarterly report available to the Division upon request. The report must contain each of the following:

1. Compensation received by each director and executive officer, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received; and

2. An analysis by management of the issuer of the business operations and financial condition of the issuer, such as a recent financial statement and profit and loss statement.

E. Securities exempt under the provisions of this Rule may not be transferred for one (1) year after the date of purchase except in a transaction which is exempt from registration or in a transaction which complies with the registration requirements of the Act.

F. The Division and every investor or prospective purchaser shall be notified within thirty (30) days of any material change in the issuer’s information submitted in accordance with this Rule.

G. For offerings that exceed one (1) year, notification that the offering is continuing must be filed with the Division annually.

H. The issuer must file a sales report with the Division within thirty (30) days of termination, expiration, abandonment, or completion of the offering in a form prescribed by the Division.

I. All sales that are part of the same offering and are made in reliance on this exemption must meet all of the terms and conditions of this exemption, except offers and sales to controlling persons shall not count toward the limitation in Subsection (B)(4) of this Rule. A controlling person is an officer, director, partner, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer.

J. Disqualification. The exemption allowed by this Rule shall not apply if an issuer, any of its executive officers, directors, managing members, persons with twenty percent (20%) or greater beneficial ownership, persons with management authority over the issuer, promoters, selling agents, or any officer, director or partner of any selling agent has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933,17 C.F.R. § 230.506(d)(1), that would disqualify the person under Rule 506(d) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d), from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(a)-(c).

K. Nothing in this exemption shall be construed to alleviate any person from the anti- fraud provisions of the Act, nor shall such exemption be construed to provide relief from any other provisions of the Act other than as expressly stated.

L. The Division may deny, refuse to renew, condition, limit, suspend, or revoke the intermediary’s registration as an intermediary for any reason as determined by the Secretary of State in his sole discretion.

M. The Secretary of State may by order waive any conditions of registration of intermediaries or other requirements set forth in this Rule.

History

• Source: Miss. Code Ann. §75-71-203 (2020).

1 Miss. Admin. Code Pt. 14, R. 7.23 Invest Mississippi Crowdfunding Small Offering Exemption

By authority delegated to the Secretary of State in Section 75-71-203 of the Act, the Division has adopted an exemption from the registration requirements of the Act for any offer or sale of securities offered or sold in compliance with Section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11), and SEC Rule 147, 17 C.F.R. § 230.147, or such federal laws as are enacted or rules that are adopted by the SEC that govern intrastate internet crowdfunding offerings and any amendments thereto, which also satisfy the further conditions and limitations set forth in this Rule below. A. Definitions. This Rule incorporates the Definitions set forth in Rule 7.21.

B. In order to comply with this Rule and be exempt from the registration requirements of the Act, the following conditions and limitations are required to be met:

1. The securities must be sold only to persons who are residents of this state at the time of purchase. Prior to making any sale under this exemption, the issuer must obtain reasonable documentation that the investor is a Mississippi resident. Reasonable documentation includes, but is not limited to:

a. A current Mississippi driver’s licensee or personal identification card.

b. A document that indicates the prospective purchaser owns or occupies property in the state as his principal residence, such as a current voter registration or official business mail from a state or federal agency.

2. The issuer of the securities is a business corporation or limited liability company with a principal place of business in this state and authorized to do business in this state.

3. The issuer is not, either before or as a result of the offering, an investment company, as defined in Section 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78m and 78o(d).

4. The aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under this Rule during the twelve (12) month period preceding the date of such transaction, is not more than Three Hundred Thousand Dollars ($300,000.00).

5. The aggregate amount sold to any single investor by multiple issuers in reliance on the exemption provided in this Rule during the twelve (12) month period preceding the date of such transaction:

a. For accredited investors, the aggregate amount sold by multiple issuers to any single accredited investor does not exceed the greater of:

i. If the investor has had an annual income of at least Two Hundred Thousand Dollars ($200,000.00) each year for the last two (2) years (or Three Hundred Thousand Dollars ($300,000.00) (together with a spouse if married) and has the expectation to make the same amount in the current year, five percent (5%) of the investor’s annual income, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00); or

ii. If the investor’s net worth is at least One Million Dollars ($1,000,000.00), five percent (5%) of the investor’s net worth, not to exceed the aggregate amount of Fifty Thousand Dollars ($50,000.00).

b. For non-accredited investors, the aggregate amount sold to a single non- accredited investor by multiple issuers does not exceed Five Thousand Dollars ($5,000.00).

c. For investors that are qualified purchasers, there shall be no aggregate limit on the amount the qualified purchaser investor can purchase from a

single issuer or multiple issuers in offerings conducted pursuant to this Rule.

6. The number of investors in a single offering under this exemption shall not exceed five hundred (500) investors. For purposes of computing the number of investors under this Rule:

a. There shall be counted as one investor any corporation, partnership, association, joint stock company, trust, or unincorporated organization, unless such entity was organized for the specific purpose of acquiring the securities offered, in which case each beneficial owner of equity interests or equity securities in such entity shall count as a separate purchaser.

b. A purchase by a husband and wife in the joint names of both husband and wife shall be deemed to be made by a single investor.

c. An original member or shareholder of the issuer who purchased an interest in the entity primarily to enable the entity to be formed and whose interest will be extinguished once the offering has terminated shall not be considered to be a purchaser.

7. Securities issued under the provisions of this Rule shall be without payment of commission, compensation, or remuneration, directly or indirectly, except where it is reported to the Division and determined by the Division that such commission or compensation is allowable. Such determination must be made prior to the initial purchase under this Rule.

8. Offerings or sales of securities pursuant to this Rule shall be made only by duly elected and acting officers of the issuer, or by a broker-dealer and its agents registered under the Act.

C. Required Filings. Prior to the receipt of consideration from an investor, or the delivery of a subscription agreement or other promissory note to an investor which results from an offer being made in reliance upon this exemption, the issuer shall file with the Division:

1. A notice on a form prescribed by the Division.

2. The prospectus, private placement memorandum, offering circular, or similar document, which shall contain a full disclosure of material information to be furnished by the issuer to offerees, including the offering limitations set forth in Subsection (B)(1-7), above. The use of the Small Corporate Offering Registration Form (SCOR), a copy of which is available upon request, may be acceptable for compliance with this subsection.

3. A consent to service of process.

D. No Bank Escrow Agent Required. An issuer relying on this exemption shall not be required to use a bank escrow agent. If the issuer chooses to use a bank escrow agent, the provisions of Rule 7.21(B)(7) apply.

E. If the issuer elects to not use a bank escrow agent, it must use either (1) or (2) below:

1. A segregated account in a bank. The segregated account must be exclusively for the investors’ funds raised by use of this exemption and:

a. The total sum of investor funds shall be held in trust and shall not be deployed by the issuer until the minimum target offering amount is met by the offering deadline.

b. The issuer shall be responsible for the prudent processing, safeguarding, and accounting for the funds entrusted to it by the investors and placed in the segregated account.

c. No person who is not a duly elected and acting officer, if the issuer is a corporation, or member or manager, if the issuer is a limited liability company, of the issuer shall be a signatory on the segregated account.

d. The issuer shall keep and make readily available complete records of the transactions of the segregated account for inspection by the Division. The bank transaction records of an issuer under this Rule are subject to the reasonable periodic, special, or other audits, or inspections, access, or review by the Division. The Division may copy and remove for audit or inspection copies of all records the Division reasonably considers necessary or appropriate to conduct the audit or inspection.

e. In the event the minimum target offering amount and/or offering deadline are not met, the issuer shall be responsible for the return of all investor funds upon request by the investor. The offer must provide a form for investors to request return of their investment if the minimum target offering amount and/or the offering deadline are not met.

2. In no case, except for the very limited exception set forth below, prior to the expiration of the offering deadline, and the satisfaction of the minimum target offering amount, shall the investors’ funds be commingled with the profits or operating or other capital of the issuer. The only exception is the case of funds reasonably sufficient to pay for account fees, obtain a waiver of account fees, or to keep the account open. The issuer assumes the responsibility to pay for the costs of check orders, bank fees, credit card fees, insufficient fund fees, and other fees that may be deducted from the account. These expenses should be

anticipated in advance so a reasonable amount of money can be deposited into the account to cover the expenses prior to their deduction by the bank. All funds received by the issuer from investors under this exemption shall be held in trust by an attorney licensed to practice law in Mississippi who shall deposit the funds in a depository institution authorized to do business in Mississippi until such time as the minimum target offering amount is attained or the offering deadline has lapsed.

F. No Portal Required. An issuer exempt under this Rule may, but shall not be required to, use an intermediary funding portal. If the issuer elects to not use an intermediary funding portal, the issuer:

1. Shall ensure that each investor answers questions demonstrating:

a. An understanding of the level of risk generally applicable to investments in startups and small issuers.

b. An understanding of the risk of illiquidity, including an acknowledgment that there is no ready market for the sale of the securities acquired from an offering under this Rule, that it may be difficult or impossible for the investor to sell or otherwise dispose of an investment under this Rule, and that the investor may be required to hold and bear the financial risks of this investment indefinitely.

2. Shall perform a background and securities enforcement regulatory history check on each person holding a position listed in Subsection (S) of this Rule to determine if such person is subject to any disqualification as described in Subsection (S) of this Rule.

3. Shall ensure that no offering proceeds are deployed as capital or otherwise used by the issuer until the aggregate capital raised from all investors is equal to or greater than the minimum target offering amount and shall allow investors to cancel their commitments to invest and obtain a refund if the minimum target offering amount is not raised by the offering deadline.

4. In addition to the record keeping required by Subsection (G) below, the issuer must keep a record of each deposit into the segregated account (or attorney trust account) representing the purchase of the issuer’s securities for each investor. The records must be sufficient to verify that for each sale of securities the issuer made a corresponding deposit into the segregated account in the amount of the sale within two (2) business days of the sale.

G. Record Keeping. The issuer shall maintain and preserve for a period of five (5) years from the date of the closing or termination of the securities offering the following

records related to offers and sales made of the issuer’s securities, including but not limited to:

1. Copies of information provided to prospective purchasers;

2. All executed subscription agreements between the issuer and any purchaser;

3. Any information used to establish the issuer’s state of organization and principal place of business, and its authorization to do business in this state;

4. Any correspondence or other communications with prospective purchasers, and/or investors, including any contracts or agreements secondary or pursuant to the subscription agreement;

5. All advertisement or other forms of solicitation, including any information made available through the issuer’s website or social media presence relating to an offering;

6. Ledgers (or other records) that reflect all assets and liabilities, income and expense, and capital accounts; and

7. All banking and deposit records.

H. Report. For so long as securities issued under the exemption provided in this Rule are outstanding, the issuer shall provide a quarterly report to the issuer’s investors. The report required by this Rule shall be free of charge. An issuer may satisfy the reporting requirement of this Rule if the information is made available by electronic means within forty-five (45) days of the end of each fiscal quarter and remains available until the succeeding quarterly report is issued. An issuer must provide a written copy of the report to any investor upon request. The issuer shall make each such quarterly report available to the Division upon request. The report must contain each of the following:

1. Compensation received by each director, executive officer, or manager, including cash compensation earned since the previous report and on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received; and

2. An analysis by management of the issuer of the business operations and financial condition of the issuer, such as a recent balance sheet and profit and loss statement.

I. General Solicitation. A general announcement of the proposed offering may be made by any means, including social media or internet websites, subject to the following restrictions:

1. Advertising or soliciting on the issuer’s own social media account or website is permitted, but the issuer shall construct the website or social media page so that potential investors “click through” to a dedicated internal website page solely for the purpose of explaining the limited offering; and

a. The issuer shall prominently indicate on the internal website page for soliciting investors the legend set forth in Subsection (K) below;

b. The dedicated internal website page shall provide means of contact between the issuer and potential investors to facilitate the actual investment, including the delivery of a written subscription agreement and all offering documents to the prospective investor for his review prior to the sale; the issuer shall not allow purchase of securities through its website;

c. The issuer may make available to all potential investors the documents referenced in Subsection (C)(2) in downloadable and printable form but must verify receipt and review by the prospective investor prior to executing any sale;

d. The dedicated internal website page shall inform all prospective purchasers that a segregated account (or attorney trust account) will hold all purchasers’ funds in trust until the minimum target offering amount and offering deadline are met;

e. The dedicated internal website page shall set forth the minimum target offering amount (not less than 50% of the total offering amount) and offering deadline date;

f. The dedicated internal website page shall set forth the total offering amount made by the issuer in reliance on the exemption provided in this Rule, not to exceed Three Hundred Thousand Dollars ($300,000.00);

g. The issuer shall also prominently display the general requirements of the exemption in some form on the dedicated internal website page:

i. That the offering is only made to Mississippi residents;

ii. That the minimum target offering amount is at least 50% of the total Target Offering Amount;

iii. That all investors are entitled to a refund of their investment dollars if the minimum target offering amount is not met by the offering deadline;

h. The issuer shall include a printable form for investors to request the return of their investment if the minimum target offering amount is not met by the offering deadline.

2. Advertising or soliciting investment on social media or internet websites other than the social media accounts or internet website of the issuer shall be strictly limited to:

a. A general advertisement that the issuer is seeking investment;

b. A company name and/or logo;

c. A “click-through” link to the dedicated website page set forth above.

3. All other forms of general solicitation, whether print or other media, must provide the material disclosures as set forth in Subsection (C)(2) above and same disclosures and legends as set forth in Subsection (K) below; and

4. All radio, television, or other broadcast advertising or solicitation for investment shall be strictly limited to the following:

a. The issuer may announce that it is seeking investment for its enterprise.

b. The issuer may seek to direct potential investors to the dedicated page of its website, or to its telephone number.

c. These restrictions do not infringe on an issuer’s right to advertise its products or services and are only intended to restrict the advertisement or solicitation of investment.

J. No offerings or sales of securities shall be made in reliance on this exemption until the issuer files the IMC Form, in writing or in electronic form with the Division, completed with specificity as required by the instructions in the IMC Form, and the issuer receives an Acknowledgment of Completed Invest Mississippi Crowdfunding Form from the Division. The issuer must also submit all exhibits to the IMC Form except as otherwise specified by the Division, and any other documents or information the Division may require. A copy of the IMC Form is available upon request.

1. The Division will issue a written Acknowledgment of Completed Invest Mississippi Crowdfunding Exemption Form within five (5) business days after receiving the completed IMC Form and all other exhibits to the IMC Form except as otherwise specified by the Division. Incomplete IMC Forms, Forms with responses that are not specific as required by this Rule and the instructions, or Forms with missing exhibits will be returned to the issuer for completion

and/or resubmission. No offerings or sales may be made in this state until the written Acknowledgment has been issued.

2. The completed IMC Form, including exhibits, shall be provided to the issuer or intermediary and shall be made available to potential investors after the Acknowledgment of Completed Invest Mississippi Crowdfunding Exemption Form has been issued by the Division.

K. The issuer shall inform all investors that the securities have not been registered under federal or state securities law and the securities are subject to limitations on resale. The following legend shall be printed in all capitals on the prospectus, private placement memorandum, offering circular, or similar document used in connection with an offering under this Rule: IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY GENERALLY NOT BE TRANSFERRED OR RESOLD FOR A PERIOD OF ONE (1) YEAR. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

L. Prior to the consummation of a sale, the issuer shall require the prospective investor to certify in writing or electronically as follows:

1. The investor’s name, address, social security number, annual income, and net worth, that each investor is a resident of this state and, if applicable, either an accredited investor or a qualified purchaser.

2. The aggregate amount of securities sold to the investor in reliance on the exemption provided in this Rule during the twelve (12) month period preceding the date of the purchase together with the securities to be sold by the issuer to the investor has not exceeded the limitations set out in Subsection (B)(5) of this Rule.

3. The issuer must obtain and maintain the certifications, in addition to other records of investors’ residence as set forth in Subsection (A) and provide ready access to the records to the Division, upon request. The Division may access, inspect, and review such records.

M. Offers and sales of securities pursuant to this Rule must be made in compliance with any rules adopted by the SEC that govern intrastate internet crowdfunding offerings and any amendments thereto.

N. Securities exempt under the provisions of this Rule may not be transferred for one (1) year after the date of purchase except in a transaction which is exempt from registration or in a transaction which complies with the registration requirements of the Act.

O. The Division and every investor or prospective purchaser shall be notified within thirty (30) days of any material change in the issuer’s information submitted in accordance with this Rule.

P. For offerings that exceed one (1) year, notification that the offering is continuing must be filed with the Division annually along with a sales report.

Q. The issuer must file a sales report with the Division within thirty (30) days of termination, expiration, abandonment, or completion of the offering in a form prescribed by the Division.

R. All sales that are part of the same offering and are made in reliance on this exemption must meet all of the terms and conditions of this exemption, except offers and sales to controlling persons shall not count toward the limitation in Subsection (B)(4) of this Rule. A controlling person is an officer, director, partner, manager, trustee, or individual occupying similar status or performing similar functions with respect to the issuer or to a person owning ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer.

S. The exemption allowed by this Rule shall not apply if an issuer, any of its executive officers, directors, managing members, persons with twenty percent (20%) or greater beneficial ownership, persons with management authority over the issuer, promoters, or selling agents, or any officer, director or partner of any selling agent has been subject to any conviction, order, judgment, decree, or other action specified in Rule 506(d)(1) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d)(1), that would disqualify the person under Rule 506(d) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(d), from claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the Securities Act of 1933, 17 C.F.R. § 230.506(a)-(c).

T. Nothing in this exemption shall be construed to alleviate any person from the anti- fraud provisions of the Act, nor shall such exemption be construed to provide relief from any other provisions of the Act other than as expressly stated.

U. The Division may deny, refuse to renew, condition, limit, suspend, or revoke the issuer’s Acknowledgment of Completed Invest Mississippi Crowdfunding Exemption Form for any reason as determined by the Secretary of State in his sole discretion.

V. The Secretary of State may by order waive any conditions or other requirements set forth in this Rule.

History

• Source: Miss. Code Ann. § 75-71-203 (2020).

Chapter 8 ADMINISTRATIVE HEARING PROCEDURES The following procedures governing administrative hearings shall apply to hearing rights granted by the statutory provisions of the Act and any Rules promulgated thereunder. Rule 8.01 Reserved.

1 Miss. Admin. Code Pt. 14, R. 8.03 Timely Request for a Hearing - Contents and Service of Summary Order

A. A requesting party must file a written Request for Hearing with the Secretary of State within thirty (30) days after service of the summary Order entered by the Division.

B. Such summary Order entered by the Division shall clearly set out such thirty (30) day period of time.

C. A true and correct copy of such summary Order shall be served promptly after its execution on the party or parties against whom it is entered or on its legal representative.

History

• Source: Miss. Code Ann. §§ 75-71-306(2), -412(f), (g) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.05 Assignment of Hearing Officer - Setting of Hearing

A. When a hearing is requested or ordered, the Secretary of State shall, within fifteen (15) days after receipt of the Request for Hearing or within fifteen (15) days of ordering a hearing, designate a Hearing Officer.

B. The Hearing Officer shall issue a Notice of Hearing which shall set the date, time, and place for the hearing on a date agreed to by the parties, and which shall be sent certified mail, return receipt requested, to each party.

C. A Notice of Hearing may be given circulation by release to the public press.

History

• Source: Miss. Code Ann. §§ 75-71-412(g); -604(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.07 Witnesses

Each party shall, no later than ten (10) days prior to the hearing date, file with the Hearing Officer and the opposing party(s), a list of witnesses it may call to testify at the hearing. The list shall contain for each witness: A. Name.

B. Current residential and business addresses, if known.

C. Current residential and business telephone numbers, if known.

D. A statement indicating whether such person is to testify in person or by affidavit.

E. A true and correct copy of such list shall be forwarded by each party to all other parties no later than ten (10) days prior to the hearing date.

History

• Source: Miss. Code Ann. § 75-71-602 (2020).

1 Miss. Admin. Code Pt. 14, R. 8.09 Documents

Upon request by any party, any documents, papers, or tangible things to be introduced by any party at the hearing shall be made available for inspection and copying by the requesting party no later than ten (10) business days prior to the hearing date.

History

• Source: Miss. Code Ann. §§ 75-71-602(a)(2), (b) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.11 Failure to Appear at Hearing

A. If the requesting party, without good cause, fails to appear at the hearing, such failure may be considered as a withdrawal of the Request for Hearing and the Hearing Officer may dismiss the Request for Hearing and the Secretary of State may enter an appropriate Final Order.

B. If the Division, without good cause, fails to appear at the hearing, such failure may be considered as a withdrawal of the summary order, and the Hearing Officer may declare null and void the summary order.

History

• Source: Miss. Code Ann. § 75-71-602(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.13 Conduct of Hearing

A. The Hearing Officer shall have the authority to administer oaths and affirmations.

B. Each party may be represented by an attorney or other authorized representative.

C. The Hearing Officer may clear the hearing room of witnesses not under examination. The requesting party may remain in the hearing room throughout the hearing.

D. The Hearing Officer shall have the authority to maintain the decorum of the hearing and shall take reasonable steps to do so when necessary, including clearing the hearing room of any person who is disruptive.

History

• Source: Miss. Code Ann. § 75-71-604(c) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.15 Evidence

A. Hearings shall be informal and technical rules of evidence shall be relaxed;

B. All witnesses who appear and testify under oath shall be subject to cross-examination. A witness who does not appear may testify by affidavit provided the party presenting the particular witness's affidavit has complied with the requirements of Rule 8.07(D) thereby affording the opposing party an opportunity to contact said witness and obtain an affidavit on its own behalf.

C. The Hearing Officer shall have the authority to admit into the record any evidence which, in his judgment, has a reasonable degree of probative value and trustworthiness. The Hearing Officer shall have the authority to exclude evidence which is irrelevant, immaterial, lacking in probative value, untrustworthy, or unduly cumulative.

D. Documents received into evidence by the Hearing Officer shall be marked by him, or under his direction, and filed for the record of the appeal.

E. Rebuttal and surrebuttal evidence may be heard at the discretion of the Hearing Officer.

F. Arguments summarizing the evidence and the law may be heard at the discretion of the Hearing Officer.

G. Acceptance or deposit of tendered filing fees by the Division shall not be deemed an admission by the Division of the validity or invalidity of any of the claims which are the subject of the hearing, including but not limited to whether the amount of such fees was sufficient.

History

• Source: Miss. Code Ann. § 75-71-602(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.17 Order of Proof - Burden of Proof

A. At the hearing, the Division shall be the first to present evidence. The requesting party shall follow the Division in presenting evidence on its behalf; and

B. Unless otherwise specified by law, the standard of proof at the hearing shall be by a preponderance of the evidence.

History

• Source: Miss. Code Ann. § 75-71-503 (2020).

1 Miss. Admin. Code Pt. 14, R. 8.19 Preservation and Transcription of Record of Hearing

A. A record of testimony at the hearing may be made by non-stenographic means, in which event notice shall be given to all parties designating the manner of recording and preserving the testimony.

B. It shall be the responsibility of any party desiring to preserve by stenographic means a record of testimony given at the hearing to:

1. Arrange, on his or her own initiative, for a certified court reporter to make a stenographic recording of the hearing; and

2. Pay all fees and expenses for such transcription directly to the court reporter.

C. A true and correct copy of said stenographic recording shall be made available to any other party requesting same, provided such party agrees to pay the expense of such copy.

History

• Source: Miss. Code Ann. § 75-71-605 (2020).

1 Miss. Admin. Code Pt. 14, R. 8.21 Order to be Filed Upon Completion of Hearing

After all evidence is heard or received and the hearing is completed, the Hearing Officer shall, within a reasonable time thereafter, prepare and file proposed written findings of fact and conclusions of law and a proposed Decision and Final Order based thereon. The Secretary of State shall review the findings of fact and conclusions of law of the Hearing Officer, and may accept, modify, or reject, in whole or in part, the findings of fact and conclusions of law. The Secretary of State shall thereafter issue a Final Order, a copy of which shall be sent promptly, via certified mail, return receipt requested, to all parties who appeared at the administrative hearing, or to their attorney(s) or authorized representative(s).

History

• Source: Miss. Code Ann. § 75-71-604(f) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.23 Compliance with Order

All parties shall promptly comply with all orders of the Hearing Officer.

History

• Source: Miss. Code Ann. §§ 75-71-605(g), -605(e) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.25 Judicial Review

A. Any party aggrieved by a final written decision and order of the Hearing Officer may appeal such order in the manner provided by Section 75-71-609 of the Act.

B. In connection with the hearing of an appeal, any party aggrieved by any matter that does not appear on the record may file a sworn Bill of Exceptions to preserve such matter for appellate review. A Bill of Exceptions must specifically set forth the facts upon which prejudice is claimed.

C. Any opposing party may file a response to a Bill of Exceptions.

D. A Bill of Exceptions shall be ruled on by the Secretary of State. Such ruling, in addition to the Bill of Exceptions and any response thereto, shall be made a part of the record of the appeal.

History

• Source: Miss. Code Ann. § 75-71-609 (2020).

1 Miss. Admin. Code Pt. 14, R. 8.27 Continuances

Continuances requested by any party shall be granted within the discretion of the Hearing Officer only for good cause shown.

History

• Source: Miss. Code Ann. § 75-71-609(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.29 Computation of Time

In computing any period of time prescribed or allowed under these Rules, the Hearing Officer shall be guided by the Mississippi Rules of Civil Procedure.

History

• Source: Miss. Code Ann. § 75-71-602(b) (2020).

1 Miss. Admin. Code Pt. 14, R. 8.31 Severability of Rules

If any one or more of these Rules is found to be invalid by any court of competent jurisdiction, such finding shall not affect the validity of any other of these Rules.

History

• Source: Miss. Code Ann. § 75-71-605 (2020).

Chapter 9 VIATICAL SETTLEMENT INVESTMENT CONTRACTS Rule 9.01 Viatical Settlement Investment Contracts as Securities. A. Viatical Settlement Investment Contracts: A viatical settlement investment contract is any agreement, regardless of title or caption, for the purchase, sale, assignment, transfer, devise, or bequest of any portion of the benefit of the life insurance policy or certificate. The term “viatical settlement or similar agreement” as used in the definition of “security” in the Act does not include:

1 Miss. Admin. Code Pt. 14, R. 9.03 Scope of Viatical Settlement Investment Contract Requirements

A. The provisions of this Chapter set out the regulatory standards for the exemption of viatical settlement investment contracts from the registration requirement of the Act, renewal of the exemption from registration, effective dates, and related matters for viatical settlement investment contracts and issuers.

B. Nothing in this Chapter shall:

1. Provide an exemption from the fraud provisions of the Act;

2. Relieve broker-dealers or agents from compliance with the Act; or

3. Prohibit an issuer from using the registration procedures in the Act or from claiming an exemption available under the Act.

History

• Source: Miss. Code Ann. § 75-71-605 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.05 Exemption from Registration

A. Except as provided in Subsection (B) of this Rule, an offer or sale of a viatical settlement investment contract or a security that represents or is secured by a viatical settlement investment contract is exempt from registration under the Act if the issuer:

1. At least thirty (30) days prior to the date the initial offer is made, files a registration statement on the Division’s Form V902 and the materials contained in Subsection (A)(2) of this Rule.

2. The following items must be filed with a registration statement:

a. Prospectus, pamphlet, circular, form letter, advertisement, or other sales literature used or intended to be used in connection with the offer or sale of the security; and

b. The issuer’s most recent audited income and expense statement and balance sheet. A prospective viatical settlement purchaser may obtain copies upon written request to the Division.

3. All viatical settlement investment contracts sold in this state must include a medical release executed by the viator in favor of the Secretary of State of the State of Mississippi. This release must be maintained in the issuer’s office and must be provided by the issuer to the Division upon demand.

4. Before a sale, each prospective individual viatical settlement purchaser must be furnished written information that is sufficient to make an informed investment decision. For the purposes of this Subsection, information that is sufficient to make an informed investment decision includes the:

a. Viatical settlement disclosure document developed by the Secretary of State and available on the Division’s Form VIAD, Part I. The issuer must provide in that document an address to which a notice of rescission may be sent; and

b. Disclosure of any significant factors that may affect the outcome of the investment.

5. On or before the time of closure of a sale, defined as the date when the viatical settlement provider locates and proposes to the viatical settlement purchaser an acceptable specific viatical contract under the executed purchase agreement, an individual investor must receive a viatical settlement disclosure document that the issuer has completed using the Division’s Form VIAD, Part II.

6. In order to qualify for the exemption and unless waived by the Secretary of State, the issuer and the issuer’s predecessors must show, along with the issuer’s predecessor, that it has been in continuous operation for at least three (3) fiscal years without a default in the payment of principal, interest, dividends, or other obligations on a security of the issuer or a predecessor of the issuer with a fixed maturity or a fixed interest, dividend, or other provision.

B. The Secretary of State shall deny an application for exemption under this Chapter if an issuer, a predecessor of the issuer, an affiliate of the issuer, a director of this issuer, an officer of the issuer, a general partner of the issuer, a beneficial owner of ten percent (10%) or more of a class of the issuer’s equity securities, a promoter of the issuer presently connected with the issuer in any capacity, an underwriter of the securities to be offered, a partner of an underwriter of the securities to be offered, a director of an underwriter of the securities to be offered, or an officer of the underwriter of the securities to be offered:

1. Has filed within the last five (5) years a registration statement that is the subject of a currently effective registration stop order entered by a state securities administrator or the SEC.

2. Within the last five (5) years has been convicted of:

a. A felony;

b. A criminal offense involving fraud or deceit; or

c. A criminal offense in connection with the offer, purchase, or sale of a security.

3. Is currently subject to a state or federal administrative enforcement order or judgment in connection with the purchase, offer, or sale of a security.

4. Is currently subject to an order, judgment, or decree temporarily, preliminarily, or permanently restraining or enjoining the person subject to the order from engaging in or continuing to engage in conduct or a practice involving fraud or deceit in connection with the purchase, offer, or sale of a security.

5. For any other reason that is in the public interest as determined by the Secretary of State.

History

• Source: Miss. Code Ann. § 75-71-203 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.07 Effective Date and Expiration Date for Exemption of Viatical Settlement Investment Contracts

Unless made effective earlier by the Division, an application for exemption from registration under this Rule becomes effective thirty-one (31) days after the Division receives the completed application and the required documents unless the Division contacts the filer either orally or in writing within thirty (30) days after the receipt of the filing to seek additional information or clarification. At such time that the Division determines that the application is not complete or that additional information is required in order to make a determination on whether or not to grant the exemption under this Chapter, the registration will be placed in pending status until such time as the Division either grants or denies the exemption. An exemption granted under this Rule shall expire twelve (12) months after the date on which it is granted. A renewal must be made prior to the expiration of the exemption on the Division’s Form VR 903. Failure to timely renew will require the applicant to complete the process for application for exemption.

History

• Source: Miss. Code Ann. §§ 75-71-203, -204 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.09 Revocation of Exemption

The Secretary of State may, in his discretion, enter an order revoking an exemption granted pursuant to this Chapter. The order may not be entered without appropriate prior notice to all interested parties, opportunity for hearing, and written findings of fact and conclusions of law, except that the Secretary of State may, in his discretion, summarily revoke by order any of the specified exemptions pending final determination of a proceeding under this Rule. Upon the entry of a summary order, the Secretary of State shall promptly notify all interested parties that the order has been entered and thereafter the interested parties shall have thirty (30) days from receipt of the order in which to request a hearing. Upon receipt of a request for hearing, the Secretary of State will promptly set a hearing to be held in accordance with Chapter 8 of the Rules. If any of the interested parties fails to request a hearing within the thirty (30) day period, the Secretary of State will enter a final order, and the final order will remain in full force and effect until it is vacated or modified by the Secretary of State.

History

• Source: Miss. Code Ann. § 75-71-204 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.11 Right of Rescission Applicable to Sales of Viatical Settlement Interests

A. In addition to any other rights provided for under this Chapter or otherwise, a person who buys a viatical settlement investment contract or a security that either represents or is secured by a viatical settlement interest may rescind the purchase by giving the entity designated in the disclosure documents written notice of rescission, by ordinary mail, postage prepaid, postmarked no later than thirty (30) days following the later of the date on which the purchaser paid for the investment, or the date on which the purchaser received the Form VIAD Part II.

B. The notice of rescission required under Subsection (A) of this Rule is sufficient if addressed to the entity designated for the notice at the address given in the disclosure statement. The rescission notice is effective on the date it is mailed. The rescission notice may be in any form that expresses the intention of a purchaser to rescind the transaction.

C. Notwithstanding the time limit in Subsection (A) of this Rule, if the issuer has not found an acceptably suitable viatical settlement investment contract and closed the transaction within ninety (90) days of the execution of the purchase agreement, on the ninetieth (90th) day following the execution of the purchase agreement, the issuer shall provide the viatical settlement purchaser with a rescission offer using a form approved by the Division, and the viatical settlement investment contract purchaser will have ten (10) business days from its receipt to either accept or reject the rescission offer. The issuer shall keep a record of the rescission offer and its acceptance or rejection for at least three (3) years after providing that offer and shall provide that record to the Division at its request.

D. In this Rule, “business day” means a day other than Saturday, Sunday, or a state or federal holiday.

History

• Source: Miss. Code Ann. § 75-71-510 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.13 Advertising

A. The exemption contained in this Chapter shall not be available to any issuer who engages in false or misleading advertising in the sale or promotion of viatical settlement investment contracts. Furthermore, the Secretary of State shall revoke an exemption granted pursuant to this Chapter of the Rules if he determines that an issuer has engaged in false or misleading advertisement of viatical settlement investment contracts.

B. False or misleading viatical settlement investment contracts advertisements include, but are not limited to, the following representations:

1. “Fully secured,” “100% secured,” “fully insured,” “secure,” “safe,” “backed by rated insurance company(s),” “backed by federal and/or state law,” or similar representations;

2. “No risk,” “minimal risk,” “low risk,” “no speculation,” “no fluctuation,” or similar representations;

3. “Guaranteed fixed return,” “annual return,” “principal,” “earnings,” “profits,” “investment,” or similar representations;

4. “No sales charges or fees,” or other similar representations;

5. “High yield,” “superior return,” “excellent return,” “high return,” “quick profit,” or similar representations

6. “Perfect investment,” “proven investment,” or similar representations;

7. Purported favorable representations or testimonials about the benefits of viaticals as an investment, taken out of context from newspapers, trade papers, journals, radio and television programs, and all other forms of print and electronic media.

History

• Source: Miss. Code Ann. §§ 75-71-502, -610(e), (f) (2020).

1 Miss. Admin. Code Pt. 14, R. 9.15 Sales Agents

Any sales agent who engages in the sale of viatical settlement investment contracts must provide the Secretary of State with the following: A. Proof of obtaining a passing grade on the FINRA Series 7 examination;

B. Proof of obtaining a passing grade on the FINRA Series 63 examination;

C. An accurate, complete, and signed Form U4; and

D. A filing fee as specified in Rule 4.17.

History

• Source: Miss. Code Ann. § 75-71-404 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.17 Waiver of Viatical Settlement Requirements

Upon the request of an issuer, the Secretary of State may, in his discretion, waive a requirement of this Chapter of the Rules by order if he determines the waiver to be in the public interest and that the requirement to be waived is not necessary for protection of investors. The issuer bears the burden of proof to satisfy the Secretary of State that the waiver is in the public interest and that the requirement to be waived is not necessary for protection of investors.

History

• Source: Miss. Code Ann. § 75-71-307, -407 (2020).

1 Miss. Admin. Code Pt. 14, R. 9.19 Privacy

Except as required for the Secretary of State to execute his responsibilities under the Act, an issuer of a viatical settlement interest may not disclose to another person the identity of the viator or insured of the insurance policy that is the subject of the viatical settlement interest.

History

• Source: Miss. Code Ann. § 75-71-605 (2020).

Part 15 Charities Regulation

Chapter 1 GENERAL PROVISIONS

1 Miss. Admin. Code Pt. 15, R. 1.01 Definitions

As used in Miss. Code Ann. §§79-11-501 through 79-11-529 and the Rules promulgated thereunder, the following terms shall have the meaning ascribed to them below unless the context requires otherwise:

(A) "Act" shall mean the Charitable Solicitations Act, which is codified as Miss. Code Ann. §§79-11-501 through 79-11-529. (B) "Religious institution" shall mean (1) Ecclesiastical or denominational organizations, churches, diocese or presbytery or established physical places for worship, whether or not incorporated, at which nonprofit religious services and activities are regularly conducted and carried on and also includes those religious groups which do not maintain specific places of worship; (2) Such separate groups or corporations which form an integral part of a religious Institution as defined by subsection (B)(1) of this Rule and which are exempt from federal income tax under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, or of a corresponding section of any subsequently enacted federal revenue act; and (3) Such institutions soliciting contributions for the construction and maintenance of a house of worship or clergyman's residence. (C) “Charities Division” or “Division” shall mean the Charities Division of the Office of the Secretary of State of Mississippi. (D) “Charitable sales promotion” shall mean an advertising or sales campaign,

conducted by a commercial co-venturer, which represents that the purchase or use of goods or services offered by the commercial co-venturer will benefit, in whole or in part, a Charitable Organization or purpose. (E) “Commercial Co-venturer” shall mean any person or entity who is regularly and primarily engaged in the production, trade, sale or commerce of goods other than in connection with the raising or solicitation of funds, assets, or other property for charitable organizations or charitable purposes, who for indirect compensation (including contractually arranged fees, commissions or other monetary remuneration), conducts, promotes, underwrites, arranges, markets, sponsors or advertises a sale, performance, or event of any kind which will benefit, to any extent, a Charitable Organization. A person or entity who contracts with a Charitable Organization to benefit that charity to any extent, and who receives only indirect compensation limited to goodwill or tax benefits as a result of that contractual agreement, is considered neither a commercial co-venturer nor a professional fund-raiser so long as neither the person (or entity) nor the Charitable Organization conducts, promotes, underwrites, arranges, markets, sponsors, or advertises the relationship to the public during the contract period. (F) “Specifically targets” shall mean to either (i) include on its Web site an express or implied reference to soliciting contributions from that state; or (ii) to otherwise affirmatively appeal to residents of the state, such as by advertising or sending messages to persons located in the state (electronically or otherwise) when the entity knows or reasonably should know the recipient is physically located in the state. Charities operating on a purely local basis, or within a limited geographic area, do not target states outside of their operating area, if their Web site makes clear in context that their fundraising focus is limited to that area even if they receive contributions from outside that area on less than a repeated and ongoing basis or on a substantial basis.

History

• Source: Miss. Code Ann. §§ 79-11-501; 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.03 Filing Materials

All papers, forms or information required to be filed with the Division must be filed electronically as permitted by the Division. The date on which the online forms or other documents are actually received by the Division shall be the date of filing thereof. An application is not considered complete and will not be further processed until all required documentation has been received by the Division.

History

• Source: Miss. Code Ann. §§ 79-11-503; 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.05 Application Forms

All applications required to be filed shall be submitted online. All information requested in such forms is essential and must be furnished. Additional documentation

not specifically called for by the form, but which is essential to a full disclosure of all information, shall be furnished and properly identified. All forms and documentation furnished to the Division become part of the records of the Division and are not returnable.

History

• Source: Miss. Code Ann. §§ 79-11-503; 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.07 Variances From The Rules

The Division may grant variances from these Rules if it determines that (i) application of the Rules from which the variance is granted would, in the particular case, be unnecessarily burdensome, and (ii) such variance would not be inconsistent with the public policy purposes of the Act.

History

• Source: Miss. Code Ann. §§ 79-11-504(a),(d) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.09 Oral Opinions

Oral or informal opinions by the staff of the Division as to the applicability of the Act and oral or informal representations by the staff of the Division concerning the status of filings made with the Division are not considered binding upon the Division unless accurately and promptly confirmed in writing by the party requesting such oral or informal opinion or representation.

History

• Source: Miss. Code Ann. §§ 79-11-504(a)-(c)(Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.11 Interpretations By The Division

Pursuant to §79-11-504(b) of the Act, the Division may respond to written inquiries concerning interpretations of the Act or the rules promulgated thereunder, provided sufficient relevant facts are given and the situation is not hypothetical. The Division may refuse to respond to any inquiry. The Division shall impose a fee of One Hundred Dollars ($100.00) for each interpretive opinion it issues in response to such inquiries.

History

• Source: Miss. Code Ann. §§ 79-11-504(a),(b) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 1.13 Redaction in Public Records Requests

Pursuant to Section 79-11-527 of the Act, the Division may make information contained in or filed with any registration’s application available for public record, not including confidential and/or personal information contained in Schedule B of a registrant’s I.R.S. Form 990. The Division will redact all information contained in Schedule B when responding to public records requests, except for any law enforcement purpose as contemplated in Section 79-11-527.

Chapter 2 Charitable Organization

1 Miss. Admin. Code Pt. 15, R. 2.01 Registration Statement

In order to apply for registration as a Charitable Organization pursuant to § 79-11-503 of the Act, the following must be submitted to the Division:

(A) Online Registration Statement; (B) The non-refundable Fifty Dollar ($50.00) registration fee; (C) Copies of contracts between the Charitable Organization and any Professional Fund-Raisers/Fund-Raising Counsels relating to financial or other compensation or profit to be derived by the Professional Fund-Raisers/Fund-Raising Counsels; (D) With the initial registration only, a copy of the current charter, articles of incorporation, bylaws and/or any other instrument of organization and any federal tax exemption determination letter from the Internal Revenue Service or notification of any rescission of, challenge to, or investigation of the Charitable Organization's federal tax exemption; (E) A financial report and other information and documents as required by § 79-11- 507 of the Act; (F) An alternate address, different than that of the address of the Charitable Organization for which registration is sought, for each of the president, chief executive officer or executive director (or equivalent thereof), and chief financial officer or treasurer (or equivalent thereof) of the Charitable Organization. Because these addresses are available to the public upon request, the Division recommends that home addresses not be used; and (G) An e-mail address, different than that of the e-mail address of the Charitable Organization for which registration is sought, for each of the current officers and directors.

History

• Source: Miss. Code Ann. §§ 79-11-503; 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 2.02 Electronic Filing

All filings with the Secretary of State’s Office that are required or permitted by §79-11-503 of the Act shall be made electronically, and shall be in the format prescribed by the Secretary of State.

1 Miss. Admin. Code Pt. 15, R. 2.03 Certificate Of Registration

Registration in Mississippi as a Charitable Organization shall become effective upon the date of the issuance of a Certificate of Registration by the Division.

History

• Source: Miss. Code Ann. §§ 79-11-50(3),(4); 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 2.05 Renewal

In order to renew the Registration, the following must be submitted to the Division on or before the expiration date of the Certificate of Registration: (A) Online Registration Statement; (B) The Fifty Dollar ($50.00) non-refundable renewal fee; (C) Copies of contracts not already on file with the Division between the Charitable Organization and all Professional Fund-Raisers/Fund-Raising Counsels relating to

financial compensation or profit to be derived by the Professional Fund- Raisers/Fund-Raising Counsels; (D) A financial report and other information and documents as required by § 79-11- 507 of the Act; (E) An alternate address, different than that of the address of the Charitable Organization for which renewal is sought, for each of the president, chief executive officer or executive director (or equivalent thereof), and chief financial officer or treasurer (or equivalent thereof) of the Charitable Organization. Because these addresses are available to the public upon request, the Division recommends that home addresses not be used; (F) An affidavit of solicitation section will be part of the online registration statement if the renewal is late. When the renewal is received after the expiration of the Certificate of Registration, a statement detailing the solicitations made during the period of non-registration must be submitted. The statement must contain the donations pledged and donations received from Mississippi residents. If no solicitations were made, the statement must affirm that no solicitations were made during the period of non-registration. For purposes of this subsection, the period of non-registration shall mean the date on which the Certificate of Registration expired through the date on which the Division receives the complete renewal package; and (G) An e-mail address, different than that of the address of the Charitable Organization for which renewal is sought, for each of the current officers and directors.

History

• Source: Miss. Code Ann. §§ 79-11-503; 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 2.06 Extensions

A Charitable Organization’s renewal date is the fifteenth day of the fifth month following the close of the charitable organization’s fiscal year end. The Charities Division will allow for extensions for the same time-frame as provided by the Internal Revenue Service. Extension requests must be filed online with the Charities Division using the online filing system. Charities exempted from filing Form 990 with the Internal Revenue Service may also file extensions.

History

• Source: Miss. Code Ann. §§ 79-11-503 (4)(b) (Rev. 2016).

1 Miss. Admin. Code Pt. 15, R. 2.07 Notice Of Exemption

Any Charitable Organization claiming an exemption from registration pursuant to § 79-11-505 of the Act must, prior to any solicitations, file with the Division an online Notice of Exemption Form along with the documentation required by such form and a processing fee of Fifty Dollars ($50.00). The Division shall review the Notice and may request additional information from the Organization in order to make a determination. The Division shall notify the Organization of its determination within sixty (60) days of the filing of the Notice.

Upon finding that the Charitable Organization qualifies for an exemption, the Division will issue the Organization a Certificate of Exemption which shall remain in effect until the Division is

notified that the Organization is no longer soliciting contributions, or that the Organization’s status has changed such that registration would be required. Upon finding that the Charitable Organization does not qualify for an exemption, the Division shall notify the Organization of this determination and the Organization shall be required to file a registration statement as provided in Section 2.01 of these Rules within thirty (30) days of receipt of such notice. Any change to information on file with the Division should be made within thirty (30) days of said change.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 505 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 2.08 Determination of Online Solicitation

Pursuant to Miss. Code Ann. §§79-11-501 and 79-11-503, every charitable organization which solicits or intends to solicit contributions by any means shall file a registration statement with the Secretary of State unless exempt in accordance with §79-11-505.

(A) Charitable organizations soliciting via the internet or by email are considered to be soliciting in Mississippi if any of the following apply: (1) The charitable organization maintains an account in a financial institution located in the State of Mississippi, a physical address or a mailing address; (2) The charitable organization specifically targets, as defined herein, by expending funds (by trade or otherwise) for internet solicitations to Mississippi residents; or (3) The charitable organization solicits donations via the internet or by email, by providing a “Donate Now” button or any other indirect form of solicitation and either: a) Receives, or intends to receive, in the charitable organization’s fiscal year contributions in the amount of at least Twenty Five Thousand Dollars ($25,000.00) from Mississippi residents; or b) Receives contributions from twenty five (25) or more Mississippi residents in the charitable organization’s fiscal year. (B) Any charitable organization soliciting via the internet or by email which does not meet the criteria provided in Rule 2.08(A) is not required to file a registration statement with the Secretary of State.

1 Miss. Admin. Code Pt. 15, R. 2.09 Termination of Registration or Cessation of Fundraising Activities within the State

(A) A registered Charitable Organization may terminate its registration by filing an online Final Report within thirty (30) days of ceasing activities in the state. (B) A registered Charitable Organization which chooses to either terminate its registration or not renew its registration must file an online final report to the Division within thirty (30) days of the date of termination or expiration, respectively. The final report must contain the following: (1) For a Charitable Organization which has ceased operations and sold or distributed all or substantially all of its assets:

(a) A list of officers and trustees of the Charitable Organization, including their addresses and telephone numbers, which shall be different from the address of the Charitable Organization; (b) A financial statement meeting the criteria of §79-11-507 of the Act. (c) If the Charitable Organization is a domestic corporation, a filed, stamped copy of the corporation’s Articles of Dissolution filed with the Mississippi Secretary of State Business Services Division meeting the criteria of §79-11-337 of the Mississippi Code; (d) If the Charitable Organization is a foreign corporation, a filed, stamped copy of the corporation’s Articles of Dissolution filed with the secretary of state (or other state agency performing this function) of the Charitable Organization’s state of incorporation and/or other terminating documents as filed with the appropriate regulator in the Charitable Organization’s state of incorporation; and (e) A sworn statement signed by an officer of the Charitable Organization providing details of the final distribution of assets. This statement shall indicate the name or names and addresses of the party or parties that received the distributed assets, along with such parties’ state of organization and whether the parties are registered as a charity in any state and/or have obtained tax- exempt 501(c)(3) status with the IRS. (2) For all other Charitable Organizations, foreign or domestic, which opt not to renew for any other reason: (a) A financial statement meeting the criteria of §79-11-507 of the Act; and (b) A sworn and dated statement signed by an officer of the Charitable Organization certifying that the Organization has ceased charitable solicitations within the State.

History

• Source: Miss. Code Ann. §§ 79-11-503(8); 504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 2.13 Books and Records

Charitable organizations either registered with the Secretary of State or exempt from registration shall maintain accurate books and records of the solicitation activities of the organization for a period of at least three (3) years. Solicitation activities shall include all financial activities of the organization. The records shall be maintained at the offices of the charitable organization and shall be kept in an auditable format. By way of example such records shall include, but not be limited to, the following:

(A) All check books, bank statements, cancelled checks and cash

reconciliations of the organization; (B) All bills, statements and receipts (or copies thereof), paid or unpaid, relating to the business and operation of the organization; (C) Statements and records of all accounts in which the organization is vested; (D) All written agreements (or copies thereof) entered into by the organization with any entity, person or otherwise relating to the business of the organization as such; (E) General and auxiliary ledgers (or other comparable records) reflecting asset, liability, reserve, capital, income and expense accounts; (F) Current minutes of the meetings of the organization’s board of directors; and (G) Copies of all solicitation materials.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 507 (Rev. 2009).

Chapter 3 Professional Fund-Raisers/Fund-Raising Counsels

1 Miss. Admin. Code Pt. 15, R. 3.01 Application: Professional Fund-Raiser

In order to apply for registration as a Professional Fund-Raiser pursuant to §79-11-513 of the Act, the following must be submitted online to the Division:

(A) Online Professional Fund-Raiser Application for Registration, (B) Ten Thousand Dollar ($10,000.00) surety bond as provided in §79-11-513 of the Act, (C) Copies of contracts between the Professional Fund-Raiser and any Charitable Organization relating to financial compensation or profit to be derived by the Professional Fund-Raisers, (D) All copies of booklets, brochures, bulletins, circulars, scripts, documents, letters, pamphlets; including any articles evidencing a writing which will be used in the solicitation campaign, (E) Professional Solicitor Online Application for Registration for each employee who will be making solicitations, and (F) The Two Hundred and Fifty Dollar ($250.00) non-refundable registration fee.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.02 Application: Fund-Raising Counsel

In order to apply for registration as a Fund- Raising Counsel pursuant to §79-11-513 of the Act, the following must be submitted online to the Division:

(A) Online Application for Registration of a Fund-Raising Counsel form, (B) Copies of contracts between the Fund-Raising Counsel and any Charitable

Organization relating to financial compensation or profit to be derived from the Fund-Raising Counsel’s affiliation with either or both entities, and (C) The Two Hundred and Fifty Dollar ($250.00) non-refundable registration fee.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.03 Retention of Records

A Professional Fund-Raiser shall maintain during each solicitation campaign and for not less than three years after the completion of such campaign the following records, which shall be available for inspection upon demand by the Secretary of State’s Office:

(A) The date and amount of each contribution received and the name and address of each contributor. (B) The name and residence of each employee, agent or other person involved in the solicitation. (C) Records of all revenue received and expenses incurred in the course of the solicitation campaign. (D) The location and account number of each bank or other financial institution account in which the Professional Fund-Raiser has deposited revenue from the solicitation campaign. (E) The Professional Fund-Raiser shall maintain, for a period of three years, a copy of any contract, or contracts, or documents evidencing a contract, such as writings, notes, ledger entries, or taped conversations, relating to any agreements between the charity and the Professional Fund-Raiser regarding contractual performance.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 515(2),(3) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.04 Certification of Registration: Professional Fund-Raiser/ Fund-Raising Counsel

Registration in Mississippi as a Professional Fund-Raiser/Fund-Raising Counsel shall become effective upon the date of the issuance of a Certificate of Registration by the Division. The Certificate shall expire on June 30th each year.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.05 Renewal: Professional Fund-Raiser

The following must be submitted online to the Division on or before June 30th each year in order to renew: (A) Online Professional Fund-Raiser Application for Registration form, (B) Ten Thousand Dollar ($10,000.00) surety bond or a continuation notice of the bond on file as provided in §79-11-513 of the Act, (C) Copies of contracts not already on file with the Division between the Professional Fund-Raiser and any Charitable Organization relating to financial compensation or profit to be derived from the Professional Fund- Raiser’s affiliation with either or both entities,

(D) All copies of booklets, brochures, bulletins, circulars, scripts, documents, letters, pamphlets; including any articles evidencing a writing which will be used in the solicitation campaign, and (E) The Two Hundred and Fifty Dollar ($250.00) non-refundable registration fee.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.06 Renewal: Fund-Raising Counsel

The following must be submitted to the Division online on or before June 30th of each year in order to renew:

(A) Online Application for Registration of Fund-Raising Counsel form, (B) Copies of contracts not already on file with the Division between the Fund- Raising Counsel and any Charitable Organization relating to financial compensation or profit to be derived from the Fund-Raising Counsel’s affiliation with either or both entities, and (C) The Two Hundred and Fifty Dollar ($250.00) non-refundable registration fee.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.07 Filing of Solicitation Campaign Notice

Prior to the commencement of each solicitation campaign, the Professional Fund-Raiser shall file an online Solicitation Campaign Notice form with the Division. Any changes or modifications in the required information must be submitted to the Division online within seven (7) days.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 515(3) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.09 Filing of Summary of Financial Activities of a Professional Fund-Raiser for a Solicitation Campaign

A Summary of Financial Activities of a Professional Fund-Raiser for a Solicitation Campaign form must be filed online with the Division to report the financial activities for each individual solicitation campaign conducted for every charitable organization for which the Professional Fund-Raiser makes solicitations. This financial report is to be filed with the Division no more than ninety (90) days after a solicitation campaign has been completed and/or annually on the anniversary date of the commencement of any solicitation if the campaign lasts more than one (1) year. If the solicitation campaign is conducted nationally or regionally and is not confined solely to the State of Mississippi, the financial information required to be filed shall be inclusive of the national or regional campaign.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 515(3) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.11 Termination of Registration: Professional Fund-Raiser/ Fund-Raising Counsel

A Professional Fund-Raiser/Fund-Raising Counsel may terminate registration by submitting a letter requesting termination to the Division within thirty (30) days of ceasing activities in the state.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 515 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.13 Application/Renewal: Professional Solicitor

(A) In order to apply for registration as a Professional Solicitor pursuant to §79-11- 517 of the Act, the online Professional Solicitor Application for Registration form must be submitted to the Division. The application must be filed (i) with the online Professional Fund-Raiser Application for Registration, (ii) with the online Solicitation Campaign Notice filed by the Professional Fund-Raiser, or (iii) at any time a new Solicitor is hired. A completed, attested form must be on file with the Division before any solicitations may be made by the Solicitor. (B) On or before June 30th each year, the online Professional Solicitor Application for Registration form must be completed in order to renew registration as a Professional Solicitor. (C) In the event of termination of employment, notice of such termination must be provided to the Division within thirty (30) days.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 517 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.15 Display of Certificate: Professional Fund-Raiser/Fund-Raising Counsel

The current registration certificate issued by the Division to the Professional Fund-Raiser/ Fund- Raising Counsel shall be posted and displayed in a conspicuous place and in easy view of all persons who enter the office of the Professional Fund-Raiser/ Fund-Raising Counsel.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 513 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 3.17 Commercial Co-ventures

(A) A Commercial Co-venturer engaging in a charitable sales promotion is required to file with the Secretary of State an online notice of the promotion no less than seven (7) days prior to the start of said promotion. Such notice must include a copy of the contract between the Co-venturer and the Charitable Organization. (B) The Secretary of State also requires a Commercial Co-venturer to file an online financial accounting of the charitable sales promotion no later than thirty (30) days after the conclusion of said promotion, if the charitable sales promotion is less than one (1) year. If the promotion period is greater than one (1) year, the Commercial Co-Venture shall file an annual online financial accounting each year of the charitable sales promotion no later than thirty (30) days after the anniversary date of the first notice of promotion filing, and shall file a final financial accounting of the charitable sales promotion no later than thirty (30) days after the conclusion of said promotion. The online

accounting, annual accounting or final accounting shall include the following: (1) The number of units of goods or services sold in Mississippi; (2) The amount of gross sales in Mississippi; (3) The amount of those gross sales paid by the Co-venturer to the Charitable Organization; and (4) In the case of a multi-state, national or international campaign, the percentage of total sales in Mississippi paid to the charity.

(C) It shall be a violation of the Mississippi Regulation of Charitable Solicitations Act for a Commercial Co-venturer to perform any services on behalf of an unregistered charitable organization.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 515 (Rev. 2009).

Chapter 4 Administrative Hearing Procedures

1 Miss. Admin. Code Pt. 15, R. 4.01 Definitions

"Party,” as used in these rules, shall include the Attorney General, the Secretary of State, other governmental agency, charitable organization, professional fund- raiser, fund-raising counsel, professional solicitor, or any other person.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 521(Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.03 Notice of Administrative Hearing

(A) Written notice shall be provided to any charitable organization or other person against whom the Attorney General or the Secretary of State intends to institute an administrative hearing pursuant to the Regulation of Charitable Solicitations Act. (B) Such notice shall be by certified mail, return receipt requested and shall set forth the date, time and place for the administrative hearing and shall also designate a Hearing Officer.

History

• Source: Miss. Code Ann. §§ 79-11-504(a); 521 (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.05 Witnesses

(A) Any Party wishing to appear or introduce evidence or other testimony at the administrative hearing shall, no later than fourteen (14) days prior to the hearing date, file with the Hearing Officer a list of witnesses which it intends to call to testify or to otherwise give evidence. The list shall contain

for each witness: (1) Name; (2) Current residential and business address, if known; (3) Current residential and business telephone number, if known; (4) A statement indicating whether such person is to testify in person or by affidavit. (B) A true and correct copy of such list shall be forwarded by each Part y to all other Parties no later than fourteen (14) days prior to the hearing date.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.07 Documents

Upon request by any Party, any documents, papers or tangible things to be introduced by any Party at the hearing shall be made available for inspection and copying by the requesting Party no later than fourteen (14) days prior to the hearing date. This shall include written reports prepared by any expert retained by any Party to testify at the hearing.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.09 Conduct of Hearing

(A) The Hearing Officer shall have the authority to administer oaths and affirmations; (B) Each Party may be represented by an attorney or other authorized representative; (C) The Hearing Officer may clear the hearing room of witnesses not under examination; (D) The Hearing Officer shall have the authority to maintain the decorum of the hearing and shall take reasonable steps to do so when necessary, including clearing the hearing room of any person who is disruptive.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.11 Evidence

(A) Hearings shall be informal and technical rules of evidence shall be relaxed; (B) All witnesses who appear and testify under oath shall be subject to cross examination. A witness who does not appear may testify by affidavit provided the Party presenting the particular witness' affidavit has complied with the requirements of Rule 4.05 thereby affording any other Party an opportunity to contact said witness and obtain an affidavit on its own behalf; (C) The Hearing Officer shall have the authority to admit into the record any

evidence which, in his or her judgment, has a reasonable degree of probative value and trustworthiness. The Hearing Officer shall have the authority to exclude evidence which is irrelevant, immaterial, lacking in probative value, untrustworthy or unduly cumulative; (D) Documents received into evidence by the Hearing Officer shall be marked by him or her, or under his or her direction, and filed for the record of the appeal; (E) Rebuttal and surrebuttal evidence may be heard at the discretion of the Hearing Officer; (F) Arguments summarizing the evidence and the law may be heard at the discretion of the Hearing Officer.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009)

1 Miss. Admin. Code Pt. 15, R. 4.13 Order of Proof: Burden of Proof

(A) At the hearing, the Attorney General or the Secretary of State shall be the first to present evidence. (B) The Attorney General or the Secretary of State shall have the burden of proving its allegations by a preponderance of the evidence.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.15 Preservation and Transcription of Record of Hearing

(A) A record of testimony at the hearing may be made by other than stenographic means, in which event notice shall be given to all parties designating the manner of recording and preserving the testimony. (B) It shall be the responsibility of any Party desiring to preserve by stenographic means a record of testimony at the hearing to: (1) Arrange for a court reporter to make stenographic recording of the hearing; (2) Pay all fees and expenses for such recording and transcription directly to the court reporter. (C) A true and correct copy of said stenographic recording shall be made available to any other Party requesting it, provided such Party agrees to pay the expense of such copy.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.17 Order to be Filed upon Completion of Hearing

After all evidence is heard or

received and the hearing is completed, the Hearing Officer shall, within a reasonable time thereafter, prepare and file proposed written findings of fact and conclusions of law and a proposed Decision and Final Order based thereon. The Secretary shall review the findings of fact and conclusions of law of the hearing officer, and may accept, modify, or reject, in whole or in part, the findings of fact and conclusions of law. The Secretary shall thereafter issue a Final Order, a copy of which shall be sent promptly, via certified mail, return receipt requested, to all Parties who appeared at the administrative hearing, or to their attorney(s) or authorized representative(s).

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.19 Continuances

Continuances requested by any Party shall be granted within the discretion of the Hearing Officer only for good cause shown.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.21 Computation of Time

In computing any period of time prescribed or allowed under these rules, the Hearing Officer shall be guided by the Mississippi Rules of Civil Procedure.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009).

1 Miss. Admin. Code Pt. 15, R. 4.23 Validity of Rules

If any one or more of these rules is found to be invalid by any court of competent jurisdiction, such finding shall not affect the validity of any other of these rules.

History

• Source: Miss. Code Ann. §§ 79-11-504(a) (Rev. 2009)

Part 16 Elections- Voter Photo Identification

Chapter 1 Definitions

1 Miss. Admin. Code Pt. 16, R. 1.1 Definitions

A. “Acceptable Photographic Identification” means a current and valid: 1) Mississippi driver’s license, 2) Identification card, including, but not limited to, an employee identification card containing a photograph of the elector, issued by a branch, department, agency or entity of the State of Mississippi, 3) United States passport, 4) Employee identification card containing a photograph of the elector issued by any branch, department, agency or entity of the United States government, 5) Mississippi license containing a photograph of the elector to carry a pistol or revolver, 6) Tribal identification card containing a photograph of the elector, 7) United States military identification card containing a photograph of the elector, 8) Student identification card, containing a photograph of the elector, issued by an accredited college, university or community or junior college in the State of Mississippi, 9) Mississippi Voter Identification Card, and 10) Photo identification issued by any branch, department, agency or entity of the United States government or any state government including, but not limited to, a driver’s license issued by a state other than Mississippi. B. “Accredited college, university, community or junior college in the State of Mississippi” means a college, university, community college or junior college approved by the Mississippi Commission on College Accreditation. C. “Business Days” means those days on which each Registrar’s office is open for business, including those Saturdays on which each Registrar’s office is open for purposes as provided by statute. D. “Current” means the document has no expiration date or has an issuance date not more than ten (10) years prior to the date the document is presented. E. “EVVE” means the Electronic Verification of Vital Events system. F. “Mississippi Voter Identification Card” means a card issued by the State of Mississippi through the individual offices of each county Registrar pursuant to Miss. Code Ann. Section 23-15-7, solely for the purpose of identifying a

qualified elector by photographic identification who presents to a Registrar, Municipal Clerk or polling place to vote. G. “Photo Identity Document” means a valid, but not current document, containing the elector’s name and a photograph that fairly depicts the elector, issued by any branch, department, agency, division or entity of the United States government or any state government. H. “Qualified Elector”, as defined by Miss. Code Ann. Section 23-15-11, means every inhabitant of the state of Mississippi, except persons adjudicated to be non compos mentis, who is a citizen of the United States, eighteen (18) years old and upwards, who has resided in the state of Mississippi for thirty (30) days and for thirty (30) days in the county in which he or she seeks to vote, and for thirty (30) days in the incorporated municipality in which he or she seeks to vote, and who has been duly registered as an elector pursuant to Miss. Code Ann. Section 23-15-33, and who has never been convicted of any crime provided within Section 241 of the Mississippi Constitution of 1890. I. “Registrar” means each of the eighty-two (82) county registrars of elections, appointed by the State Board of Election Commissioners, pursuant to Miss. Code Ann. Section 23-15-223, and each deputy registrar as authorized by law. J. “Receipt for the Mississippi Voter Identification Card” means a document, issued by the State of Mississippi through the individual offices of each county Registrar pursuant to Miss. Code Ann. Section 23-15-631, solely for the purpose of providing temporary Acceptable Photographic Identification to a qualified elector by who presents to a Registrar, Municipal Clerk or polling place to vote within forty-five (45) days after issuance. K. “SEMS” means the Statewide Elections Management System which is Mississippi’s electronic voter roll. L. “State-licensed care facility” means an institution for the aged or infirm as defined by Miss. Code Ann. Section 43-11-1. M. “UOCAVA” means the Uniformed and Overseas Citizens Absentee Voting Act. N. “Valid” means a document is what it purports to be, and is not a fake or forgery.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

Chapter 2 Effective Date of Mississippi Voter Photo Identification

1 Miss. Admin. Code Pt. 16, R. 2.1 Rule 2.1

Beginning with Elections held in the State of Mississippi occurring on or after June 3, 2014, each qualified elector, who is not exempt from these requirements and who appears in person to vote by absentee ballot in the Registrar’s Office or Municipal Clerk’s Office, or who appears to vote at his or her polling place on an election day, must identify himself or herself by presenting Acceptable Photographic Identification as defined

by Rule 1.1(A) before the elector may cast his or her ballot and vote.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

Chapter 3 Mississippi Voter Identification Card

1 Miss. Admin. Code Pt. 16, R. 3.1 Intent and Purpose

A. These rules are promulgated pursuant to the authority granted the Mississippi Secretary of State under Miss. Code Ann. Section 23-15-7.

B. It is the intent of the Mississippi Secretary of State to provide for the time, place, and manner in which each Registrar’s Office shall issue the Mississippi Voter Identification Card to eligible electors, to provide for the acceptable types of documentation or information necessary for an eligible elector to obtain the Mississippi Voter Identification Card, and to provide certain other rules governing the Mississippi Voter Photo Identification law.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.2 Availability of Mississippi Voter Identification Card

A. Eligible electors may apply for a Mississippi Voter Identification Card at the office of each Registrar and mobile locations, where available. B. The Registrar shall provide a location in his or her office at which he or she shall make available and accept applications for the Mississippi Voter Identification Card and issue the Receipt for the Mississippi Voter Identification Card. C. In counties having two (2) judicial districts, the Registrar shall provide a location in his or her office in each judicial district, at which he or she shall make available and accept applications for the Mississippi Voter Identification Card and issue the Receipt for the Mississippi Voter Identification Card. D. The Registrar shall accept applications for the Mississippi Voter Identification Card and issue the Receipt for the Mississippi Voter Identification Card during normal business hours and during such additional hours as are provided by statute. E. The Registrar of the elector’s county of residence shall be provided notice of the elector’s submission of an application for and issuance of a Receipt for the Mississippi Voter Identification Card from the issuing Registrar’s office. F. No fee shall be charged to the applicant or collected by the Registrar for his or her provision and acceptance of the application for the Mississippi Voter Identification Card or the issuance of the Receipt for the Mississippi Voter

Identification Card.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.3 Application for Mississippi Voter Identification Card

A. The Registrar shall provide a uniform application for the Mississippi Voter Identification Card in the form designed and published by the Mississippi Secretary of State as set forth in Part 16, Exhibit A. B. The State of Mississippi shall make proper allowances and reimburse the Registrar for equipment and office supplies reasonably necessary for the issuance of the Receipt for the Mississippi Voter Identification Card. C. The application shall require the elector to (i) affirm he or she is registered to vote in Mississippi, or is registering to vote at the same time he or she is submitting an application for the Mississippi Voter Identification Card; (ii) affirm he or she does not currently possess Acceptable Photographic Identification as defined by Rule 1.1(A) to vote; and (iii) provide his or her full legal name, date of birth, legal residence address, and mailing address, if different. D. The application shall be signed under oath, in the presence of the Registrar, and any falsification or fraud committed in making the application for the Mississippi Voter Identification Card shall constitute false swearing as defined and punishable by Miss. Code Ann. Section 97-7- 35.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.4 Eligibility for Issuance of the Mississippi Voter Identification Card

No qualified elector shall be eligible to obtain the Mississippi Voter Identification Card if that person currently possesses Acceptable Photographic Identification as defined in Rule 1.1(A).

1 Miss. Admin. Code Pt. 16, R. 3.5 Documentation Required for Issuance of the Mississippi Voter Identification Card

Before issuing a Mississippi Voter Identification Card, the Registrar shall require an elector to:

A. Complete and sign an application and B. Present any one of the following forms of documentation:

1. Photo Identity Document; 2. Any documentation which sets forth the elector’s full legal name, date and place of birth, including, but not limited to, a birth certificate;

2. A Social Security card; 4. A Medicare card; 5. A Medicaid card; 6. Any of the following documents, provided the document sets forth the elector’s name and his or her principal residential address: i. Utility bill issued within the past six (6) months, ii. Bank statement issued within the past six (6) months, iii. Paycheck issued within the past six (6) months, iv. Government check issued within the past six (6) months, or v. Any other government document that shows the elector’s name and his or her principal residential address issued within the current calendar year including, without limitation, an IRS Form W-2, Wage and Tax Statement; or 7. Mississippi Voter Registration Card.

C. If an elector cannot present any one of the forms of documentation set forth in Rule 3.5(B), the Registrar may electronically verify the elector’s birth information by virtue of each Registrar’s access to EVVE, free of charge to the elector. The verification of the elector’s birth information by the Registrar shall provide the required identification of the elector. No additional documentation as set forth in Rule 3.5(B) shall be required of the elector. D. A qualified, eligible elector submitting an application for the Mississippi Voter Identification Card, who is unable to read or write by reason of disability or otherwise, and who requests assistance, shall not be required to personally complete the application in writing, but shall be required to execute the oath. In such cases, the Registrar shall read the application and oath to the elector, and the elector’s answers thereto shall be written by the Registrar in completion of the application, with the elector making his mark, if unable to sign his or her name upon the oath. The Registrar shall write the name of the applying elector around or adjacent to the mark and indicate that the mark is that of the applying elector. E. The oath of an eligible elector, submitting an application for the Mississippi Voter Identification Card, who is unable to read or write by reason of disability or otherwise, who requests assistance, and who is unable to execute the oath by signing his or her name or making his or her mark, shall be completed by the Registrar on behalf of the applying elector. The Registrar shall write the elector’s name in completion of the oath and indicate that the applying elector is unable to sign his or her name or make his or her mark upon the oath.

History

• Source: Miss. Code Ann. Sections 23-15-7(6) and 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.6 Processing the Application for Mississippi Voter Identification Card

A. To process the elector’s application for the Mississippi Voter Identification Card, the Registrar shall require the elector to:

1. Complete the Mississippi Voter Identification Card Application, and 2. Present any one of the forms of documentation set forth in Rule 3.5(B) or satisfy the requirements of Rule 3.5(C).

B. If the elector presents a Photo Identity Document pursuant to Rule 3.5(B)(1), the Registrar shall verify:

1. The photograph on the document “fairly depicts” the elector based on the guidelines set forth in Rule 4.1(B)(2) below, 2. The name on the document and the application is “substantially similar” to the name of the elector in SEMS based on the guidelines set forth in Rule 4.1(B)(3) below; and 3. The address provided on the application is the same address of the elector in SEMS.

C. If the elector submits documentation pursuant to Rule 3.5(B)(2), the Registrar shall verify the name on the document and the application is “substantially similar” to the name of the elector in SEMS based on the guidelines set forth in Rule 4.1(B)(3) below.

D. If the elector submits documentation pursuant to Rule 3.5(B)(3) – (7), the Registrar shall verify:

1. The name on the document and the application is “substantially similar” to the name of the elector in SEMS based on the guidelines set forth in Rule 4.1(B)(3) below; 2. The address provided in the document, if any, and the address provided in the application is the same address of the elector in SEMS; 3. If the elector is not registered to vote by the address provided in the document and provided in the application, the Registrar shall change the elector’s address as it appears in SEMS to match the address provided in the document and the application; and 4. If the elector is not registered to vote by his or her full legal name (because the elector used an initial, abbreviation, maiden name, etc.), the Registrar shall change the elector’s name as it appears in SEMS to match the elector’s name as provided on his or her application.

E. If the elector completes, signs, and submits a valid application and presents

any one of the forms of identification set forth in Rule 3.5(B), as verified by the Registrar pursuant to Rule 3.6(B)-(D), or satisfies the requirements of Rule 3.5(C), the Registrar shall immediately:

1. Capture a digital photograph of the elector utilizing the equipment, supplies and training provided by the State of Mississippi, 2. Issue the Receipt for the Mississippi Voter Identification Card to the elector, which shall contain the digital photograph of the elector, utilizing the equipment, supplies and training provided by the State of Mississippi, if an election is to be held within forty-five (45) days of the date of the elector’s application, 3. Inform the elector that he or she shall receive the Mississippi Voter Identification Card within fourteen (14) calendar days, and may use the Receipt for the Mississippi Voter Identification Card to vote in any election held within forty-five (45) days from the date of the elector’s application, and 4. Transmit the required information to produce the Mississippi Voter Identification Card to the third-party vendor.

F. If the elector completes, signs and submits a valid application, but the Registrar determines the elector does not satisfy the requirements of Rule 3.5(B) or Rule 3.5(C), the Registrar shall immediately advise the elector of the reason(s) why the application has been denied, and further advise the elector of the availability of an appeal process identical to the process provided an elector denied registration pursuant to Miss. Code Ann. Sections 23-15-61 and 23-15-63.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.7 Automatic Review and Appeal of a Registrar’s Denial of Mississippi Voter Identification Card

In the event an elector is denied issuance of a Mississippi Voter Identification Card, there shall be an automatic review by the county election commission and appeal process available to the elector pursuant to Miss. Code Ann. Sections 23-15-61 through 23-15-79.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.8 Cancellation and Surrender of Mississippi Voter Identification Card

A. The Registrar may cancel and require surrender of a Mississippi Voter Identification Card upon confirmation the card was issued to a person not entitled thereto. B. A Mississippi Voter Identification Card may be cancelled or required to be

surrendered by the elector if: 1. The elector is deceased, 2. The elector is convicted of a disenfranchising crime, 3. The elector is adjudicated to be incompetent, 4. The elector has moved outside of the State of Mississippi, or 5. The elector is otherwise no longer qualified to vote in Mississippi. C. A Registrar, who cancels and/or requires surrender of a Mississippi Voter Identification Card shall immediately record the event in SEMS, and provide written notice to the elector by United States mail to the address provided for the elector in SEMS. The notice to the elector shall advise the elector of his or her right to appeal the cancellation or required surrender of the Mississippi Voter Identification Card pursuant to a process identical to the process set forth in Miss. Code Ann. Sections 23-15-61 and 23-15-63.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.9 Replacement of Mississippi Voter Identification Card

If a previously issued Mississippi Voter Identification Card has been lost, destroyed, marred or mutilated, the name of the elector has changed, or the gender of the elector has changed, a replacement Mississippi Voter Identification Card may be issued to the elector in accordance with Rules 3.3 through 3.6.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 3.10 Validity of Mississippi Voter Identification Card

A. A Mississippi Voter Identification Card shall remain valid for as long as the elector remains qualified to vote in Mississippi.

B. It shall be the duty of an elector who moves his or her residence outside the state of Mississippi, or who ceases to be qualified to vote in Mississippi, to either surrender his or her card to the issuing Registrar or destroy the same.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

Chapter 4 Voting with Acceptable Photographic Identification

1 Miss. Admin. Code Pt. 16, R. 4.1 Election Official Determination of Acceptable Photographic Identification

A. Each qualified elector, who is not exempt from these requirements and who appears to vote in person by absentee ballot in the Registrar’s Office or

Municipal Clerk’s Office, or at his or her polling place on an election day, must identify himself or herself by presenting Acceptable Photographic Identification as defined by Rule 1.1(A) before the elector may cast his or her ballot and vote.

B. The election official shall verify:

1. The presented document is Acceptable Photographic Identification as defined by Rule 1.1(A),

2. The photograph on the Acceptable Photographic Identification “fairly depicts” the elector,

a. If the election official is unable to determine whether the elector is the person depicted in the Acceptable Photographic Identification, or affirmatively determines the elector is not the person depicted in the Acceptable Photographic Identification, the election official shall confer with the poll manager designated as the Bailiff, if the elector is voting in person in the polling place on an election day, or a second election official, if the elector is voting by absentee ballot in the Registrar’s office or Municipal Clerk’s Office.

b. If the Bailiff, or second election official, is likewise unable to determine whether the elector is the person depicted in the Acceptable Photographic Identification, or affirmatively determines the elector is not the person depicted in the Acceptable Photographic Identification, the elector shall be entitled to vote by affidavit ballot.

c. If the Bailiff, or the second election official, is able to determine the elector is the person depicted in the Acceptable Photographic Identification, the elector shall be entitled to cast his or her ballot.

3. The elector’s name as it appears on the Acceptable Photographic Identification is “substantially similar” to the elector’s name as it appears on the poll book.

a. An elector’s name on the Acceptable Photographic Identification is “substantially similar” to the name on the poll book if one or more of the following circumstances are present:

i. The name on the Acceptable Photographic Identification is slightly different from the name as it appears on the poll book; ii. The name on the Acceptable Photographic Identification, or on the poll book, is a customary variation or abbreviation of the formal name such as, for purposes of illustration only, “Bill” or “Wm.” for “William”, or “Pam” for “Pamela”; iii. The name on the Acceptable Photographic Identification includes an initial, or a middle name that does not appear on the poll book, or vice versa, such as, for purposes of illustration only, “James W. Smith” or “James Wilson Smith”; or iv. A first name, middle name, former name, maiden name or initial of the elector’s name appears in a different order on the Acceptable Photographic Identification than the name appears on poll book, such as, for purposes of illustration only, “Alice Elizabeth Roberts” for “Elizabeth Alice Roberts”.

b. If the elector’s middle or last name on the Acceptable Photographic Identification is different from his or her middle or last name as it appears on the poll book due to marriage, divorce, or hyphenation, the elector shall be entitled to cast his or her ballot if:

i. A part of the name, the address or the date of birth (if provided) on the Acceptable Photographic Identification matches a part of the name, the address or the date of birth of the elector on the poll book; and ii. The photograph on the Acceptable Photographic Identification “fairly depicts” the elector.

c. If the election official is unable to determine whether the elector’s name, as it appears on the Acceptable Photographic Identification, is “substantially similar” to the name as it appears on the poll book the election official shall confer with the poll manager designated as the Bailiff, if the elector is voting in person in the polling place on an election day, or a second election official, if the elector is voting by absentee ballot in the Registrar’s office or Municipal Clerk’s Office.

d. If the Bailiff, or second election official, is likewise unable to determine whether the elector’s name, as it appears on the Acceptable Photographic Identification, is “substantially

similar” to the name as it appears on the poll book, the elector shall be entitled to vote by affidavit ballot.

e. If the Bailiff, or second election official, is able to determine the elector’s name, as it appears on the Acceptable Photographic Identification, is “substantially similar” to the name as it appears on the poll book, the elector shall be entitled to cast his or her ballot.

f. If the election officials determine, pursuant to Rules 4.1(B)(1)-(3), that the identification presented by the elector is Acceptable Photographic Identification, “fairly depicts” the elector, and contains the name of the elector that is “substantially similar” to the name as it appears on the poll book, the elector shall be entitled to cast his or her ballot.

g. If the election officials determine, pursuant to Rules 4.1(B)(1)-(3), that the identification presented by the elector is not Acceptable Photographic Identification, does not “fairly depict” the elector, or does not contain the name of the elector that is “substantially similar” to the name as it appears on the poll book, the elector shall be entitled to vote by affidavit ballot pursuant to Miss. Code Ann. Section 23- 15-573.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

Chapter 5 Voting by Affidavit Ballot

1 Miss. Admin. Code Pt. 16, R. 5.1 Rule 5.1

If a qualified elector appears at a Registrar’s Office or Municipal Clerk’s Office to vote by absentee ballot, or at a polling place to vote on an election day, yet is unable to present Acceptable Photographic Identification, or states he or she has a religious objection to being photographed, the elector shall be entitled to vote by affidavit ballot pursuant to Miss. Code Ann. Section 23-15-573.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 5.2 Rule 5.2

An affidavit ballot cast by an elector because he or she was unable to present Acceptable Photographic Identification, either at the Registrar’s Office or at the polling place in any election other than a municipal election, shall not be rejected for this reason if, within five (5) business days after casting his or her affidavit ballot, the elector presents Acceptable Photographic Identification, in person, to the Registrar’s Office of the elector’s county of residence.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 5.3 Rule 5.3

An affidavit ballot cast by an elector because he or she was unable to present Acceptable Photographic Identification, either at the Municipal Clerk’s Office or at the polling place in a municipal election, shall not be rejected for this reason if, within five (5) business days after casting his or her affidavit ballot, the elector presents Acceptable Photographic Identification, in person, to the Municipal Clerk’s Office of the elector’s city of residence.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

Chapter 6 Exempted Electors

1 Miss. Admin. Code Pt. 16, R. 6.1 Religious Objectors

A. An elector who states that he or she does not have Acceptable Photographic Identification due to a religious objection to being photographed shall be entitled to vote by affidavit ballot pursuant to Miss. Code Ann. Section 23- 15-573. B. An affidavit ballot, cast by an elector with a religious objection to being photographed in any election other than a municipal election, shall not be rejected for this reason if, within five (5) business days after casting his or her affidavit ballot, the elector executes a separate affidavit before the Registrar of the elector’s county of residence affirming the religious objection of the elector. C. An affidavit ballot, cast by an elector with a religious objection to being photographed in a municipal election, shall not be rejected for this reason if, within five (5) business days after casting his or her affidavit ballot, the elector executes a separate affidavit before the Municipal Clerk of the elector’s city of residence affirming the religious objection of the elector.

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 6.2 Rule 6.2

An elector who resides at a state-licensed care facility and who votes in person at a polling place located in that state-licensed care facility, is exempt from photo identification requirements.

Part 16 Chapter 7. Inapplicability of Photo Identification Requirements to Electors Voting by Absentee Ballot Pursuant to UOCAVA, Miss. Code Ann. Sections 23-15-715(b) and 23-15-673

History

• Source: Miss. Code Ann. Section 23-15-7(8).

1 Miss. Admin. Code Pt. 16, R. 7.1 Absentee Voting by Mail

An elector who receives and casts his or her vote by absentee ballot by mail pursuant to Miss. Code Ann. Section 23-15-715(b) is exempt from photo identification requirements.

History

• Source: Miss. Code Ann. Sections 23-15-7(8) and 23-15-715(b).

1 Miss. Admin. Code Pt. 16, R. 7.2 UOCAVA Voting

An absent elector, as defined by Miss. Code Ann. Section 23-15-673, who casts his or her vote by absentee ballot by mail, facsimile device (FAX) or electronic mail delivery (e-mail), pursuant to Miss. Code Ann. Section 23-15-699 is exempt from photo identification requirements.

History

• Source: Miss. Code Ann. Sections 23-15-7(8), 23-15-673 and 23-15-699.

Part 17 Part 17: Absentee Voting

Chapter 1 Definitions

1 Miss. Admin. Code Pt. 17, R. 1.1 Definitions

For the purposes of these rules, the below terms mean the following:

A. “Absent Voter” means a voter who has submitted a valid absentee ballot application under Miss. Code Ann. Section 23-15-627 and is authorized to cast an absentee ballot. B. “Absentee Ballot” means a ballot provided to a voter, prior to election day, who has submitted an absentee ballot application pursuant to Miss. Code Ann. Section 23-15- 627 and Section 23-15-715. C. “Official in charge of the election” means either a county election commissioner, county party executive committee member, or circuit clerk for county elections, and municipal election commissioner, municipal party executive committee member, or municipal clerk for municipal election, who is/are responsible for the conducting elections within their individual jurisdictions and type of election. D. “Poll Manager” means an election official appointed by the local election officials in charge of the election, pursuant to applicable laws, to operate the polling place and aid in conducting an election by performing duties prescribed by applicable law. E. “Polling Place” means a location, designated by the county board of supervisors for each county or the local governing authority for each municipality, at which voters in the district, to which the precinct is assigned, may appear and cast their ballot. F. “Registrar” means an official appointed by the State Board of Election Commissioners pursuant to Miss. Code Ann. Section 23-15-223. The Registrar is the clerk of the county, unless the State Board of Election Commissioners finds the circuit clerk to be an improper person to register voters. For municipal elections, the registrar is the municipal clerk. G. “Resolution Board” means an group of individuals consisting of an odd number of not less than three registered voters of the county, or municipality for municipal elections, appointed by the officials in charge of the election to process absentee ballots, review blank, overvoted, undervoted, and damaged ballots, and to transfer non-scannable ballots to scannable ballots pursuant to Miss. Code Ann. § 23-15-523. H. “Statewide Elections Management System” or “SEMS” means the master voter roll for the State of Mississippi.

History

• Source: Miss. Code Ann. §§ 23-15-637(3); 23-15-227(6).

Chapter 2 Voted Absentee Ballot is Final Vote

1 Miss. Admin. Code Pt. 17, R. 2.1 Absentee Ballot Cast

For the purposes of this Chapter, an absentee ballot is the final vote of a voter when, during absentee ballot processing by the Resolution Board, the ballot is marked accepted. A rejected ballot is not a final vote, and should a ballot be rejected or a mailed absentee ballot not timely received, and that voter cast an affidavit ballot in the precinct on

election day, the affidavit ballot may be counted if found legal. An affidavit ballot cast by a voter whose absentee ballot was accepted by the Resolution Board should be rejected, as the voter had already cast his/her final vote.

History

• Source: Miss. Code Ann. § 23-15-637.

1 Miss. Admin. Code Pt. 17, R. 2.2 In-Person Absentee Ballots

When an absent voter casts an absentee ballot in-person at the registrar’s office, and the ballot is deposited by the voter into a secure ballot box, the absent voter may not cast a regular ballot on election day for the same election. If an absent elector, after having cast an absentee ballot, appears at the polling place on election day and seeks to cast a regular ballot, the voter must be informed that he/she is not entitled to cast a regular ballot, but may cast an affidavit ballot. In the process of providing an absentee ballot, the registrar will use either SEMS to document the request, issuance, and receipt of the ballot, or mark directly on the pollbook to indicate the absent voter has voted absentee by printing “VOTED AB” in the pollbook beside the voter’s name in the Election Date/Write Voted column. In canvassing the election, the officials in charge of the election must ascertain whether the absentee voter’s absentee ballot was accepted by the Resolution Board, and if accepted, must reject the affidavit ballot cast by the elector. If the absentee ballot was rejected by the Resolution Board, the officials in charge of the election may count the affidavit ballot if it is determined to be legal.

History

• Source: Miss. Code Ann. § 23-15-637(3).

1 Miss. Admin. Code Pt. 17, R. 2.3 Absentee Ballot by mail

(a) When a registrar mails an absentee ballot to an absent voter, SEMS will be used to document the request and issuance of the ballot. In the process of providing an absentee ballot, the registrar will use SEMS to produce pollbooks, or mark directly on the pollbook, to indicate the absent voter has been mailed an absentee ballot or absentee ballot has been received by the registrar by printing “VOTED AB” in the pollbook beside the voter’s name in the Election Date/Write Voted column. If an absent elector appears at the polling place on election day, after having been mailed an absentee ballot or returned an absentee ballot and seeks to cast a regular ballot, the voter must be informed that he/she is not entitled to cast a regular ballot, but the voter may cast an affidavit ballot. The absentee ballot, upon receipt by the registrar, processed as received in SEMS and deposited into a secure ballot box, shall be final, if accepted by the Resolution Board.

(b) In canvassing the election, the officials in charge of the election shall check the Absentee Ballot Received Report (BP-001 from SEMS) and SEMS to see whether an absentee ballot was received by the registrar, and also check to see whether the Resolution Board accepted the absentee ballot. If the absent voter’s absentee ballot has been received within five (5) business days of the election and accepted by the Resolution Board, the officials in charge of the election shall reject the absent voter’s affidavit ballot. If the absent voter’s absentee ballot has not been received within five (5) business days after the election, or was rejected by the Resolution Board, the officials in charge of the election may accept the affidavit ballot if determined to be legal.

History

• Source: Miss. Code Ann. § 23-15-637(3).

Chapter 3 Counting Absentee Ballots

1 Miss. Admin. Code Pt. 17, R. 3.1 Public Notice of Meeting of Resolution Board to Process Absentee Ballots

Public notice of the meeting of the Resolution Board must be posted at least five (5) business days prior to the election at the office of the registrar (courthouse for county elections and municipal office building for municipal elections), at the meeting place of the election commission, on the wall of each polling place as a precinct sign on Election Day, and any other place deemed appropriate by the officials in charge of the election. If the county has a website or official social media pages, then notice shall be provided on the website and social media pages as well. The public notice must include the time, location, and purpose of the Resolution Board’s meeting. All meetings of the Resolution Board shall be open to the public.

1 Miss. Admin. Code Pt. 17, R. 3.2 Counting Absentee Ballots

(a) At a time determined by the officials in charge of the election, but not before the opening of the polls, the Resolution Board, established under Section 23-15-523, shall meet to process absentee ballots.

(b) The Resolution Board shall first break the seal on the ballot box containing the absentee ballot envelopes and absentee ballot applications, and remove the applications and envelopes containing the absentee ballots of such electors from the ballot box.

(c) The Resolution Board shall:

1. Announce the name, address, and precinct as shown on each absentee ballot application. (Miss. Code Ann. § 23-15-639(1)(a)).

2. Check for the original seal of the Circuit Clerk and original initials of the Circuit Clerk or deputy circuit clerk on the absentee ballot application.

a) If the seal or initials are not present, mark the absentee ballot envelope “REJECTED” and write the reason for the rejection on the envelope.

3. Ensure the absentee ballot application is signed by the voter.

a) If the application is not signed by the voter, mark the envelope “REJECTED” and write the reason for the rejection on the absentee ballot envelope.

b) EXCEPTION: Military and overseas voters (“UOCAVA”) may use the Federal Post Card Application (“FPCA”) to request an absentee ballot. The FPCA may be electronically signed by the voter, meaning the voter’s name may be typewritten, instead of signed. A military or overseas absentee ballot must not be rejected for this reason.

4. Ensure the absentee ballot application is acknowledged or witnessed as required by law.

a) For voters who vote an absentee ballot in the Circuit Clerk’s Office, the clerk or deputy clerk will complete the acknowledgement on the application. The acknowledgement is located near the bottom of the application and begins with the words “SWORN TO AND SUBSCRIBED BEFORE ME.”

b) For voters who are temporarily or permanently disabled, a witness signs the certificate at the bottom of the application. The witness certificate is located below the acknowledgement and begins with the words “I HEREBY CERTIFY.” An acknowledgement does not need to be completed on the application of a voter who is voting an absentee ballot because of a temporary or permanent disability.

c) The Federal Post Card Application (FPCA), used by military and overseas voters (UOCAVA), does not require an acknowledgement or a witness signature at all.

d) Excluding military and overseas voters (no acknowledgement or witness signature required) and voters who are voting absentee because of a temporary or permanent disability (witness signature only required), all absentee ballot applications must be acknowledged by the Circuit Clerk, a deputy clerk or “someone authorized to administer oaths,” such as a notary public.

i) If the application is not acknowledged as required by law or signed by a witness (for absentee voters who are temporarily or permanently disabled only), mark the absentee ballot envelope “REJECTED” and write the reason for the rejection on the envelope.

5. Ensure the absentee ballot envelope is signed by the voter across the flap of the envelope.

a) If the ballot envelope is not signed by the voter across the flap of the envelope, mark the envelope “REJECTED” and write the reason for the rejection on the envelope.

b) EXCEPTION: The envelope of an absentee ballot returned by a military or overseas (UOCAVA) voter by e-mail or fax will not be signed by the voter. These ballots are received by the Circuit Clerk’s Office, placed in an envelope by the Circuit Clerk or a deputy clerk and marked to indicate the ballot is a UOCAVA (military or overseas) voter. A military or overseas (UOCAVA) absentee ballot must not be rejected for this reason.

6. Ensure the absentee ballot envelope is acknowledged or witnessed as required by law, and the witness signed across the flap of the envelope.

a) For voters who vote an absentee ballot in the Circuit Clerk’s Office, the Circuit Clerk or a deputy clerk will acknowledge the voter’s signature on the absentee envelope by signing across the flap of the envelope.

b) For voters who are temporarily or permanently disabled, a witness to the voter’s signature signs the certificate by signing across the flap of the envelope. An

acknowledgement does not need to be completed on the absentee ballot envelope of a voter who is temporarily or permanently disabled.

c) The absentee ballots of military and overseas (UOCAVA) voters who return their ballots by e-mail or fax to the Circuit Clerk’s Office are placed in an absentee ballot envelope by the Circuit Clerk or deputy clerk and marked to indicate the ballot is that of a military or overseas (UOCAVA) voter.

d) Excluding military and overseas (UOCAVA) voters and voters who are voting by absentee because of a temporary or permanent disability, all absentee ballot envelopes must be acknowledged by the Circuit Clerk, a deputy clerk of “someone authorized to administer oaths,” such as a notary public.

i) If the envelope is not acknowledged as required by law or signed by a witness (for absentee voters who are temporarily or permanently disabled only), mark the envelope “REJECTED” and write the reason for the rejection on the envelope.

7. Compare the voter’s signature on the absentee ballot application to the voter’s signature across the flap of the absentee ballot envelope.

a) If the signatures are clearly not the same (beyond any doubt), mark the absentee ballot envelope “REJECTED”, write the reason for the rejection on the envelope, and process pursuant to Rules 4.1 and 4.2.

8. Check the BP-001 to ensure the absentee voter is still a qualified elector of the county and precinct associated with the absentee ballot.

9. If the absentee voter is listed on the BP-001 as no longer being a qualified voter, (voter is listed on the Voided ballots pages of BP-001) mark the absentee ballot envelope “REJECTED” and write the reason for the rejection on the envelope.

10. Provide the poll watchers the opportunity to challenge every absentee ballot in the same manner and for the same reasons any other voter may be challenged, and take immediate action.

11. If everything is in order, mark the UNOPENED absentee ballot envelope “ACCEPTED.”

12. Mark whether the ballot was Accepted or Rejected on the BP-001 provided by the officials in charge of the election.

(d) The Resolution Board, after marking all absentee ballots as “Accepted” or “Rejected,” shall sort the ballots grouping the “Accepted” ballots together and grouping the “Rejected” ballots together.

1. The “Rejected” ballots shall be bundled together in a separate strong envelope marked for “Rejected” ballots and returned to a ballot box, which will be sealed.

2. The “Accepted” ballots, after verifying the ballots were marked “Accepted,” may be opened by the Resolution Board and deposited into a sealed ballot box, without unfolding the ballot. The “Accepted” absentee ballot envelopes and applications shall be retained in a sealed and secure ballot box to preserve the record of the election.

(e) After the close of the polls at 7:00 p.m., the Resolution Board will open the ballot box containing the accepted absentee ballots, record the seal number, and count the votes:

1. In elections in which an optical mark scanner or digital central scanner is used, the Resolution Board, or designated election official under oath, shall immediately begin processing the accepted ballots through the central scanner.

2. In elections in which a central scanner is not utilized, the Resolution Board shall immediately begin hand-counting all accepted absentee ballots.

(f) The totals shall then be combined with the precinct tabulation totals for the unofficial vote count.

(g) The Resolution Board may recess as necessary and resume meeting as necessary at any time during the canvass of the election prior to certification by the officials in charge of the election, which may include returning after five (5) business days to mark as “Accepted” or “Rejected” any absentee ballots returned by mail during the allowable time. The Resolution Board should announce the time, date, and location when the meeting shall resume at the recess of the previous meeting.

History

• Source: Miss. Code Ann. §§ 23-15-637; 23-15-639(3); 23-15-523.

Chapter 4 Signature mismatch and cure

1 Miss. Admin. Code Pt. 17, R. 4.1 Notice of signature mismatch on absentee ballot application and absentee ballot envelope

When a voter’s absentee ballot is rejected under Miss. Code Ann. § 23-15-639 for the signatures not corresponding on the absentee application and absentee ballot envelope, the registrar must notify the voter within one (1) business day of the election that the voter’s absentee ballot has been tentatively rejected. The notice must inform the voter that his/her ballot has been tentatively rejected because the signature on the absentee application does not correspond to the signature on the absentee ballot envelope and the process for curing such deficiency. The notice must also inform the voter that if he/she does not cure the signature mismatch by noon on the 10th calendar day post-election, the voter’s ballot will not be counted. Notice to the voter shall be made first by telephone, if a phone number is available, and followed by email or facsimile if either is available to transmit the notice and the Absentee Cure Form. If email or facsimile is not available to transmit notice and the Absentee Cure Form, it shall be transmitted by first-class mail to any rejected absentee voter.

History

• Source: Miss. Code Ann. §§ 23-15-637; 23-15-639.

1 Miss. Admin. Code Pt. 17, R. 4.2 Cure process or rejected absentee ballots

(a) When a voter’s absentee ballot is rejected due to the signature on the absentee application not corresponding to the signature on the absentee ballot envelope, the voter may cure the deficiency by completing an “Absentee Cure Form.” The Absentee Cure Form, which must take the form as prescribed in these rules, must be delivered to the voter within one (1) business day of rejection of the voter’s absentee ballot and include the notice of deficiency. The Absentee Cure Form may be delivered to the voter by mail, email, facsimile, or in- person at the registrar’s office. The appropriate official in charge of the election shall complete the return due date on the Absentee Cure Form prior to sending to the voter.

(b) The Absentee Cure Form shall ask the voter to:

1. Declare that the voter submitted his/her absentee ballot;

2. Verify the voter’s identity by either:

a) Providing the voter’s Mississippi Driver’s License Number or DPS issued photo ID number;

b) If the voter does not have a Mississippi Driver’s License Number or DPS issued photo ID, providing the last four digits of his/her Social Security Number; or,

c) If the voter has neither a Mississippi Driver’s License Number or DPS issued photo ID, or the last four digits of his/her Social Security Number, attaching a legible copy of a state-accepted form of photo identification which lists the voter’s name and address; an official federal, state, county or municipal document which lists the voter’s name and address; or a utility or telephone bill or tax or rent receipt; and

d) Sign and date the form prior to returning it.

(c) If a voter timely returns a completed Absentee Cure Form and the information provided verifies the voter’s identity, the otherwise valid absentee ballot shall be counted in the final election results irrespective of any impairment previously identified. If a voter elects to attach a copy of a state-accepted identification document to the Absentee Cure Form, the address listed on such document need not match the voter registration address provided if the document otherwise verifies the voter’s identity.

(d) Only the voter, or a person authorized by the voter named in writing on the form, may return the Absentee Cure Form to the registrar by email, facsimile, mail carrier, commercial carrier, or in-person. A completed Absentee Cure Form must be returned to the registrar by noon (12:00 p.m.) on the 10th calendar day post-election. If a completed Absentee Cure Form is not returned within the allotted time, then the voter’s absentee ballot will stand as rejected and not be counted. An original copy of the affidavit is not required for timely delivery, but the signature on the affidavit must be unique to the individual. A typed signature is not acceptable.

Absentee Cure Form

You are receiving this form because there was a deficiency on your absentee ballot application and/or absentee ballot envelope. For your absentee ballot to be counted, complete and return this cure form as soon as possible. This form must be received by your County Election Commissioners by 12:00 p.m. on _______________________________ (10 th day post-election). Please note that this is an actual receipt date and NOT a postmark date. Once completed, the form can be returned to the officials in charge of the election by you or a person authorized by you. The cure form can be returned by: • Email • Facsimile (FAX) • Delivering it in person to the registrar • Mail or commercial carrier

If this form is not returned by the deadline, your absentee ballot will not be counted.

READ AND COMPLETE THE FOLLOWING: I am an eligible voter in this election and registered to vote in _____________________ County, Mississippi. I solemnly swear or affirm that I requested, voted, and returned an absentee ballot for the ____________________ (date of the election) general/special/primary/runoff election, and that I have not voted more than one ballot in this election.

Voter’s Name (Printed)

Name of Person Authorized to Return

Voter’s Signature

Signature of Person Authorized to Return

Voter’s Residential Address

Relationship to Voter (if any)

Voter’s Date of Birth

Address of Person Authorized to Return

Voter’s Driver’s License #, DPS Issued Photo ID #, or Last Four of SSN

History

• Source: Miss. Code Ann. §§ 23-15-637; 23-15-639.

Part 19 Mississippi Modernization Act Grant Program (MVMGP)

1 Miss. Admin. Code Pt. 19, R. 2022 Rule 2022

Mississippi Voting Modernization Act Grant Program (“MVMGP) Grant Application Form

County: _______________________________________________________ Person Completing Application: ________________________________________ Title/Position: _____ ________________________________________ Phone Number: ___________________________________________________ Fax Number: ______________________________________________________ Email:__________________________________________________________ Additional Documents Checklist. Please check all that apply: Voting Systems: _______ Copy of Contract/Invoice attached _______ Verification from Vendor that Systems does not utilize pre-scored punch card ballots, produces voter verifiable paper ballots; and does not have capability for

remote wireless connection. (For the purposes of this grant, capability for remote wireless connection includes having internal hardware that could allow for wireless communication such as wi-fi or Bluetooth.)

Other Eligible Expenses:

_______ Copy of Contract/Invoice attached _______ Verification that existing voting systems already in compliance with MVMGP _______ Affidavit of no existing debt _______ If existing systems not already in compliance with MVMGP, certification that grant money will only be applied to other eligible expenses from funds remaining after applicant county is in compliance with MVMGP

Outstanding Indebtedness:

_______ Certification from voting system vendor as to balance owed. _______ Copy contract and purchase order _______ Verification from Vendor that Systems does not utilize pre-scored punch card ballots, produces voter verifiable paper ballots; and does not have capability for remote wireless connection. (For the purposes of this grant, capability for remote wireless connection includes having internal hardware that could allow for wireless communication such as wi-fi or Bluetooth.)

Table A: Total Grant Request Grant Area

Details and Proposed Date of Purchase

Proposed Cost Voting Systems

Type of System: ________________________________________ Date of Purchase: ________________________________________ Vendor: ________________________________________ Manufacturer and Model No of System: ________________________________________ ________________________________________ $

Other Eligible Expenses

Itemized other eligible expenses:

---

$ $ $ $ $ $ $ $ $ $ $

Outstanding Indebtedness owed for existing voting systems (attach required documentation)

Type of System: ________________

Date of Purchase: ________________ Vendor: _______________ Manufacturer and Model No of System: ________________ ________________

$ Subtotal voting systems $ Subtotal other eligible expenses $

Outstanding Indebtedness

$ TOTAL $

Part 20 Business Services – The Mississippi Video Service Act Regulations

1 Miss. Admin. Code Pt. 20, R. 1.2 Claim

A written declaration made by a political subdivision seeking recovery against a master performance bond for unpaid right-of-way remediation costs.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 1.3 Political Subdivision

A municipality, county, or other governmental entity of the state having maintenance and operation responsibility over the public rights-of-way in a geographical area for which a franchise or certificate of franchise authority has been issued by a franchising entity.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 1.4 Public Rights-of-way

The area on, below, or above a public roadway, highway, street, public sidewalk, alley, waterway, or utility easement dedicated for compatible uses.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 1.5 Video Service Provider

A provider of video service, including, without limitation, a cable service provider, an incumbent video service provider, and a non-incumbent video service provider.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 2.1 Pursuant to The Mississippi Video Service Act, H.B

1664, 2026 Reg. Sess. (Miss. 2026), the duties of the Secretary of State under this Act are ministerial. The Secretary of State shall not condition nor limit a certificate of franchise authority by imposing on the holder of a certificate of franchise authority any obligation or requirements that are not authorized by the Act. All claims shall be asserted directly against the provider and surety by the political subdivision.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 2.2 Rule 2.2

Duties of the Mississippi Secretary of State’s Office (A) The Secretary of State’s role is strictly limited to the ministerial functions necessary as required by the Act. The Secretary of State shall maintain records relating to the issuance and administration of a certificate of franchise authority and shall receive and maintain proof of a master performance bond, should one be required. Acceptance of an application and master performance bond shall not constitute an endorsement or approval of the surety, bonding company, or the video service provider. (B) The Secretary of State shall not have a role in any claims in which a political subdivision asserts a claim against a master performance bond for unpaid right-of-way remediation costs. Claims against a master performance bond shall not be filed with the Secretary of State and shall be maintained by the political subdivision and the surety.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

Chapter 3 Eligibility of Video Service Provider. Rule 3.1 Application of Registration. In applying for a certificate of franchise authority, a video service provider shall provide the Secretary of State with the following: (A) Application for Registration that includes: 1. The name of the applicant; 2. The address of the applicant's principal place of business in the state; 3. The names of the applicant's principal executive officers; 4. The designated Mississippi representative for the applicant; 5. Identification of the political subdivisions or parts of political subdivisions constituting the service areas in which the applicant intends to provide video service; and

1 Miss. Admin. Code Pt. 20, R. 3.2 Insurance Maintained by Video Service Provider

The insurance policy held by the video service provider shall require that the insurance carrier pay on behalf of the applicant, up to a limit of not less than One Million Dollars ($1,000,000.00) for bodily or personal injury, death, or property damage or loss as a result of any one (1) occurrence or accident, regardless of the number of persons injured or the number of claimants, arising out of the negligent or otherwise wrongful act or omission of the applicant, or the applicant's employees or agents.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 3.3 Performance Bond

A master performance bond must be filed with the Secretary of State's office with a value of One Million Dollars ($1,000,000.00), or an attestation that the applicant will establish an individual performance bond with the political subdivision to be served upon request. A. A political subdivision may request a performance bond only when a video service provider has indicated an intention to perform construction work in the rights-of-way of the political subdivision, and the amount shall be reasonably tied to the work being performed. B. Each video service provider electing to use a master performance bond pursuant to The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026) shall maintain a current surety and bond contact information with the Secretary of State.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

Chapter 4 Claims. Rule 4.1 Claims Against a Master Performance Bond. Political subdivisions may establish claims against a master performance bond for unpaid right-of-way remediation costs.

1 Miss. Admin. Code Pt. 20, R. 4.2 Notice

The political subdivision must formally notify the principal and surety in writing of the failure to remediate the right-of-way. The timeline for this must adhere to the master performance bond’s notice provisions. If no notice provision is specified, then the time for correction shall be thirty (30) days.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.3 Claim Submission

If the failure to remediate the right-of-way has not been corrected within the specified timeframe, the political subdivision must submit a sworn statement to the surety.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.4 Required Information

Upon filing a claim against a master performance bond, the political subdivision must provide the following to the surety: A. Identify the video service provider; B. Provide description of the right-of-way damage and its location; C. Provide information regarding the remediation and costs incurred, as well as an itemized statement; D. Proof of prior written demand for payment made to the video service provider; E. Any inspection reports; and F. Any additional documentation supporting the request.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.5 Process for Claims

Once the claim against a master performance bond has been made, the video service provider shall be promptly notified of the claim made against it. The video service provider shall respond to a claim within thirty (30) days. After the surety receives the response, a review and determination will be made to determine if the political subdivision shall be paid remediation costs for the alleged damages incurred.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.6 Payment for Valid Claims

If a video service provider has failed to remediate unpaid costs, a political subdivision may be allowed to retrieve payment of unpaid costs from the master performance bond. Payment shall be made to the political subdivision only after it has been proven that the video service provider failed to rectify its failure to pay.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.7 Resolution

All matters relating to claims against the master performance bond must be resolved entirely between the political subdivision, video service provider, and the surety or bonding company.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)

1 Miss. Admin. Code Pt. 20, R. 4.8 Judicial Remedies

All claims may be resolved through any lawful judicial or contractual remedies available to the parties involved.

History

• Source: The Mississippi Video Service Act, H.B. 1664, 2026 Reg. Sess. (Miss. 2026)