§ 78A-49. Rules, forms, orders, and hearings.
§ 78A‑49. Rules, forms,orders, and hearings.
(a) The Administratormay from time to time make, amend, and rescind such rules, forms, and orders asare necessary to carry out the provisions of this Chapter, including rules andforms governing registration statements, applications, and reports, anddefining any terms, whether or not used in this Chapter, insofar as thedefinitions are not inconsistent with the provisions of this Chapter. For thepurpose of rules and forms the Administrator may classify securities, persons,and matters within his jurisdiction, and prescribe different requirements fordifferent classes. In order to protect the investing public, the Administratormay by rule or order prescribe suitability standards for investments inviatical settlement contracts.
(b) No rule, form, ororder may be made, amended, or rescinded unless the Administrator finds thatthe action is necessary or appropriate in the public interest or for theprotection of investors and consistent with the purposes fairly intended by thepolicy and provisions of this Chapter. In prescribing rules and forms theAdministrator may cooperate with the securities administrators of the otherstates and the Securities and Exchange Commission with a view to effectuatingthe policy of this statute to achieve maximum uniformity in the form andcontent of registration statements, applications, and reports whereverpracticable.
(c) The Administratormay by rule or order prescribe (i) the form and content of financial statementsrequired under this Chapter, (ii) the circumstances under which consolidatedfinancial statements shall be filed, and (iii) whether any required financialstatements shall be certified by independent or certified public accountants.All financial statements required to be filed with the Administrator shall beaudited and shall be prepared in accordance with generally accepted accountingprinciples, except where the Administrator may by rule or order provideotherwise. In determining whether to permit the filing of financial statementsthat have not been audited, the Administrator shall consider all of thefollowing factors:
(1) Whether lesserstandards for financial statements will impair investor protection.
(2) The cost ofpreparation of audited financial statements relative to the proposed offeringamount.
(3) Whether recentlyaudited financial statements of the issuer are available in addition to currentinterim statements.
(4) Whether the issuerhas commenced significant business operations.
(5) Any other factorsthat are relevant to the protection of the investing public.
(d) The Administratormay by rule or order require the filing of any prospectus, pamphlet, circular,form letter, advertisement, or other sales literature or advertisingcommunication addressed or intended for distribution to prospective investors,unless the security or transaction is exempted by G.S. 78A‑16 or 78A‑17(except 78A‑17(9), (17), and (19)) and such exemption has not been deniedor revoked under G.S. 78A‑18 or the security is a security covered underfederal law or the transaction is with respect to a security covered underfederal law.
(e) All rules and formsof the Administrator shall be published.
(f) No provision ofthis Chapter imposing any liability applies to any act done or omitted in goodfaith in conformity with any rule, form, or order of the Administrator,notwithstanding that the rule, form, or order may later be amended or rescindedor be determined by judicial or other authority to be invalid for any reason.
(g) Every hearing in anadministrative proceeding shall be public unless the Administrator in hisdiscretion grants a request joined in by all the respondents that the hearingbe conducted privately. (1925, c. 190, s. 11; 1927, c. 149, s. 11; 1973, c. 1380; 1987, c. 849,s. 6; 1997‑419, s. 11; 2001‑436, s. 10; 2003‑413, s. 4.)