Section 409.3-302

Title XXVI TRADE AND COMMERCE

Chapter 409

Effective - 28 Aug 2020, 2 histories   

  409.3-302.  Notice filing. — (a)  With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(2)), that is not otherwise exempt under sections 409.2-201 to 409.2-203, a rule adopted or order issued under this act may require the filing of any or all of the following records:

  (1)  Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with section 409.6-611 signed by the issuer and the payment of a fee of one hundred dollars;

  (2)  After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933; and

  (3)  To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee of one-twentieth of one percent of the amount of securities sold in this state during that previous fiscal year.  In no case shall this fee exceed three thousand dollars.

  (b)  A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission.  On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this act to be filed and by paying a renewal fee of one hundred dollars.  A previously filed consent to service of process complying with section 409.6-611 may be incorporated by reference in a renewal.  A renewed notice filing becomes effective upon the expiration of the filing being renewed.

  (c)  With respect to a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933(15 U.S.C. Section 77r(b)(4)(D)), a rule under this act may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with section 409.6-611 signed by the issuer not later than fifteen days after the first sale of the federal covered security in this state and the payment of a fee of one hundred dollars; and the payment of a fee of fifty dollars for any late filing.

  (d)  Except with respect to a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)), if the commissioner finds that there is a failure to comply with a notice or fee requirement of this section, the commissioner may issue a stop order suspending the offer and sale of a federal covered security in this state.  If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the commissioner.

  (e)  With respect to a security that is a federal covered security under Section 18(b)(3) or 18(b)(4) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(3) or 77r(b)(4)), a rule under this act may require a notice filing by or on behalf of an issuer to include:

  (1)  A copy of Form 1-A, Parts I through III, as well as all other forms and appendices required and promulgated by the Securities and Exchange Commission;

  (2)  A consent to service of process complying with section 409.6-611 signed by the issuer no later than the fifteenth day after the first sale of the federal covered security in this state and the payment of a fee of one hundred dollars; and

  (3)  The payment of a fee of fifty dollars for any late filing.

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(L. 2003 H.B. 380, A.L. 2020 S.B. 599)