Overview

Does maintaining a place of business in the state trigger a notice filing (regardless of number of clients)?

Yes
HAW. REV. STAT. ANN. § 485A-405(a), (b) and (c) (2017)

Place of business  means:

  1. An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or
  2. Any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

    HAW. REV. STAT. ANN. § 485A-102 (2017)

What is the maximum number of clients adviser can have in the state without triggering a notice filing?

5
HAW. REV. STAT. ANN. § 485A-405(b)(2)(2017)

What sorts of clients are not counted for purposes of determining whether to notice file?

  1. federal covered investment advisers, investment advisers registered and broker-dealers registered under Hawaii law;
  2. a depository institution or international banking institution;
  3. an insurance company;
  4. a separate account of an insurance company;
  5. an investment company as defined in the Investment Company Act of 1940;
  6. a broker-dealer registered under the Securities Exchange Act of 1934;
  7. an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under Hawaii law, a depository institution, or an insurance company;
  8. a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under Hawaii law, a depository institution, or an insurance company;
  9. a trust, if it has total assets in excess of $10,000,000, its trustee is a depository institution, and its participants are exclusively plans of the types identified in paragraph (6) or (7), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;
  10. an organization described in Section 501(c)(3) of the Internal Revenue Code (26 U.S.C. 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000;
  11. a small business investment company licensed by the Small Business Administration under Section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C. 681(c)) with total assets in excess of $10,000,000;
  12. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(22)) with total assets in excess of $10,000,000;
  13. a federal covered investment adviser acting for its own account;
  14. a “qualified institutional buyer” as defined in Rule 144A(a)(1), other than Rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 C.F.R. 230.144A);
  15. a “major U.S. institutional investor” as defined in Rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6);
  16. any other person, other than an individual, of institutional character with total assets in excess of $10,000,000, not organized for the specific purpose of evading Hawaii law;
  17. bona fide preexisting clients whose principal places of residence are not in Hawaii; or
  18. any other person specified by rule adopted or order issued under Hawaii law.

    HAW. REV. STAT. ANN.   485A-405(b)(1)(A)-(D)(2017)
    HAW. REV. STAT. ANN. § 485A-102(2017)


Viewing of these pages does not establish an attorney-client relationship. The information above is informational purposes only and should not be construed as legal advice. A lawyer should be consulted to confirm both applicability and any other issues that might affect or apply to your situation.