48-2-125 - Notice filing and fee requirements for covered securities.
48-2-125. Notice filing and fee requirements for covered securities.
(a) (1) Any issuer, except an issuer of any security that is a covered security under § 48-2-102(7)(F)(iv), which proposes to sell any security which is a covered security shall file with the commissioner, prior to a sale of such security in this state, a notice consisting of all documents filed with the securities and exchange commission, together with:
(A) A consent to service of process as provided under § 48-2-124(e); and
(B) A non-refundable filing fee of $500.
Notwithstanding subdivisions (a)(1)(A) and (B), no filing or fee is required with respect to any security that is a covered security pursuant to § 48-2-102(7)(A), (B), or (C), or will be such a covered security upon completion of the transaction, or is a security of the same issuer that is equal in seniority or that is a senior security to a security that is a covered security pursuant to § 48-2-102(7)(A), (B), or (C).
(2) After the initial offer of a covered security in this state, all documents that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the Securities Act of 1933 shall be filed concurrently with the commissioner.
(3) All documents referred to in subdivisions (a)(1) and (a)(2) which have been filed and recorded on the Electronic Data Gathering Access and Retrieval (EDGAR) system, or other electronic data gathering system maintained by the securities and exchange commission, may be utilized in lieu of filing such documents in paper form with the commissioner or the commissioner's designee, provided that the person making the notice filing provides an accurate filing number or other identifying designation issued by the securities and exchange commission, and that a printed or electronically stored copy is immediately accessible to the commissioner or the commissioner's designee.
(b) With respect to any security that is a covered security under § 48-2-102(7)(F)(iv), the issuer shall file with the commissioner, no later than 15 days after the first sale of such covered security in this state, a notice consisting of:
(1) An SEC Form D, including the Appendix and Part E signed by the issuer;
(2) A consent to service of process signed by the issuer; and
(3) A non-refundable filing fee of five hundred dollars ($500).
For purposes of this section, Form D is defined as the document, as adopted by the securities and exchange commission and in effect on September 1, 1996, entitled FORM D; Notice of Sale of Securities pursuant to Regulation D, Section 4(6), and/or Uniform Limited Offering Exemption, including Part E and the Appendix.
(c) (1) Notice filings made pursuant to subsection (a) expire annually on December 31 of each year, except notice filings made by an investment company that is registered under the Investment Company Act of 1940, or that has filed a registration statement under the Securities Act of 1933. Notice filings may be renewed by making a filing and paying a fee as provided under subsection (a) no later than the close of business on the tenth business day prior to the date of expiration.
(2) Notice filings made by an investment company that is registered under the Investment Company Act of 1940, or that has filed a registration statement under the Securities Act of 1933 expire annually two (2) months after the issuer's fiscal year end and may be renewed by making a filing and paying a fee as provided under subsection (a) within two (2) months after the issuer's fiscal year end.
(d) The commissioner may issue a stop order suspending the offer and sale of a covered security, except a covered security under § 18(b)(1) of the Securities Act of 1933, upon a finding that:
(1) The order is in the public interest; and
(2) There is a failure to comply with any filing or fee required under this part.
Any issuer of a covered security that does not promptly remedy a delay in payment of any fee or promptly remedy a delay in making any filing required under this part shall be deemed not to have complied with such filing or fee requirements. For purposes of this provision, an issuer will have promptly remedied a delay in payment or filing if such issuer remits such required fee or filing within ten business days of receipt of notification of the delay or underpayment.
[Acts 1997, ch. 164, § 8; 2001, ch. 61, §§ 15-17.]