30-10-207. Denial, suspension, and revocation of registration of securities.
30-10-207. Denial, suspension, and revocation of registration of securities. (1) The commissioner may issue an order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the order is in the public interest and:
(a) the registration statement, as of its effective date or as of any earlier date in the case of an order denying effectiveness, is incomplete in any material respect or contains any statement that was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;
(b) any provision of parts 1 through 3 of this chapter or any rule, order, or condition lawfully imposed under parts 1 through 3 of this chapter has been willfully violated by:
(i) the person filing the registration statement;
(ii) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or
(iii) any underwriter;
(c) the security registered or sought to be registered is the subject of a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state law applicable to the offering, but:
(i) the commissioner may not institute a proceeding against an effective registration statement under this subsection (1)(c) more than 1 year from the date of the injunction relied on; and
(ii) may not enter an order under this subsection (1)(c) on the basis of an injunction entered under any other state law unless that order or injunction was based on facts that would currently constitute a ground for an order under this section;
(d) the issuer's enterprise or method of business includes or would include activities that are illegal where performed;
(e) the offering has worked or tended to work a fraud upon purchasers or would so operate;
(f) when a security is sought to be registered by notification, it is not eligible for registration by notification;
(g) when a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by 30-10-204(1)(g);
(h) the applicant or registrant has failed to pay the proper registration fee, but the commissioner may enter only a denial order under this subsection, and shall vacate any denial order when the deficiency has been corrected; or
(i) the offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participation, or unreasonable amounts or kinds of options.
(2) The commissioner may not enter a suspension or revocation order against an effective registration statement on the basis of a fact or transaction known to the commissioner when the registration statement became effective.
(3) Upon the entry of an order under subsection (1), the commissioner shall promptly notify the issuer of the securities and the applicant or registrant that an order has been entered and of the reasons for the order and that, if requested by the issuer or registrant within 15 days after the receipt of the commissioner's notification, the matter will be set promptly for hearing. If a hearing is not requested within 15 days and none is ordered by the commissioner, the order will remain in effect until it is modified or vacated by the commissioner. If a hearing is requested or ordered, the commissioner, after notice of and opportunity for hearing, may affirm, modify, or vacate the order.
History: En. Sec. 12, Ch. 251, L. 1961; R.C.M. 1947, 15-2012; amd. Sec. 7, Ch. 272, L. 1987; amd. Sec. 8, Ch. 533, L. 1997.