61-1-11 - Provisions applicable to registration generally.
61-1-11. Provisions applicable to registration generally.
(1) A registration statement may be filed by the issuer, another person on whose behalfthe offering is to be made, or a licensed broker-dealer.
(2) A person filing a registration statement shall pay a filing fee as determined underSection 61-1-18.4.
(3) A registration statement shall specify:
(a) the amount of securities to be offered in this state;
(b) the states in which a registration statement or similar document in connection withthe offering is or is to be filed; and
(c) an adverse order, judgment, or decree entered in connection with the offering by theregulatory authorities in each state or by a court or the Securities and Exchange Commission.
(4) A document filed under this chapter or a predecessor act within five years precedingthe filing of a registration statement may be incorporated by reference in the registrationstatement to the extent that the document is currently accurate.
(5) The division may permit the omission of an item of information or document from aregistration statement.
(6) In the case of a nonissuer distribution, information may not be required underSubsection (9) or Section 61-1-10 unless it is known to the person filing the registrationstatement or to the persons on whose behalf the distribution is to be made, or can be furnished bythem without unreasonable effort or expense.
(7) (a) The division may require as a condition of registration by qualification orcoordination:
(i) that security issued within the past three years or to be issued to a promoter for aconsideration substantially different from the public offering price, or to a person for aconsideration other than cash, be deposited in escrow; and
(ii) that the proceeds from the sale of the registered security be impounded until theissuer receives a specified amount from the sale of the security either in this state or elsewhere.
(b) The division may determine the conditions of an escrow or impounding required bythis Subsection (7), but it may not reject a depository solely because of location in another state.
(8) (a) A registration statement is effective for one year from its effective date.
(b) All outstanding securities of the same class as a registered security are considered tobe registered for the purpose of a nonissuer transaction:
(i) so long as the registration statement is effective; and
(ii) between the 30th day after the entry of a stop order suspending or revoking theeffectiveness of the registration statement under Section 61-1-12, if the registration statement didnot relate in whole or in part to a nonissuer distribution, and one year from the effective date ofthe registration statement.
(c) A registration statement may not be withdrawn for one year from its effective date if asecurity of the same class is outstanding.
(d) A registration statement may be withdrawn otherwise only in the discretion of thedivision.
(9) So long as a registration statement is effective and the offering is not completely sold,the division may require the person who filed the registration statement to file reports, not moreoften than quarterly, to keep reasonably current the information contained in the registrationstatement and to disclose the progress of the offering.
(10) (a) A registration statement may be amended after its effective date so as to increasethe securities specified to be offered and sold, if the public offering price and underwriters'discounts and commissions are not changed from the respective amounts of which the divisionwas informed.
(b) The amendment becomes effective when the division so orders.
(c) A person filing an amendment shall pay a registration fee as determined underSection 61-1-18.4 with respect to the additional securities proposed to be offered.
(d) The amendment relates back to the date of the sale of the additional security beingregistered, provided that within six months of the date of the sale the amendment is filed and theadditional registration fee is paid.
(11) (a) A security that is offered or sold under Section 4(5) of the Securities Act of 1933or that is a "mortgage related security" as defined in Section 3(a)(41) of the Securities ExchangeAct of 1934 may not be exempt under Subsection 61-1-14(1)(a) to the same extent as anobligation issued by or guaranteed as to principal and interest by the United States or an agencyor instrumentality of the United States. Accordingly, any such security shall comply with theapplicable registration and qualification requirements set forth in this chapter.
(b) This Subsection (11) specifically overrides the preemption of state law contained inSection 106(c) of the Secondary Mortgage Market Enhancement Act of 1984, Public LawNumber 98-440.
Amended by Chapter 351, 2009 General Session