47-31B-305 Securities registration filings.
Securities registration filings.
(a) Who may file. A registration statement may
be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer
registered under this chapter.
(b) Filing fee. A person filing a registration statement shall pay a filing fee as follows: On the
first five hundred thousand dollars of the total proposed sale price of the securities covered by such
registration, the sum of one dollar per thousand dollars. All registrations over five hundred thousand
dollars, the sum of five hundred dollars, plus seventy-five cents per thousand dollars of excess over
five hundred thousand dollars. The minimum fee is one hundred dollars. The maximum fee is two
thousand dollars. If a registration statement is withdrawn before the effective date or a pre-effective
stop order is issued under § 47-31B-306, the director shall retain the minimum fee of one hundred
(c) Status of offering. A registration statement filed under § 47-31B-303 or 47-31B-304 must
The amount of securities to be offered in this state;
The states in which a registration statement or similar record in connection with the
offering has been or is to be filed; and
Any adverse order, judgment, or decree issued in connection with the offering by a state
securities regulator, the Securities and Exchange Commission, or a court.
(d) Incorporation by reference. A record filed under this chapter or the predecessor act within five
years preceding the filing of a registration statement may be incorporated by reference in the
registration statement to the extent that the record is currently accurate.
(e) Nonissuer distribution. In the case of a nonissuer distribution, information or a record may
not be required under subsection (h) or § 47-31B-304, unless it is known to the person filing the
registration statement or to the person on whose behalf the distribution is to be made or unless it can
be furnished by those persons without unreasonable effort or expense.
(f) Form of subscription. A rule adopted or order issued under this chapter may require as a
condition of registration that a security registered under this chapter be sold only on a specified form
of subscription or sale contract and that a signed or conformed copy of each contract be filed under
this chapter or preserved for a period specified by the rule or order, which may not be longer than
(g) Effective period. Except while a stop order is in effect under § 47-31B-306, a registration
statement is effective for one year after its effective date, or for any longer period designated in an
order under this chapter during which the security is being offered or distributed in a nonexempted
transaction by or for the account of the issuer or other person on whose behalf the offering is being
made or by an underwriter or broker- dealer that is still offering part of an unsold allotment or
subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction,
all outstanding securities of the same class identified in the registration statement as a security
registered under this chapter are considered to be registered while the registration statement is
effective. If any securities of the same class are outstanding, a registration statement may not be
withdrawn until one year after its effective date. A registration statement may be withdrawn only
with the approval of the director. A fee of one hundred dollars is required for any extension of
(h) Periodic reports. While a registration statement is effective, a rule adopted or order issued
under this chapter may require the person that filed the registration statement to file reports, not more
often than quarterly, to keep the information or other record in the registration statement reasonably
current and to disclose the progress of the offering. The only fee required for filing a report under
this subsection (h) is for the annual report. The annual report fee is twenty-five dollars.
(i) Post-effective amendments. A registration statement may be amended after its effective date.
The post-effective amendment becomes effective when the director so orders. If a post- effective
amendment is made to increase the number of securities specified to be offered or sold, the person
filing the amendment shall pay a late registration fee of twenty five dollars and a filing fee,
calculated in the manner specified in subsection (b). A post-effective amendment relates back to the
date of the offering of the additional securities being registered if, within one year after the date of
the sale, the amendment is filed and the additional registration fee is paid.
Source: SL 2004, ch 278, § 14.