State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-509

§ 13.1-509. Registration by coordination.

A. Any security for which a registration statement has been filed under theSecurities Act of 1933 in connection with the same offering may be registeredby coordination if no stop order or refusal order is in effect against suchregistration statement and no proceeding looking toward such an order ispending.

B. A registration statement under this section shall consist of theprospectus filed under the Securities Act of 1933 together with allamendments or supplements thereto and a statement of the amount and maximumoffering price of the securities proposed to be offered in this Commonwealth.The Commission may require that it also include the articles of incorporationand bylaws, any agreements with underwriters, any indenture or any otherinstrument governing the issuance of the security to be registered, aspecimen of the security and any other information documents filed under theSecurities Act of 1933. The registration statement shall be accompanied by afee of one-twentieth of one percent of the maximum aggregate offering priceof the securities proposed to be offered in this Commonwealth; provided thatthe fee shall not be less than $200 nor more than $700, except that in thecase of a unit investment trust, as that term is defined in the InvestmentCompany Act of 1940, the fee shall not be less than $400 nor more than $1,000.

C. A registration statement under this section shall automatically becomeeffective at the moment the federal registration statement becomes effectiveif all of the following conditions are satisfied: (i) No stop order is ineffect and no proceeding for the issuance of a stop order is pending and (ii)the registration statement and all amendments other than a final amendment(hereinafter termed the "price amendment") which is limited substantiallyto information concerning the offering price, underwriting and sellingdiscounts or commissions, amount of proceeds, conversion rates, call prices,and other matters dependent upon the offering price have been on file withthe Commission, or any entity designated by order or rule of the Commission,for at least three full business days. Unless the definitive informationconcerning price and other matters dependent thereon has been so on file withthe Commission or such entity, the registrant shall promptly notify theCommission by telephone, telegram, or electronic means of the date and timewhen the federal registration statement became effective and the content ofthe federal price amendment, if any, and shall promptly file a post-effectiveamendment containing the information in the federal price amendment butexclusive of exhibits. Failure to receive such notification or suchpost-effective amendment if required shall be grounds for the entry of a stoporder retroactively denying effectiveness to the registration statement,without notice or hearing, if the Commission promptly notifies the registrantby telephone, telegram, or electronic means (and promptly confirms by letter,telegram, or electronic means when it notifies by telephone) of the issuanceof such an order. If the registrant proves that he complied with therequirements of this subsection as to notice and post-effective amendment,the stop order shall be void as of the time of its entry. The Commission may,by order, letter, telegram, or electronic means, accelerate the effectivenessof any registration statement and may waive any or all of the conditionsspecified in clause (ii) above. If the federal registration has becomeeffective before all of such conditions have been satisfied and they are notso waived, the registration statement under this section shall automaticallybecome effective as soon as all of such conditions have been satisfied.

(1956, c. 428; 1984, c. 771; 1990, c. 90; 1994, c. 10; 2003, c. 595.)

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-509

§ 13.1-509. Registration by coordination.

A. Any security for which a registration statement has been filed under theSecurities Act of 1933 in connection with the same offering may be registeredby coordination if no stop order or refusal order is in effect against suchregistration statement and no proceeding looking toward such an order ispending.

B. A registration statement under this section shall consist of theprospectus filed under the Securities Act of 1933 together with allamendments or supplements thereto and a statement of the amount and maximumoffering price of the securities proposed to be offered in this Commonwealth.The Commission may require that it also include the articles of incorporationand bylaws, any agreements with underwriters, any indenture or any otherinstrument governing the issuance of the security to be registered, aspecimen of the security and any other information documents filed under theSecurities Act of 1933. The registration statement shall be accompanied by afee of one-twentieth of one percent of the maximum aggregate offering priceof the securities proposed to be offered in this Commonwealth; provided thatthe fee shall not be less than $200 nor more than $700, except that in thecase of a unit investment trust, as that term is defined in the InvestmentCompany Act of 1940, the fee shall not be less than $400 nor more than $1,000.

C. A registration statement under this section shall automatically becomeeffective at the moment the federal registration statement becomes effectiveif all of the following conditions are satisfied: (i) No stop order is ineffect and no proceeding for the issuance of a stop order is pending and (ii)the registration statement and all amendments other than a final amendment(hereinafter termed the "price amendment") which is limited substantiallyto information concerning the offering price, underwriting and sellingdiscounts or commissions, amount of proceeds, conversion rates, call prices,and other matters dependent upon the offering price have been on file withthe Commission, or any entity designated by order or rule of the Commission,for at least three full business days. Unless the definitive informationconcerning price and other matters dependent thereon has been so on file withthe Commission or such entity, the registrant shall promptly notify theCommission by telephone, telegram, or electronic means of the date and timewhen the federal registration statement became effective and the content ofthe federal price amendment, if any, and shall promptly file a post-effectiveamendment containing the information in the federal price amendment butexclusive of exhibits. Failure to receive such notification or suchpost-effective amendment if required shall be grounds for the entry of a stoporder retroactively denying effectiveness to the registration statement,without notice or hearing, if the Commission promptly notifies the registrantby telephone, telegram, or electronic means (and promptly confirms by letter,telegram, or electronic means when it notifies by telephone) of the issuanceof such an order. If the registrant proves that he complied with therequirements of this subsection as to notice and post-effective amendment,the stop order shall be void as of the time of its entry. The Commission may,by order, letter, telegram, or electronic means, accelerate the effectivenessof any registration statement and may waive any or all of the conditionsspecified in clause (ii) above. If the federal registration has becomeeffective before all of such conditions have been satisfied and they are notso waived, the registration statement under this section shall automaticallybecome effective as soon as all of such conditions have been satisfied.

(1956, c. 428; 1984, c. 771; 1990, c. 90; 1994, c. 10; 2003, c. 595.)


State Codes and Statutes

State Codes and Statutes

Statutes > Virginia > Title-13-1 > Chapter-5 > 13-1-509

§ 13.1-509. Registration by coordination.

A. Any security for which a registration statement has been filed under theSecurities Act of 1933 in connection with the same offering may be registeredby coordination if no stop order or refusal order is in effect against suchregistration statement and no proceeding looking toward such an order ispending.

B. A registration statement under this section shall consist of theprospectus filed under the Securities Act of 1933 together with allamendments or supplements thereto and a statement of the amount and maximumoffering price of the securities proposed to be offered in this Commonwealth.The Commission may require that it also include the articles of incorporationand bylaws, any agreements with underwriters, any indenture or any otherinstrument governing the issuance of the security to be registered, aspecimen of the security and any other information documents filed under theSecurities Act of 1933. The registration statement shall be accompanied by afee of one-twentieth of one percent of the maximum aggregate offering priceof the securities proposed to be offered in this Commonwealth; provided thatthe fee shall not be less than $200 nor more than $700, except that in thecase of a unit investment trust, as that term is defined in the InvestmentCompany Act of 1940, the fee shall not be less than $400 nor more than $1,000.

C. A registration statement under this section shall automatically becomeeffective at the moment the federal registration statement becomes effectiveif all of the following conditions are satisfied: (i) No stop order is ineffect and no proceeding for the issuance of a stop order is pending and (ii)the registration statement and all amendments other than a final amendment(hereinafter termed the "price amendment") which is limited substantiallyto information concerning the offering price, underwriting and sellingdiscounts or commissions, amount of proceeds, conversion rates, call prices,and other matters dependent upon the offering price have been on file withthe Commission, or any entity designated by order or rule of the Commission,for at least three full business days. Unless the definitive informationconcerning price and other matters dependent thereon has been so on file withthe Commission or such entity, the registrant shall promptly notify theCommission by telephone, telegram, or electronic means of the date and timewhen the federal registration statement became effective and the content ofthe federal price amendment, if any, and shall promptly file a post-effectiveamendment containing the information in the federal price amendment butexclusive of exhibits. Failure to receive such notification or suchpost-effective amendment if required shall be grounds for the entry of a stoporder retroactively denying effectiveness to the registration statement,without notice or hearing, if the Commission promptly notifies the registrantby telephone, telegram, or electronic means (and promptly confirms by letter,telegram, or electronic means when it notifies by telephone) of the issuanceof such an order. If the registrant proves that he complied with therequirements of this subsection as to notice and post-effective amendment,the stop order shall be void as of the time of its entry. The Commission may,by order, letter, telegram, or electronic means, accelerate the effectivenessof any registration statement and may waive any or all of the conditionsspecified in clause (ii) above. If the federal registration has becomeeffective before all of such conditions have been satisfied and they are notso waived, the registration statement under this section shall automaticallybecome effective as soon as all of such conditions have been satisfied.

(1956, c. 428; 1984, c. 771; 1990, c. 90; 1994, c. 10; 2003, c. 595.)