90.500 - Provisions applicable to registration generally.
90.500 Provisions applicable to registration generally.
1. A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed under this chapter.
2. Except as otherwise provided in subsection 3, a person filing a registration statement shall pay a filing fee of 0.2 percent of the maximum aggregate offering price at which the registered securities are to be offered in this State, but not less than $700 or more than $5,000. If a registration statement is withdrawn before the effective date or a pre-effective order is entered under NRS 90.510, the Administrator shall retain the fee.
3. An open-end management company, a face-amount certificate company or a unit investment trust, as defined in the Investment Company Act of 1940, may register an indefinite amount of securities under a registration statement. The registrant shall pay:
(a) A fee of $1,000 at the time of filing; and
(b) Within 60 days after the registrant’s fiscal year during which its statement is effective, a fee of $4,000, or file a report on a form the Administrator adopts, specifying its sale of securities to persons in this State during the fiscal year and pay a fee of 0.2 percent of the aggregate sales price of the securities sold to persons in this State, but the latter fee must not be less than $700 or more than $5,000.
4. Except as otherwise permitted by subsection 3, a statement must specify:
(a) The amount of securities to be offered in this State and the states in which a statement or similar record in connection with the offering has been or is to be filed; and
(b) Any adverse order, judgment or decree entered by a securities agency or administrator in any state or by a court or the Securities and Exchange Commission in connection with the offering.
5. A record filed under this chapter as now or previously in effect, within 5 years before the filing of a registration statement, may be incorporated by reference in the registration statement if the record is currently accurate.
6. The Administrator by regulation or order may permit the omission of an item of information or record from a statement.
7. In the case of a nonissuer offering, the Administrator may not require information under subsection 13 or NRS 90.510 unless it is known to the person filing the registration statement or to the person on whose behalf the offering is to be made, or can be furnished by one of them without unreasonable effort or expense.
8. In the case of a registration under NRS 90.480 or 90.490 by an issuer who has no public market for its shares and no significant earnings from continuing operations during the last 5 years or any shorter period of its existence, the Administrator by regulation or order may require as a condition of registration that the following securities be deposited in escrow for not more than 3 years:
(a) A security issued to a promoter within the 3 years immediately before the offering or to be issued to a promoter for a consideration substantially less than the offering price; and
(b) A security issued to a promoter for a consideration other than cash, unless the registrant demonstrates that the value of the noncash consideration received in exchange for the security is substantially equal to the offering price for the security.
Ê The Administrator by regulation may determine the conditions of an escrow required under this subsection, but the Administrator may not reject a depository solely because of location in another state.
9. The Administrator by regulation may require as a condition of registration under NRS 90.480 or 90.490 that the proceeds from the sale of the registered security in this State must be impounded until the issuer receives a specified amount from the sale of the security. The Administrator by regulation or order may determine the conditions of an impounding arrangement required under this subsection, but the Administrator may not reject a depository solely because of its location in another state.
10. If a security is registered pursuant to NRS 90.470 or 90.480, the prospectus filed under the Securities Act of 1933 must be delivered to each purchaser in accordance with the requirements of that act for the delivery of a prospectus.
11. If a security is registered pursuant to NRS 90.490, an offering record containing information the Administrator by regulation or order designates must be delivered to each purchaser with or before the earliest of:
(a) The first written offer made to the purchaser by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by it as a participant in the distribution;
(b) Confirmation of a sale made by or for the account of a person named in paragraph (a);
(c) Payment pursuant to a sale; or
(d) Delivery pursuant to a sale.
12. Except for a registration statement under which an indefinite amount of securities are registered as provided in subsection 3, a statement remains effective for 1 year after its effective date unless the Administrator by regulation extends the period of effectiveness. A registration statement under which an indefinite amount of securities are registered remains effective until 60 days after the beginning of the registrant’s next fiscal year following the date the statement was filed. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of a nonissuer transaction while the registration statement is effective, unless the Administrator by regulation or order provides otherwise. A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this State, unless the Administrator by regulation or order provides otherwise. No registration statement is effective while an order is in effect under subsection 1 of NRS 90.510.
13. During the period that an offering is being made pursuant to an effective registration statement, the Administrator by regulation or order may require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.
14. A registration statement filed under NRS 90.470 or 90.480 may be amended after its effective date to increase the securities specified to be offered and sold. The amendment becomes effective upon filing of the amendment and payment of an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold. The effectiveness of the amendment relates back to the date or dates of sale of the additional securities being registered.
15. A registration statement filed under NRS 90.490 may be amended after its effective date to increase the securities specified to be offered and sold, if the public offering price and underwriters’ discounts and commissions are not changed from the respective amounts which the Administrator was informed. The amendment becomes effective when the Administrator so orders and relates back to the date of sale of the additional securities being registered. A person filing an amendment shall pay an additional filing fee of 3 times the fee otherwise payable, calculated in the manner specified in subsection 2, with respect to the additional securities to be offered and sold.
(Added to NRS by 1987, 2167; A 1989, 160; 1991, 598; 2003, 3169; 2003, 20th Special Session, 116)