§ 7-11-305 Provisions applicable toregistration generally. – (a) A registration statement may be filed by the issuer, any other person onwhose behalf the offering is to be made, or a registered broker dealer.
(b) A person filing a registration statement shall pay anonrefundable fee of one-tenth of one percent (0.1%) of the maximum aggregateoffering price at which the registered securities are to be offered in thisstate, but not less than three hundred dollars ($300) or more than one thousanddollars ($1,000).
(c) A registration statement must specify the amount ofsecurities to be offered in this state and the states in which a registrationstatement or similar document in connection with the offering has been or is tobe filed and any adverse order, judgment, or decree entered by the securitiesagency or administrator in any state or by a court or the securities andexchange commission in connection with the offering.
(d) A document filed under this chapter or a predecessor actwithin five (5) years before the filing of a registration statement may beincorporated by reference in the registration statement if the document iscurrently accurate.
(e) The director may permit by rule or order the omission ofany item of information or document from a registration statement.
(f) In the case of a nonissuer offering, the director may notrequire information under subsection (m) or § 7-11-304 unless it is knownto the person filing the registration statement or to the person on whosebehalf the offering is to be made, or can be furnished by the person withoutunreasonable effort or expense.
(g) In the case of a registration under §§ 7-11-303or 7-11-304 by an issuer who has no public market for its shares or nosignificant earnings from continuing operations during the last five (5) years,or any shorter period of its existence, the director may require by rule ororder as a condition of registration that the following securities be depositedin escrow for not more than three (3) years:
(1) Securities issued to a promoter within the three (3)years immediately before the offering or to be issued to a promoter for aconsideration substantially less than the offering price; and
(2) Securities issued to a promoter for a consideration otherthan cash, unless the registrant demonstrates that the value of the non-cashconsideration received in exchange for the securities is substantially equal tothe offering price for the securities.
(h) The director may determine by rule or order theconditions of an escrow required under subsection (g), but the director may notreject a depository solely because of location in another state.
(i) The director may require by rule or order as a conditionof registration under §§ 7-11-303 or 7-11-304 that the proceeds fromthe sale of the registered securities in this state be impounded until theissuer receives a specified amount from the sale of the securities. Thedirector may by rule or order determine the conditions of an impoundarrangement required under this subsection, but the director may not reject adepository solely because of location in another state.
(j) If securities are registered under §§ 7-11-302or 7-11-303, the prospectus filed under the Securities Act of 1933 15 U.S.C.§ 77a et seq., must be delivered to each purchaser in accordance with theprospectus delivery requirements of the Securities Act of 1933, 15 U.S.C.§ 77a et seq.
(k) If securities are registered under § 7-11-304, anoffering document containing information the director designates by rule ororder must be delivered to each purchaser with or before the earliest of:
(1) The first written offer to sell made to the purchaser byor for the account of the issuer or another person on whose behalf the offeringis being made, or by an underwriter or broker dealer who is offering part of anunsold allotment or subscription taken by it as a participant in thedistribution;
(2) Confirmation of a sale made by or for the account of aperson named in subsection (1);
(3) Payment pursuant to a sale; or
(4) Delivery pursuant to a sale.
(l) A registration statement remains effective for one yearafter its effective date unless the director extends the period ofeffectiveness by rule or order. All outstanding securities of the same class asthe registered securities are considered to be registered for the purpose of anonissuer transaction while the registration statement is effective, unless thedirector, by rule or order, provides otherwise. A registration statement maynot be withdrawn after its effective date if any of the securities registeredhave been sold in this state, unless the director, by rule or order, providesotherwise. No registration statement is effective while a stop order is ineffect under § 7-11-306(a).
(m) During the period that an offering is being made pursuantto an effective registration statement, the director may require by rule ororder the person who filed the registration statement to file reports not moreoften than quarterly to keep reasonably current the information contained inthe registration statement and to disclose the progress of the offering.
(n) A registration statement filed under § 7-11-302 or7-11-303 may be amended after its effective date to increase the securitiesspecified being offered and sold. The amendment becomes effective upon filingof the amendment and payment of an additional filing fee, calculated in themanner specified in subsection (b), with respect to the additional securitiesto be offered and sold. The effectiveness of the amendment relates back to thedate of sale of the additional securities being registered.
(o) A registration statement filed under § 7-11-304 maybe amended after its effective date to increase the securities specified to beoffered and sold, if the public offering price and underwriters' discounts andcommissions are not changed from the respective amounts of which the directorwas informed. The amendment becomes effective when the director so orders andrelates back to the date of sale of the additional securities being registered.A person filing an amendment pays an additional filing fee equal to two (2)times the fee otherwise payable, calculated in the manner specified insubsection (b), regarding the additional securities to be offered and sold.
§ 7-11-305 Provisions applicable toregistration generally. – (a) A registration statement may be filed by the issuer, any other person onwhose behalf the offering is to be made, or a registered broker dealer.
(b) A person filing a registration statement shall pay anonrefundable fee of one-tenth of one percent (0.1%) of the maximum aggregateoffering price at which the registered securities are to be offered in thisstate, but not less than three hundred dollars ($300) or more than one thousanddollars ($1,000).
(c) A registration statement must specify the amount ofsecurities to be offered in this state and the states in which a registrationstatement or similar document in connection with the offering has been or is tobe filed and any adverse order, judgment, or decree entered by the securitiesagency or administrator in any state or by a court or the securities andexchange commission in connection with the offering.
(d) A document filed under this chapter or a predecessor actwithin five (5) years before the filing of a registration statement may beincorporated by reference in the registration statement if the document iscurrently accurate.
(e) The director may permit by rule or order the omission ofany item of information or document from a registration statement.
(f) In the case of a nonissuer offering, the director may notrequire information under subsection (m) or § 7-11-304 unless it is knownto the person filing the registration statement or to the person on whosebehalf the offering is to be made, or can be furnished by the person withoutunreasonable effort or expense.
(g) In the case of a registration under §§ 7-11-303or 7-11-304 by an issuer who has no public market for its shares or nosignificant earnings from continuing operations during the last five (5) years,or any shorter period of its existence, the director may require by rule ororder as a condition of registration that the following securities be depositedin escrow for not more than three (3) years:
(1) Securities issued to a promoter within the three (3)years immediately before the offering or to be issued to a promoter for aconsideration substantially less than the offering price; and
(2) Securities issued to a promoter for a consideration otherthan cash, unless the registrant demonstrates that the value of the non-cashconsideration received in exchange for the securities is substantially equal tothe offering price for the securities.
(h) The director may determine by rule or order theconditions of an escrow required under subsection (g), but the director may notreject a depository solely because of location in another state.
(i) The director may require by rule or order as a conditionof registration under §§ 7-11-303 or 7-11-304 that the proceeds fromthe sale of the registered securities in this state be impounded until theissuer receives a specified amount from the sale of the securities. Thedirector may by rule or order determine the conditions of an impoundarrangement required under this subsection, but the director may not reject adepository solely because of location in another state.
(j) If securities are registered under §§ 7-11-302or 7-11-303, the prospectus filed under the Securities Act of 1933 15 U.S.C.§ 77a et seq., must be delivered to each purchaser in accordance with theprospectus delivery requirements of the Securities Act of 1933, 15 U.S.C.§ 77a et seq.
(k) If securities are registered under § 7-11-304, anoffering document containing information the director designates by rule ororder must be delivered to each purchaser with or before the earliest of:
(1) The first written offer to sell made to the purchaser byor for the account of the issuer or another person on whose behalf the offeringis being made, or by an underwriter or broker dealer who is offering part of anunsold allotment or subscription taken by it as a participant in thedistribution;
(2) Confirmation of a sale made by or for the account of aperson named in subsection (1);
(3) Payment pursuant to a sale; or
(4) Delivery pursuant to a sale.
(l) A registration statement remains effective for one yearafter its effective date unless the director extends the period ofeffectiveness by rule or order. All outstanding securities of the same class asthe registered securities are considered to be registered for the purpose of anonissuer transaction while the registration statement is effective, unless thedirector, by rule or order, provides otherwise. A registration statement maynot be withdrawn after its effective date if any of the securities registeredhave been sold in this state, unless the director, by rule or order, providesotherwise. No registration statement is effective while a stop order is ineffect under § 7-11-306(a).
(m) During the period that an offering is being made pursuantto an effective registration statement, the director may require by rule ororder the person who filed the registration statement to file reports not moreoften than quarterly to keep reasonably current the information contained inthe registration statement and to disclose the progress of the offering.
(n) A registration statement filed under § 7-11-302 or7-11-303 may be amended after its effective date to increase the securitiesspecified being offered and sold. The amendment becomes effective upon filingof the amendment and payment of an additional filing fee, calculated in themanner specified in subsection (b), with respect to the additional securitiesto be offered and sold. The effectiveness of the amendment relates back to thedate of sale of the additional securities being registered.
(o) A registration statement filed under § 7-11-304 maybe amended after its effective date to increase the securities specified to beoffered and sold, if the public offering price and underwriters' discounts andcommissions are not changed from the respective amounts of which the directorwas informed. The amendment becomes effective when the director so orders andrelates back to the date of sale of the additional securities being registered.A person filing an amendment pays an additional filing fee equal to two (2)times the fee otherwise payable, calculated in the manner specified insubsection (b), regarding the additional securities to be offered and sold.
§ 7-11-305 Provisions applicable toregistration generally. – (a) A registration statement may be filed by the issuer, any other person onwhose behalf the offering is to be made, or a registered broker dealer.
(b) A person filing a registration statement shall pay anonrefundable fee of one-tenth of one percent (0.1%) of the maximum aggregateoffering price at which the registered securities are to be offered in thisstate, but not less than three hundred dollars ($300) or more than one thousanddollars ($1,000).
(c) A registration statement must specify the amount ofsecurities to be offered in this state and the states in which a registrationstatement or similar document in connection with the offering has been or is tobe filed and any adverse order, judgment, or decree entered by the securitiesagency or administrator in any state or by a court or the securities andexchange commission in connection with the offering.
(d) A document filed under this chapter or a predecessor actwithin five (5) years before the filing of a registration statement may beincorporated by reference in the registration statement if the document iscurrently accurate.
(e) The director may permit by rule or order the omission ofany item of information or document from a registration statement.
(f) In the case of a nonissuer offering, the director may notrequire information under subsection (m) or § 7-11-304 unless it is knownto the person filing the registration statement or to the person on whosebehalf the offering is to be made, or can be furnished by the person withoutunreasonable effort or expense.
(g) In the case of a registration under §§ 7-11-303or 7-11-304 by an issuer who has no public market for its shares or nosignificant earnings from continuing operations during the last five (5) years,or any shorter period of its existence, the director may require by rule ororder as a condition of registration that the following securities be depositedin escrow for not more than three (3) years:
(1) Securities issued to a promoter within the three (3)years immediately before the offering or to be issued to a promoter for aconsideration substantially less than the offering price; and
(2) Securities issued to a promoter for a consideration otherthan cash, unless the registrant demonstrates that the value of the non-cashconsideration received in exchange for the securities is substantially equal tothe offering price for the securities.
(h) The director may determine by rule or order theconditions of an escrow required under subsection (g), but the director may notreject a depository solely because of location in another state.
(i) The director may require by rule or order as a conditionof registration under §§ 7-11-303 or 7-11-304 that the proceeds fromthe sale of the registered securities in this state be impounded until theissuer receives a specified amount from the sale of the securities. Thedirector may by rule or order determine the conditions of an impoundarrangement required under this subsection, but the director may not reject adepository solely because of location in another state.
(j) If securities are registered under §§ 7-11-302or 7-11-303, the prospectus filed under the Securities Act of 1933 15 U.S.C.§ 77a et seq., must be delivered to each purchaser in accordance with theprospectus delivery requirements of the Securities Act of 1933, 15 U.S.C.§ 77a et seq.
(k) If securities are registered under § 7-11-304, anoffering document containing information the director designates by rule ororder must be delivered to each purchaser with or before the earliest of:
(1) The first written offer to sell made to the purchaser byor for the account of the issuer or another person on whose behalf the offeringis being made, or by an underwriter or broker dealer who is offering part of anunsold allotment or subscription taken by it as a participant in thedistribution;
(2) Confirmation of a sale made by or for the account of aperson named in subsection (1);
(3) Payment pursuant to a sale; or
(4) Delivery pursuant to a sale.
(l) A registration statement remains effective for one yearafter its effective date unless the director extends the period ofeffectiveness by rule or order. All outstanding securities of the same class asthe registered securities are considered to be registered for the purpose of anonissuer transaction while the registration statement is effective, unless thedirector, by rule or order, provides otherwise. A registration statement maynot be withdrawn after its effective date if any of the securities registeredhave been sold in this state, unless the director, by rule or order, providesotherwise. No registration statement is effective while a stop order is ineffect under § 7-11-306(a).
(m) During the period that an offering is being made pursuantto an effective registration statement, the director may require by rule ororder the person who filed the registration statement to file reports not moreoften than quarterly to keep reasonably current the information contained inthe registration statement and to disclose the progress of the offering.
(n) A registration statement filed under § 7-11-302 or7-11-303 may be amended after its effective date to increase the securitiesspecified being offered and sold. The amendment becomes effective upon filingof the amendment and payment of an additional filing fee, calculated in themanner specified in subsection (b), with respect to the additional securitiesto be offered and sold. The effectiveness of the amendment relates back to thedate of sale of the additional securities being registered.
(o) A registration statement filed under § 7-11-304 maybe amended after its effective date to increase the securities specified to beoffered and sold, if the public offering price and underwriters' discounts andcommissions are not changed from the respective amounts of which the directorwas informed. The amendment becomes effective when the director so orders andrelates back to the date of sale of the additional securities being registered.A person filing an amendment pays an additional filing fee equal to two (2)times the fee otherwise payable, calculated in the manner specified insubsection (b), regarding the additional securities to be offered and sold.
