Haw. Code R. § 16-39-355 - Documents to be filed for SCOR registration

In addition to filing a properly completed SCOR form, an applicant for SCOR registration shall file the following exhibits with the commissioner:

(1) Form of selling agency agreement;

(2) The issuer's articles of incorporation, articles of organization, or other charter documents, and all amendments thereto;

(3) The issuer's bylaws or operating agreement, as amended to date;

(4) Copies of any resolutions by directors setting forth terms and provisions of capital stock to be issued or by managers or managing members setting forth terms and provisions of capital ownership interest to be issued;

(5) Any indenture, form of note, or other contractual provision containing terms of notes or other debt, or of options, warrants, or rights to be offered;

(6) Specimen of security or ownership interest certificate to be offered (including any legend restricting resale);

(7) Consent to service of process accompanied by appropriate corporate or company resolution;

(8) Copy of all advertising or other materials directed to or to be provided to investors in the offering;

(9) Form of escrow agreement for the escrow of proceeds;

(10) Consent to inclusion in the disclosure document of the accountant's report;

(11) Consent to inclusion in the disclosure document of any tax adviser's opinion or description of tax consequences;

(12) Consent to inclusion in the disclosure document of any evaluation of litigation or administrative action by counsel;

(13) Form of any subscription agreement for the purchase of securities in this offering;

(14) Opinion of an attorney licensed to practice in a state or territory of the United States that the securities to be sold in the offering have been duly authorized and when issued upon payment of the offering price shall be legally and validly issued, fully paid, and nonassessable and binding on the issuer in accordance with their terms; and

(15) Agreement by the registrant that the registrant shall not split its common stock or common ownership interests, or declare a stock or ownership interest dividend, for two years after the effectiveness of the registration.

Notes

Haw. Code R. § 16-39-355

[Eff 6/30/08] (Auth: HRS § 485A-606) (Imp: HRS § 485A-303) Comp 11/18/2023