17-12a305.   Securities registration filings.(a) Who may file. A registration statement maybe filed by the issuer, a person on whose behalf the offering is tobe made, or a broker-dealer registered under this act.

      (b)   Filing fee. A person filing a registration statementshall pay a fee established by the administrator by rule or order,but not more than $2,500 for each year that the registrationstatement is effective. If a registration statement is withdrawnbefore the effective date or a preeffective stop order is issuedunder K.S.A. 17-12a306, and amendments thereto, the administratorshallretain an amount of the fee established by the administrator byrule or order.

      (c)   Status of offering. A registration statement filed underK.S.A. 17-12a303 or 17-12a304, and amendments thereto, must specify:

      (1)   The amount of securities to be offered in this state;

      (2)   the states in which a registration statement or similarrecord in connection with the offering has been or is to be filed;and

      (3)   any adverse order, judgment, or decree issued inconnection with the offering by a state securities regulator, thesecurities and exchange commission, or a court.

      (d)   Incorporation by reference. A record filed under this actor the predecessor act within five years preceding the filing of a registrationstatement may be incorporated by reference in theregistration statement to the extent that the record is currentlyaccurate.

      (e)   Nonissuer distribution. In the case of a nonissuerdistribution, information or a record may not be required undersubsection (i) or K.S.A. 17-12a304, and amendments thereto, unlessit isknown to the person filing the registration statement or to theperson on whose behalf the distribution is to be made or unless itcan be furnished by those persons without unreasonable effort orexpense.

      (f)   Escrow and impoundment. A rule adopted or order issuedunder this act may require as a condition of registration that asecurity issued within the previous five years or to be issued toa promoter for a consideration substantially less than the publicoffering price or to a person for a consideration other than cashbe deposited in escrow; and that the proceeds from the sale of theregistered security in this state be impounded until the issuerreceives a specified amount from the sale of the security either inthis state or elsewhere. The conditions of any escrow orimpoundment required under this subsection may be established byrule adopted or order issued under this act, but the administratormay not reject a depository institution solely because of itslocation in another state.

      (g)   Form of subscription. A rule adopted or order issued underthis act may require as a condition of registration that a security registeredunder this act be sold only on a specified form ofsubscription or sale contract and that a signed or conformed copyof each contract be filed under this act or preserved for a periodspecified by the rule or order, which may not be longer than fiveyears.

      (h)   Effective period. Except while a stop order is in effectunder K.S.A. 17-12a306, and amendments thereto, a registrationstatementis effective for one year after its effective date, or for anylonger period designated by rule adopted or order issued under this act duringwhichthe security is being offered or distributed in a nonexemptedtransaction by or for the account of the issuer or other person onwhose behalf the offering is being made or by an underwriter orbroker-dealer that is still offering part of an unsold allotment orsubscription taken as a participant in the distribution. For thepurposes of a nonissuer transaction, all outstanding securities ofthe same class identified in the registration statement as asecurity registered under this act are considered to be registeredwhile the registration statement is effective. If any securitiesof the same class are outstanding, a registration statement may notbe withdrawn until one year after its effective date. Aregistration statement may be withdrawn only with the approval ofthe administrator.

      (i)   Periodic reports. While a registration statement iseffective, a rule adopted or order issued under this act mayrequire the person that filed the registration statement to file reports, notmore often than quarterly, to keep the information orother record in the registration statement reasonably current andto disclose the progress of the offering.

      (j)   Posteffective amendments. A registration statement shall beamended after its effective date if there are material changes in informationor documents in the registration statement or if there is an increase in theaggregate amount of securities offered or sold in this state. Theposteffective amendmentbecomes effective when filed with the administrator. If aposteffective amendment is made to increase the number ofsecurities specified to be offered or sold, the person filing theamendment shall pay a registration fee based upon the increase insuch price calculated in accordance with the rate andfee specified in subsection (b).If a posteffective amendment forregistration of additional securities and payment of additional fees is notfiled in a timely manner, there shall be no penalty assessed if the amendmentis filed and the additional registration fee is paid within one year after thedate the additional securities are sold in this state.

      History:   L. 2004, ch. 154, § 15;L. 2006, ch. 47, § 3; July 1.