IC 23-19-3
    Chapter 3. Registration of Securities and Notice Filing of FederalCovered Securities

IC 23-19-3-1
Unlawful acts
    Sec. 1. It is unlawful for a person to offer or sell a security in thisstate unless:
        (1) the security is a federal covered security;
        (2) the security, transaction, or offer is exempted fromregistration under IC 23-19-2-1 through IC 23-19-2-3; or
        (3) the security is registered under this article.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-2
Filing and fee requirements
    Sec. 2. (a) With respect to a federal covered security, as definedin Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C.77r(b)(2)), that is not otherwise exempt under IC 23-19-2-1 throughIC 23-19-2-3, a rule adopted or order issued under this article mayrequire the filing of any or all of the following records:
        (1) Before the initial offer of a federal covered security in thisstate, all records that are part of a federal registration statementfiled with the Securities and Exchange Commission under theSecurities Act of 1933 and a consent to service of processcomplying with IC 23-19-6-11 signed by the issuer and thepayment of a fee of:
            (A) five hundred dollars ($500) for an issuer with net assetsnot exceeding ten million dollars ($10,000,000); or
            (B) one thousand dollars ($1,000) for other issuers.
        (2) After the initial offer of the federal covered security in thisstate, all records that are part of an amendment to a federalregistration statement filed with the Securities and ExchangeCommission, under the Securities Act of 1933.
        (3) To the extent necessary or appropriate to compute fees, areport of the value of the federal covered securities sold oroffered to persons present in this state, if the sales data are notincluded in records filed with the Securities and ExchangeCommission, and payment of a fee of five-hundredths of onepercent (0.05%) of the excess of the dollar amount of securitiessold during the fiscal year over the dollar amount of securitiesredeemed, not to exceed two thousand dollars ($2,000) in anyone (1) year. The fee required in subdivision (1) shall beapplied as a credit against the fee required under thissubdivision.
    (b) A notice filing under subsection (a) is effective for one (1)year commencing on the later of the notice filing or the effectivenessof the offering filed with the Securities and Exchange Commission.On or before expiration, the issuer may renew a notice filing by filinga copy of those records filed by the issuer with the Securities and

Exchange Commission that are required by rule or order under thisarticle to be filed and by paying a renewal fee of two hundred fiftydollars ($250). A previously filed consent to service of processcomplying with IC 23-19-6-11 may be incorporated by reference ina renewal. A renewed notice filing becomes effective upon theexpiration of the filing being renewed.
    (c) With respect to a security that is a federal covered securityunder Section 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C.77r(b)(4)(D)), a rule under this article may require a notice filing byor on behalf of an issuer to include a copy of Form D, including theAppendix, as promulgated by the Securities and ExchangeCommission, and a consent to service of process complying withIC 23-19-6-11 signed by the issuer not later than fifteen (15) daysafter the first sale of the federal covered security in this state.
    (d) Except with respect to a federal security under Section18(b)(1) of the Securities Act of 1933 (15 U.S.C. 77r(b)(1)), if thecommissioner finds that there is a failure to comply with a notice orfee requirement of this section, the commissioner may issue a stoporder suspending the offer and sale of a federal covered security inthis state. If the deficiency is corrected, the stop order is void as ofthe time of its issuance and no penalty may be imposed by thecommissioner.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-3
Registration under Securities Act of 1933; registration bycoordination; registration statement; required information; notice
    Sec. 3. (a) A security for which a registration statement has beenfiled under the Securities Act of 1933 in connection with the sameoffering may be registered by coordination under this section.
    (b) A registration statement and accompanying records under thissection must contain or be accompanied by the following records inaddition to the information specified in section 5 of this chapter anda consent to service of process complying with IC 23-19-6-11:
        (1) A copy of the latest form of prospectus filed under theSecurities Act of 1933.
        (2) A copy of the articles of incorporation and bylaws or theirsubstantial equivalents currently in effect; a copy of anyagreement with or among underwriters; a copy of any indentureor other instrument governing the issuance of the security to beregistered; and a specimen, copy, or description of the securitythat is required by rule adopted or order issued under thisarticle.
        (3) Copies of any other information or any other records filedby the issuer under the Securities Act of 1933 requested by thecommissioner.
        (4) An undertaking to forward each amendment to the federalprospectus, other than an amendment that delays the effectivedate of the registration statement, promptly after it is filed withthe Securities and Exchange Commission.    (c) A registration statement under this section becomes effectivesimultaneously with or subsequent to the federal registrationstatement when all the following conditions are satisfied:
        (1) A stop order under subsection (d) or section 6 of this chapteror issued by the Securities and Exchange Commission is not ineffect and a proceeding is not pending against the issuer undersection 6 of this chapter.
        (2) The registration statement has been on file for at leasttwenty (20) days or a shorter period provided by rule adoptedor order issued under this article.
    (d) The registrant shall promptly notify the commissioner in arecord of the date when the federal registration statement becomeseffective and the content of any price amendment and shall promptlyfile a record containing the price amendment. If the notice is nottimely received, the commissioner may issue a stop order, withoutprior notice or hearing, retroactively denying effectiveness to theregistration statement or suspending its effectiveness untilcompliance with this section. The commissioner shall promptlynotify the registrant of an order by telegram, telephone, or electronicmeans and promptly confirm this notice by a record. If the registrantsubsequently complies with the notice requirements of this section,the stop order is void as of the date of its issuance.
    (e) If the federal registration statement becomes effective beforeeach of the conditions in this section is satisfied or is waived by thecommissioner, the registration statement is automatically effectiveunder this article when all the conditions are satisfied or waived. Ifthe registrant notifies the commissioner of the date when the federalregistration statement is expected to become effective, thecommissioner shall promptly notify the registrant by telegram,telephone, or electronic means and promptly confirm this notice bya record, indicating whether all the conditions are satisfied or waivedand whether the commissioner intends the institution of a proceedingunder section 6 of this chapter. The notice by the commissioner doesnot preclude the institution of such a proceeding.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-4
Registration by qualification; registration statement; requiredinformation; prospectus
    Sec. 4. (a) A security may be registered by qualification under thissection.
    (b) A registration statement under this section must contain theinformation or records specified in section 5 of this chapter, aconsent to service of process complying with IC 23-19-6-11, and, ifrequired by rule adopted under this article, the following informationor records:
        (1) With respect to the issuer and any significant subsidiary, itsname, address, and form of organization; the state or foreignjurisdiction and date of its organization; the general characterand location of its business; a description of its physical

properties and equipment; and a statement of the generalcompetitive conditions in the industry or business in which it isor will be engaged.
        (2) With respect to each director and officer of the issuer, andother person having a similar status or performing similarfunctions, the person's name, address, and principal occupationfor the previous five (5) years; the amount of securities of theissuer held by the person as of the thirtieth day before the filingof the registration statement; the amount of the securitiescovered by the registration statement to which the person hasindicated an intention to subscribe; and a description of anymaterial interest of the person in any material transaction withthe issuer or a significant subsidiary effected within theprevious three (3) years or proposed to be effected.
        (3) With respect to persons covered by subdivision (2), theaggregate sum of the remuneration paid to those persons duringthe previous twelve (12) months and estimated to be paid duringthe next twelve (12) months, directly or indirectly, by the issuer,and all predecessors, parents, subsidiaries, and affiliates of theissuer.
        (4) With respect to a person owning of record or owningbeneficially, if known, ten percent (10%) or more of theoutstanding shares of any class of equity security of the issuer,the information specified in subdivision (2) other than theperson's occupation.
        (5) With respect to a promoter, if the issuer was organizedwithin the previous three (3) years, the information or recordsspecified in subdivision (2), any amount paid to the promoterwithin that period or intended to be paid to the promoter, andthe consideration for the payment.
        (6) With respect to a person on whose behalf any part of theoffering is to be made in a nonissuer distribution, the person'sname and address; the amount of securities of the issuer held bythe person as of the date of the filing of the registrationstatement; a description of any material interest of the person inany material transaction with the issuer or any significantsubsidiary effected within the previous three (3) years orproposed to be effected; and a statement of the reasons formaking the offering.
        (7) The capitalization and long term debt, on both a current andpro forma basis, of the issuer and any significant subsidiary,including a description of each security outstanding or beingregistered or otherwise offered, and a statement of the amountand kind of consideration, whether in the form of cash, physicalassets, services, patents, goodwill, or anything else of value, forwhich the issuer or any subsidiary has issued its securitieswithin the previous two (2) years or is obligated to issue itssecurities.
        (8) The kind and amount of securities to be offered; theproposed offering price or the method by which it is to be

computed; any variation at which a proportion of the offeringis to be made to a person or class of persons other than theunderwriters, with a specification of the person or class; thebasis on which the offering is to be made if otherwise than forcash; the estimated aggregate underwriting and sellingdiscounts or commissions and finders' fees, including separatelycash, securities, contracts, or anything else of value to accrue tothe underwriters or finders in connection with the offering or,if the selling discounts or commissions are variable, the basis ofdetermining them and their maximum and minimum amounts;the estimated amounts of other selling expenses, includinglegal, engineering, and accounting charges; the name andaddress of each underwriter and each recipient of a finder's fee;a copy of any underwriting or selling group agreement underwhich the distribution is to be made or the proposed form of anysuch agreement whose terms have not yet been determined; anda description of the plan of distribution of any securities that areto be offered otherwise than through an underwriter.
        (9) The estimated monetary proceeds to be received by theissuer from the offering; the purposes for which the proceedsare to be used by the issuer; the estimated amount to be used foreach purpose; the order or priority in which the proceeds will beused for the purposes stated; the amounts of any funds to beraised from other sources to achieve the purposes stated; thesources of the funds; and, if a part of the proceeds is to be usedto acquire property, including goodwill, otherwise than in theordinary course of business, the names and addresses of thevendors, the purchase price, the names of any persons that havereceived commissions in connection with the acquisition, andthe amounts of the commissions and other expenses inconnection with the acquisition, including the cost of borrowingmoney to finance the acquisition.
        (10) A description of any stock options or other security optionsoutstanding, or to be created in connection with the offering,and the amount of those options held or to be held by eachperson required to be named in subdivision (2), (4), (5), (6), or(8) and by any person that holds or will hold ten percent (10%)or more in the aggregate of those options.
        (11) The dates of, parties to, and general effect concisely statedof each managerial or other material contract made or to bemade otherwise than in the ordinary course of business to beperformed in whole or in part at or after the filing of theregistration statement or that was made within the previous two(2) years, and a copy of the contract.
        (12) A description of any pending litigation, action, orproceeding to which the issuer is a party and that materiallyaffects its business or assets, and any litigation, action, orproceeding known to be contemplated by governmentalauthorities.
        (13) A copy of any prospectus, pamphlet, circular, form letter,

advertisement, or other sales literature intended as of theeffective date to be used in connection with the offering and anysolicitation of interest used in compliance withIC 23-19-2-2(17)(B).
        (14) A specimen or copy of the security being registered, unlessthe security is uncertificated; a copy of the issuer's articles ofincorporation and bylaws or their substantial equivalents, ineffect; and a copy of any indenture or other instrument coveringthe security to be registered.
        (15) A signed or conformed copy of an opinion of counselconcerning the legality of the security being registered, with anEnglish translation if it is in a language other than English,which states whether the security when sold will be validlyissued, fully paid, and nonassessable and, if a debt security, abinding obligation of the issuer.
        (16) A signed or conformed copy of a consent of anyaccountant, engineer, appraiser, or other person whoseprofession gives authority for a statement made by the person,if the person is named as having prepared or certified a reportor valuation, other than an official record that is public, whichis used in connection with the registration statement.
        (17) A balance sheet of the issuer as of a date within four (4)months before the filing of the registration statement; astatement of income and a statement of cash flows for each ofthe three (3) fiscal years preceding the date of the balance sheetand for any period between the close of the immediatelyprevious fiscal year and the date of the balance sheet, or for theperiod of the issuer's and any predecessor's existence if less thanthree (3) years; and, if any part of the proceeds of the offeringis to be applied to the purchase of a business, the financialstatements that would be required if that business were theregistrant.
        (18) Any additional information or records required by ruleadopted or order issued under this article.
    (c) A registration statement under this section becomes effectivethirty (30) days, or any shorter period provided by rule adopted ororder issued under this article, after the date the registrationstatement or the last amendment other than a price amendment isfiled, if:
        (1) a stop order is not in effect and a proceeding is not pendingunder section 6 of this chapter;
        (2) the commissioner has not issued an order under section 6 ofthis chapter delaying effectiveness; and
        (3) the applicant or registrant has not requested thateffectiveness be delayed.
    (d) The commissioner may delay effectiveness once for not morethan ninety (90) days if the commissioner determines the registrationstatement is not complete in all material respects and promptlynotifies the applicant or registrant of that determination. Thecommissioner may also delay effectiveness for a further period of not

more than thirty (30) days if the commissioner determines that thedelay is necessary or appropriate.
    (e) A rule adopted or order issued under this article may requireas a condition of registration under this section that a prospectuscontaining a specified part of the information or record specified insubsection (b) be sent or given to each person to which an offer ismade, before or concurrently with the earliest of:
        (1) the first offer made in a record to the person otherwise thanby means of a public advertisement, by or for the account of theissuer or another person on whose behalf the offering is beingmade or by an underwriter or broker-dealer that is offering partof an unsold allotment or subscription taken by the person as aparticipant in the distribution;
        (2) the confirmation of a sale made by or for the account of theperson;
        (3) payment under such a sale; or
        (4) delivery of the security under such a sale.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-5
Filing registration statement; fee; incorporation by reference;nonissuer distribution; escrow and impoundment; effective period;reports; amendment
    Sec. 5. (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 article.
    (b) A person filing a registration statement shall pay a filing feeof five-hundredths of one percent (0.05%) of the maximum aggregateoffering price at which the registered securities are to be offered inIndiana, but the fee may not be less than two hundred fifty dollars($250) and may not be more than one thousand dollars ($1,000). Ifa registration statement is withdrawn before the effective date or apreeffective stop order is issued under section 6 of this chapter, thecommissioner shall retain two hundred fifty dollars ($250) of the fee.
    (c) A registration statement filed under section 3 or 4 of thischapter must specify:
        (1) the amount of securities to be offered in this state;
        (2) the states in which a registration statement or similar recordin connection with the offering has been or is to be filed; and
        (3) any adverse order, judgment, or decree issued in connectionwith the offering by a state securities regulator, the Securitiesand Exchange Commission, or a court.
    (d) A record filed under this article or the predecessor act withinfive (5) years preceding the filing of a registration statement may beincorporated by reference in the registration statement to the extentthat the record is currently accurate.
    (e) In the case of a nonissuer distribution, information or a recordmay not be required under subsection (i) or section 4 of this chapter,unless it is known to the person filing the registration statement or tothe person on whose behalf the distribution is to be made or unless

it can be furnished by those persons without unreasonable effort orexpense.
    (f) A rule adopted or order issued under this article may requireas a condition of registration that a security issued within theprevious five (5) years or to be issued to a promoter for aconsideration substantially less than the public offering price or to aperson for a consideration other than cash be deposited in escrow andthat the proceeds from the sale of the registered security in this statebe impounded until the issuer receives a specified amount from thesale of the security either in this state or elsewhere. The conditionsof any escrow or impoundment required under this subsection maybe established by rule adopted or order issued under this article, butthe commissioner may not reject a depository institution solelybecause of its location in another state.
    (g) A rule adopted or order issued under this article may requireas a condition of registration that a security registered under thisarticle be sold only on a specified form of subscription or salecontract and that a signed or conformed copy of each contract befiled under this article or preserved for a period specified by the ruleor order, which may not be longer than five (5) years.
    (h) Except while a stop order is in effect under section 6 of thischapter, a registration statement is effective for one (1) year after itseffective date, or for any longer period designated in an order underthis article during which the security is being offered or distributedin a nonexempted transaction by or for the account of the issuer orother person on whose behalf the offering is being made or by anunderwriter or broker-dealer that is still offering part of an unsoldallotment or subscription taken as a participant in the distribution.For the purposes of a nonissuer transaction, all outstanding securitiesof the same class identified in the registration statement as a securityregistered under this article are considered to be registered while theregistration statement is effective. If any securities of the same classare outstanding, a registration statement may not be withdrawn untilone (1) year after its effective date. A registration statement may bewithdrawn only with the approval of the commissioner.
    (i) While a registration statement is effective, a rule adopted ororder issued under this article may require the person that filed theregistration statement to file reports, not more often than quarterly,to keep the information or other record in the registration statementreasonably current and to disclose the progress of the offering.
    (j) A registration statement may be amended after its effectivedate. The posteffective amendment becomes effective when thecommissioner so orders. If a posteffective amendment is made toincrease the number of securities specified to be offered or sold, theperson filing the amendment shall pay the greater of one hundreddollars ($100) or the difference between the amount originally paidand the amount the registration fee would have been if all thesecurities to be offered had been registered. A posteffectiveamendment relates back to the date of the offering of the additionalsecurities being registered if, within one (1) year after the date of the

sale, the amendment is filed and the additional registration fee ispaid.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-6
Stop orders; denial, suspension, or revocation of registration;standards; postponement; hearing; process; modification orvacating order
    Sec. 6. (a) The commissioner may issue a stop order denyingeffectiveness to, or suspending or revoking the effectiveness of, aregistration statement if the commissioner finds that the order is inthe public interest and that:
        (1) the registration statement as of its effective date or beforethe effective date in the case of an order denying effectiveness,an amendment under section 5(j) of this chapter as of itseffective date, or a report under section 5(i) of this chapter, isincomplete in a material respect or contains a statement that, inthe light of the circumstances under which it was made, wasfalse or misleading with respect to a material fact;
        (2) this article, a rule adopted or order issued under this article,or a condition imposed under this article has been willfullyviolated, in connection with the offering, by the person filingthe registration statement; by the issuer, a partner, officer, ordirector of the issuer or a person having a similar status orperforming a similar function; a promoter of the issuer; by aperson directly or indirectly controlling or controlled by theissuer, but only if the person filing the registration statement isdirectly or indirectly controlled by or acting for the issuer; or byan underwriter;
        (3) the security registered or sought to be registered is thesubject of a permanent or temporary injunction of a court withjurisdiction or an administrative stop order or similar orderissued under any federal, foreign, or state law other than thisarticle applicable to the offering, but the commissioner may notinstitute a proceeding against an effective registration statementunder this subdivision more than one (1) year after the date ofthe order or injunction on which it is based, and thecommissioner may not issue an order under this subdivision onthe basis of an order or injunction issued under the securities actof another state unless the order or injunction was based onconduct that would constitute, as of the date of the order, aground for a stop order under this section;
        (4) the issuer's enterprise or method of business includes orwould include activities that are unlawful where performed;
        (5) with respect to a security sought to be registered undersection 3 of this chapter, there has been a failure to comply withthe undertaking required by section 3(b)(4) of this chapter;
        (6) the applicant or registrant has not paid the filing fee, but thecommissioner shall void the order if the deficiency is corrected;or        (7) the offering:
            (A) will work or tend to work a fraud upon purchasers orwould so operate; or
            (B) has been or would be made with unreasonable amountsof underwriters' and sellers' discounts, commissions, or othercompensation, or promoters' profits or participations, orunreasonable amounts or kinds of options.
    (b) To the extent practicable, the commissioner by rule adoptedor order issued under this article shall publish standards that providenotice of conduct that violates subsection (a)(7).
    (c) The commissioner may not institute a stop order proceedingagainst an effective registration statement on the basis of conduct ora transaction known to the commissioner when the registrationstatement became effective unless the proceeding is instituted withinthirty (30) days after the registration statement became effective.
    (d) The commissioner may summarily revoke, deny, postpone, orsuspend the effectiveness of a registration statement pending finaldetermination of an administrative proceeding. Upon the issuance ofthe order, the commissioner shall promptly notify each personspecified in subsection (e) that the order has been issued, the reasonsfor the revocation, denial, postponement, or suspension, and thatwithin fifteen (15) days after the receipt of a request in a record fromthe person the matter will be scheduled for a hearing. If a hearing isnot requested and none is ordered by the commissioner within thirty(30) days after the date of service of the order, the order becomesfinal. If a hearing is requested or ordered, the commissioner, afternotice of and opportunity for hearing for each person subject to theorder, may modify or vacate the order or extend the order until finaldetermination.
    (e) A stop order may not be issued under this section without:
        (1) appropriate notice to the applicant or registrant, the issuer,and the person on whose behalf the securities are to be or havebeen offered;
        (2) an opportunity for hearing; and
        (3) findings of fact and conclusions of law in a record.
    (f) The commissioner may modify or vacate a stop order issuedunder this section if the commissioner finds that the conditions thatcaused its issuance have changed or that it is necessary orappropriate in the public interest or for the protection of investors.
As added by P.L.27-2007, SEC.23.

IC 23-19-3-7
Waiver or modification of requirements
    Sec. 7. The commissioner may waive or modify, in whole or inpart, any or all of the requirements of sections 2, 3, and 4(b) of thischapter or the requirement of any information or record in aregistration statement or in a periodic report filed under section 5(i)of this chapter.
As added by P.L.27-2007, SEC.23.