409.3-305. Securities registration filings.
Securities registration filings.
409.3-305. (a) A registration statement may be filed by the issuer, aperson on whose behalf the offering is to be made, or a broker-dealerregistered under this act.
(b) A person filing a registration statement shall pay a filing fee ofone hundred dollars. Each person shall pay a registration fee equal toone-twentieth of one percent of the amount by which the maximum aggregateoffering price at which the registered securities are to be offered in thisstate exceeds one hundred thousand dollars. In no case shall the registrationfee be more than nine hundred dollars. If a registration statement iswithdrawn before the effective date or a preeffective stop order is issuedunder section 409.3-306, the commissioner shall retain a filing fee of onehundred dollars. A person filing a renewal of a registration statement shallpay a filing fee of one hundred dollars.
(c) A registration statement filed under section 409.3-303 or 409.3-304must specify:
(1) The amount of securities to be offered in this state;
(2) The states in which a registration statement or similar record inconnection with the offering has been or is to be filed; and
(3) Any adverse order, judgment, or decree issued in connection with theoffering by a state securities regulator, the Securities and ExchangeCommission, or a court.
(d) A record filed under this act or the predecessor act within fiveyears preceding the filing of a registration statement may be incorporated byreference in the registration statement to the extent that the record iscurrently accurate.
(e) In the case of a nonissuer distribution, information or a record maynot be required under subsection (i) or section 409.3-304, unless it is knownto the person filing the registration statement or to the person on whosebehalf the distribution is to be made or unless it can be furnished by thosepersons without unreasonable effort or expense.
(f) A rule adopted or order issued under this act may require as acondition of registration that a security issued within the previous fiveyears or to be issued to a promoter for a consideration substantially lessthan the public offering price or to a person for a consideration other thancash be deposited in escrow; and that the proceeds from the sale of theregistered security in this state be impounded until the issuer receives aspecified amount from the sale of the security either in this state orelsewhere. The conditions of any escrow or impoundment required under thissubsection may be established by rule adopted or order issued under this act,but the commissioner may not reject a depository institution solely because ofits location in another state.
(g) A rule adopted or order issued under this act may require as acondition of registration that a security registered under this act be soldonly on a specified form of subscription or sale contract and that a signed orconformed copy of each contract be filed under this act or preserved for aperiod specified by the rule or order, which may not be longer than fiveyears.
(h) Except while a stop order is in effect under section 409.3-306, aregistration statement is effective for one year after its effective date, orfor any longer period designated in an order under this act during which thesecurity is being offered or distributed in a nonexempted transaction by orfor the account of the issuer or other person on whose behalf the offering isbeing made or by an underwriter or broker-dealer that is still offering partof an unsold allotment or subscription taken as a participant in thedistribution. A registration statement remains effective for each additionalyear by filing a renewal as described by rule adopted or order issued underthis act. For the purposes of a nonissuer transaction, all outstandingsecurities of the same class identified in the registration statement as asecurity registered under this act are considered to be registered while theregistration statement is effective. If any securities of the same class areoutstanding, a registration statement may not be withdrawn until one yearafter its effective date. A registration statement may be withdrawn only withthe approval of the commissioner.
(i) While a registration statement is effective, a rule adopted or orderissued under this act may require the person that filed the registrationstatement to file reports, not more often than quarterly, to keep theinformation or other record in the registration statement reasonably currentand to disclose the progress of the offering.
(j) A registration statement may be amended after its effective date.The post-effective amendment becomes effective when the commissioner soorders. If a post-effective amendment is made to increase the number ofsecurities specified to be offered or sold, the person filing the amendmentshall pay a registration fee as described in subsection (b). A post-effectiveamendment relates back to the date of the offering of the additionalsecurities being registered if, within one year after the date of the sale,the amendment is filed and the additional registration fee is paid.
(L. 2003 H.B. 380)Effective 9-01-03