17-12a305.Securities registration filings.
(a) Who may file. A registration statement may
be filed by the issuer, a person on whose behalf the offering is to
be made, or a broker-dealer registered under this act.
(b) Filing fee. A person filing a registration statement
shall pay a fee established by the administrator by rule or order,
but not more than $2,500 for each year that the registration
statement is effective. If a registration statement is withdrawn
before the effective date or a preeffective stop order is issued
under K.S.A. 17-12a306, and amendments thereto, the administrator
shall
retain an amount of the fee established by the administrator by
rule or order.
(c) Status of offering. A registration statement filed under
K.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 similar
record in connection with the offering has been or is to be filed;
and
(3) any adverse order, judgment, or decree issued in
connection with the offering by a state securities regulator, the
securities and exchange commission, or a court.
(d) Incorporation by reference. A record filed under this act
or the predecessor act within five years preceding the filing of a registration
statement may be incorporated by reference in the
registration statement to the extent that the record is currently
accurate.
(e) Nonissuer distribution. In the case of a nonissuer
distribution, information or a record may not be required under
subsection (i) or K.S.A. 17-12a304, and amendments thereto, unless
it is
known to the person filing the registration statement or to the
person on whose behalf the distribution is to be made or unless it
can be furnished by those persons without unreasonable effort or
expense.
(f) Escrow and impoundment. A rule adopted or order issued
under this act may require as a condition of registration that a
security issued within the previous five years or to be issued to
a promoter for a consideration substantially less than the public
offering price or to a person for a consideration other than cash
be deposited in escrow; and that the proceeds from the sale of the
registered security in this state be impounded until the issuer
receives a specified amount from the sale of the security either in
this state or elsewhere. The conditions of any escrow or
impoundment required under this subsection may be established by
rule adopted or order issued under this act, but the administrator
may not reject a depository institution solely because of its
location in another state.
(g) Form of subscription. A rule adopted or order issued under
this act may require as a condition of registration that a security registered
under this act be sold only on a specified form of
subscription or sale contract and that a signed or conformed copy
of each contract be filed under this act or preserved for a period
specified by the rule or order, which may not be longer than five
years.
(h) Effective period. Except while a stop order is in effect
under K.S.A. 17-12a306, and amendments thereto, a registration
statement
is effective for one year after its effective date, or for any
longer period designated by rule adopted or order issued under this act during
which
the security is being offered or distributed in a nonexempted
transaction by or for the account of the issuer or other person on
whose behalf the offering is being made or by an underwriter or
broker-dealer that is still offering part of an unsold allotment or
subscription taken as a participant in the distribution. For the
purposes of a nonissuer transaction, all outstanding securities of
the same class identified in the registration statement as a
security registered under this act are considered to be registered
while the registration statement is effective. If any securities
of the same class are outstanding, a registration statement may not
be withdrawn until one year after its effective date. A
registration statement may be withdrawn only with the approval of
the administrator.
(i) Periodic reports. While a registration statement is
effective, a rule adopted or order issued under this act may
require the person that filed the registration statement to file reports, not
more often than quarterly, to keep the information or
other record in the registration statement reasonably current and
to disclose the progress of the offering.
(j) Posteffective amendments. A registration statement shall be
amended after its effective date if there are material changes in information
or documents in the registration statement or if there is an increase in the
aggregate amount of securities offered or sold in this state. The
posteffective amendment
becomes effective when filed with the administrator. If a
posteffective amendment is made to increase the number of
securities specified to be offered or sold, the person filing the
amendment shall pay a registration fee based upon the increase in
such price calculated in accordance with the rate and
fee specified in subsection (b).
If a posteffective amendment for
registration of additional securities and payment of additional fees is not
filed in a timely manner, there shall be no penalty assessed if the amendment
is filed and the additional registration fee is paid within one year after the
date the additional securities are sold in this state.
History: L. 2004, ch. 154, § 15;
L. 2006, ch. 47, § 3; July 1.
17-12a305.Securities registration filings.
(a) Who may file. A registration statement may
be filed by the issuer, a person on whose behalf the offering is to
be made, or a broker-dealer registered under this act.
(b) Filing fee. A person filing a registration statement
shall pay a fee established by the administrator by rule or order,
but not more than $2,500 for each year that the registration
statement is effective. If a registration statement is withdrawn
before the effective date or a preeffective stop order is issued
under K.S.A. 17-12a306, and amendments thereto, the administrator
shall
retain an amount of the fee established by the administrator by
rule or order.
(c) Status of offering. A registration statement filed under
K.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 similar
record in connection with the offering has been or is to be filed;
and
(3) any adverse order, judgment, or decree issued in
connection with the offering by a state securities regulator, the
securities and exchange commission, or a court.
(d) Incorporation by reference. A record filed under this act
or the predecessor act within five years preceding the filing of a registration
statement may be incorporated by reference in the
registration statement to the extent that the record is currently
accurate.
(e) Nonissuer distribution. In the case of a nonissuer
distribution, information or a record may not be required under
subsection (i) or K.S.A. 17-12a304, and amendments thereto, unless
it is
known to the person filing the registration statement or to the
person on whose behalf the distribution is to be made or unless it
can be furnished by those persons without unreasonable effort or
expense.
(f) Escrow and impoundment. A rule adopted or order issued
under this act may require as a condition of registration that a
security issued within the previous five years or to be issued to
a promoter for a consideration substantially less than the public
offering price or to a person for a consideration other than cash
be deposited in escrow; and that the proceeds from the sale of the
registered security in this state be impounded until the issuer
receives a specified amount from the sale of the security either in
this state or elsewhere. The conditions of any escrow or
impoundment required under this subsection may be established by
rule adopted or order issued under this act, but the administrator
may not reject a depository institution solely because of its
location in another state.
(g) Form of subscription. A rule adopted or order issued under
this act may require as a condition of registration that a security registered
under this act be sold only on a specified form of
subscription or sale contract and that a signed or conformed copy
of each contract be filed under this act or preserved for a period
specified by the rule or order, which may not be longer than five
years.
(h) Effective period. Except while a stop order is in effect
under K.S.A. 17-12a306, and amendments thereto, a registration
statement
is effective for one year after its effective date, or for any
longer period designated by rule adopted or order issued under this act during
which
the security is being offered or distributed in a nonexempted
transaction by or for the account of the issuer or other person on
whose behalf the offering is being made or by an underwriter or
broker-dealer that is still offering part of an unsold allotment or
subscription taken as a participant in the distribution. For the
purposes of a nonissuer transaction, all outstanding securities of
the same class identified in the registration statement as a
security registered under this act are considered to be registered
while the registration statement is effective. If any securities
of the same class are outstanding, a registration statement may not
be withdrawn until one year after its effective date. A
registration statement may be withdrawn only with the approval of
the administrator.
(i) Periodic reports. While a registration statement is
effective, a rule adopted or order issued under this act may
require the person that filed the registration statement to file reports, not
more often than quarterly, to keep the information or
other record in the registration statement reasonably current and
to disclose the progress of the offering.
(j) Posteffective amendments. A registration statement shall be
amended after its effective date if there are material changes in information
or documents in the registration statement or if there is an increase in the
aggregate amount of securities offered or sold in this state. The
posteffective amendment
becomes effective when filed with the administrator. If a
posteffective amendment is made to increase the number of
securities specified to be offered or sold, the person filing the
amendment shall pay a registration fee based upon the increase in
such price calculated in accordance with the rate and
fee specified in subsection (b).
If a posteffective amendment for
registration of additional securities and payment of additional fees is not
filed in a timely manner, there shall be no penalty assessed if the amendment
is filed and the additional registration fee is paid within one year after the
date the additional securities are sold in this state.
History: L. 2004, ch. 154, § 15;
L. 2006, ch. 47, § 3; July 1.
17-12a305.Securities registration filings.
(a) Who may file. A registration statement may
be filed by the issuer, a person on whose behalf the offering is to
be made, or a broker-dealer registered under this act.
(b) Filing fee. A person filing a registration statement
shall pay a fee established by the administrator by rule or order,
but not more than $2,500 for each year that the registration
statement is effective. If a registration statement is withdrawn
before the effective date or a preeffective stop order is issued
under K.S.A. 17-12a306, and amendments thereto, the administrator
shall
retain an amount of the fee established by the administrator by
rule or order.
(c) Status of offering. A registration statement filed under
K.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 similar
record in connection with the offering has been or is to be filed;
and
(3) any adverse order, judgment, or decree issued in
connection with the offering by a state securities regulator, the
securities and exchange commission, or a court.
(d) Incorporation by reference. A record filed under this act
or the predecessor act within five years preceding the filing of a registration
statement may be incorporated by reference in the
registration statement to the extent that the record is currently
accurate.
(e) Nonissuer distribution. In the case of a nonissuer
distribution, information or a record may not be required under
subsection (i) or K.S.A. 17-12a304, and amendments thereto, unless
it is
known to the person filing the registration statement or to the
person on whose behalf the distribution is to be made or unless it
can be furnished by those persons without unreasonable effort or
expense.
(f) Escrow and impoundment. A rule adopted or order issued
under this act may require as a condition of registration that a
security issued within the previous five years or to be issued to
a promoter for a consideration substantially less than the public
offering price or to a person for a consideration other than cash
be deposited in escrow; and that the proceeds from the sale of the
registered security in this state be impounded until the issuer
receives a specified amount from the sale of the security either in
this state or elsewhere. The conditions of any escrow or
impoundment required under this subsection may be established by
rule adopted or order issued under this act, but the administrator
may not reject a depository institution solely because of its
location in another state.
(g) Form of subscription. A rule adopted or order issued under
this act may require as a condition of registration that a security registered
under this act be sold only on a specified form of
subscription or sale contract and that a signed or conformed copy
of each contract be filed under this act or preserved for a period
specified by the rule or order, which may not be longer than five
years.
(h) Effective period. Except while a stop order is in effect
under K.S.A. 17-12a306, and amendments thereto, a registration
statement
is effective for one year after its effective date, or for any
longer period designated by rule adopted or order issued under this act during
which
the security is being offered or distributed in a nonexempted
transaction by or for the account of the issuer or other person on
whose behalf the offering is being made or by an underwriter or
broker-dealer that is still offering part of an unsold allotment or
subscription taken as a participant in the distribution. For the
purposes of a nonissuer transaction, all outstanding securities of
the same class identified in the registration statement as a
security registered under this act are considered to be registered
while the registration statement is effective. If any securities
of the same class are outstanding, a registration statement may not
be withdrawn until one year after its effective date. A
registration statement may be withdrawn only with the approval of
the administrator.
(i) Periodic reports. While a registration statement is
effective, a rule adopted or order issued under this act may
require the person that filed the registration statement to file reports, not
more often than quarterly, to keep the information or
other record in the registration statement reasonably current and
to disclose the progress of the offering.
(j) Posteffective amendments. A registration statement shall be
amended after its effective date if there are material changes in information
or documents in the registration statement or if there is an increase in the
aggregate amount of securities offered or sold in this state. The
posteffective amendment
becomes effective when filed with the administrator. If a
posteffective amendment is made to increase the number of
securities specified to be offered or sold, the person filing the
amendment shall pay a registration fee based upon the increase in
such price calculated in accordance with the rate and
fee specified in subsection (b).
If a posteffective amendment for
registration of additional securities and payment of additional fees is not
filed in a timely manner, there shall be no penalty assessed if the amendment
is filed and the additional registration fee is paid within one year after the
date the additional securities are sold in this state.
History: L. 2004, ch. 154, § 15;
L. 2006, ch. 47, § 3; July 1.