Ga. Comp. R. & Regs. R. 590-4-2-.02 - Federal Covered Security Notice Filing Requirement for Offerings Pursuant to Rule 506
(1) An issuer of a
federal covered security under Section 18(b)(4)(D) of the Securities Act of
1933, that is not otherwise exempt under Sections
10-5-10 through
10-5-12 of the Act, is required to
submit a notice filing pursuant to subsection (2) hereof not later than fifteen
(15) days after the first sale of the federal covered security in this State or
the first Business Day following the fifteenth
(15th) day after the first sale of the federal
covered security in this State if the fifteenth
(15th) day is not a Business Day.
(2) Each required notice filing under this
Rule shall include the following:
a. A copy
of the most recently filed Form D as filed with the SEC; and
b. Payment of a non-refundable fee of
$250.00.
(3) Renewals. In
the event the offering is to continue pursuant to this exemption more than
twelve (12) months after the date on which the Commissioner issues his or her
receipt of filing, then it shall be necessary for the issuer to file a renewal
notice prior to the expiration of the original receipt of filing, containing
the following:
a. A copy of the most recently
filed Form D as filed with the SEC; and
b. Payment of a non-refundable fee of
$100.00.
(4) All filings
and fees required by this Rule shall be made electronically through the NASAA
Electronic Filing Depository ("EFD").
(5) This Rule shall apply to all Offerings in
which any sale is made within, or to any person in, the State of Georgia on or
after the thirtieth (30th) day following the date of
adoption hereof.
(6) Nothing in
this exemption is intended to or should be construed as in any way relieving
issuers or persons acting on behalf of issuers from providing disclosure to
prospective investors adequate to satisfy the antifraud provisions of Section
10-5-50 of the Act in view of the
objective of this section, and the purposes and policies underlying the
Act.
(7) Nothing in this section is
intended to relieve broker-dealers or agents from due diligence, suitability,
or "know your customer" standards or any other requirements of law otherwise
applicable to these persons.
(8)
Processing Fee. Each issuer submitting a notice filing required by this Rule
shall pay a $10.00 processing fee payable through the NASAA Electronic Filing
Depository ("EFD"). No portion of the processing fee is refundable.
Notes
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(1) An issuer of a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933, that is not otherwise exempt under Sections 10-5-10 through 10-5-12 of the Act, is required to submit a notice filing pursuant to subsection (2) hereof not later than fifteen (15) days after the first sale of the federal covered security in this State or the first Business Day following the fifteenth (15th) day after the first sale of the federal covered security in this State if the fifteenth (15th) day is not a Business Day.
(2) Each required notice filing under this Rule shall include the following:
(a) A copy of the most recently filed Form D as filed with the SEC; and
(b) Payment of a non-refundable fee of $250.00.
(3) The notice filing and fees required by this Rule may be made electronically as permitted by the Commissioner.
(4) This Rule shall apply to all Offerings in which any sale is made within, or to any person in, the State of Georgia on or after the thirtieth (30th) day following the date of adoption hereof.
(5) Nothing in this exemption is intended to or should be construed as in any way relieving issuers or persons acting on behalf of issuers from providing disclosure to prospective investors adequate to satisfy the antifraud provisions of Section 10-5-50 of the Act in view of the objective of this section, and the purposes and policies underlying the Act.
(6) Nothing in this section is intended to relieve broker-dealers or agents from due diligence, suitability, or "know your customer" standards or any other requirements of law otherwise applicable to these persons.