§ 23-42-401 - Registration by notification.
23-42-401. Registration by notification.
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under 23-42-402:
(1) Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if:
(A) There has been no default during the current fiscal year or within the three (3) preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and
(B) The issuer and any predecessors during the past three (3) fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, which:
(i) Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and are equal to at least three percent (3%) of the amount of the outstanding securities as measured by the maximum offering price or the market price on a day, selected by the registrant, within thirty (30) days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant, within ninety (90) days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or
(ii) If the issuer and any predecessors have not had any security of the type specified in subdivision (a)(1)(B)(i) of this section outstanding for three (3) full fiscal years equal to at least five percent (5%) of the amount as measured in subdivision (a)(1)(B)(i) of this section of all securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in this state, are issued; and
(2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if:
(A) Any security of the same class has ever been registered under this chapter or a predecessor act; or
(B) The security being registered was originally issued pursuant to an exemption under this chapter or a predecessor act.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in 23-42-404(d) and the consent to service of process required by 23-42-107(a):
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer and any significant subsidiary:
(A) Its name, address, and form of organization;
(B) The state or foreign jurisdiction and the date of its organization; and
(C) The general character and location of its business;
(3) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution:
(A) His name and address;
(B) The amount of securities of the issuer held by him as of the date of the filing of the registration statement;
(4) A description of the security being registered;
(5) The information and documents specified in 23-42-403(b)(8), (b)(10), and (b)(12); and
(6) In the case of any registration under subdivision (a)(2) of this section which does not also satisfy the conditions of subdivision (a)(1) of this section, a balance sheet of the issuer for the calendar year immediately prior to the filing of the registration statement and a summary of earnings for each of the two (2) fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessors' existence if less than two (2) years.
(c) If no stop order is in effect and no proceeding is pending under 23-42-405, a registration statement under this section automatically becomes effective at three o'clock (3:00) Central Standard Time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at such earlier time as the Securities Commissioner determines.