State Registration of Securities Flashcards
According to the USA it is unlawful for any person to offer or sell any security unless
The security is registered in the state under the USA
The security or transaction is exempt from registration under the USA; or
The security is a federal covered security
What needs to be filed in order to register securities under the USA
a registration statement must be filed with the State Administrator
who can file the registration statement?
The registration statement may be filed by the issuer, an underwriter, or any other person on whose behalf the offering is to be made, such as a company officer selling a large amount of stock.
What must be on the registration statement?
The amount of securities to be issued
Any other states in which the securities have or will be offered
Any adverse ruling by a state regulatory authority, a court, or SEC in conjunction with the offering
the admin can require what else to be filed?
Yes The Administrator may require the filing of any prospectus, advertising, sales literature, circular, pamphlets, or form letters that are addressed to or intended for distribution to prospective investors.
During the offering, the Administrator may require the issuer to file reports to keep the registration statement up to date and inform the Administrator of the offering’s progress.
When does the security become effective after filing?
The effective date is the date the State Administrator declares the issue effective for sale within the state.
How long is the effective date for?
1 year from effective date
How often can the admin require the issuer to file reports?
no more frequently than quarterly
How is the fee calculated for registering securities?
it is a percentage of the offering price of the securities to be sold in the state.
If the registration statement is withdrawn before it becomes effective, part of the filing fee will be retained by the Administrator.
