15 CSR 30-54.210 - Notice Filings for Transactions under Regulation D, Rule 506

PURPOSE: This rule prescribes the policies and procedures applicable to transactions in Missouri under Regulation D, Rule 506.

(1) Rule 506. The issuer shall file a notice under section 409.3-302(c), RSMo, as stated in sections (2) and (3) below.

(2) Notice Filings for Rule 506. The notice filing required for transactions in Missouri under 17 CFR 230.506, unless the securities or transactions would qualify for an exemption under sections 409.2-201, 409.2-202, or 409.2-203 of the Act, shall meet the requirements of subsection (A) or (B).

(A) Paper Filing. A paper filing shall be made with the commissioner and shall consist of-

1. One (1) paper copy of the electronic Form D filed with the SEC;

2. The filing fee of one hundred dollars ($100) as described in 15 CSR 30-50.030; and

3. A cover letter stating the date on which the first sale of securities had occurred in Missouri or whether no sales have yet occurred in Missouri.

(B) Electronic Filing. A notice filing and related fees as described in 15 CSR 30-50.030 shall be transmitted to the Electronic Filing Depository, operated by the North American Securities Administrators Association, pursuant to 15 CSR 30-50.020(2).

(3) Each notice filing made pursuant to section (2) shall be filed no later than fifteen (15) calendar days after the first sale of the securities in Missouri, unless the due date falls on a Saturday, Sunday, or holiday, in which case the due date is the first business day following.

(4) Amendments. During the period of the offering, the issuer shall take steps necessary to insure that all material information contained in the notice filing remains current and accurate.

Notes

15 CSR 30-54.210

AUTHORITY: sections 409.2-203, 409.3302, and 409.6-605, RSMo 2016.* Emergency rule filed Aug. 12, 1982, effective Aug. 22, 1982, expired Dec. 10, 1982. Original rule filed Aug. 11, 1982, effective Dec. 11, 1982. Emergency amendment filed Aug. 1, 1984, effective Aug. 11, 1984, expired Nov. 11, 1984. Amended: Filed Aug. 1, 1984, effective Nov. 11, 1984. Amended: Filed Jan. 14, 1987, effective June 25, 1987. Amended: Filed Oct. 15, 1987, effective Jan. 29, 1988. Amended: Filed Jan. 3, 1990, effective March 11, 1990. Rescinded and readopted: Filed Feb. 18, 2003, effective Aug. 30, 2003. Emergency amendment filed Aug. 26, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 27, 2003, effective Feb. 29, 2004. Amended: Filed Nov. 30,

AUTHORITY: sections 409.2-203, 409.3-302, and 409.6-605, RSMo Supp. 2010.* Emergency rule filed Aug. 12, 1982, effective Aug. 22, 1982, expired Dec. 10, 1982. Original rule filed Aug. 11, 1982, effective Dec. 11, 1982. Emergency amendment filed Aug. 1, 1984, effective Aug. 11, 1984, expired Nov. 11, 1984. Amended: Filed Aug. 1, 1984, effective Nov. 11, 1984. Amended: Filed Jan. 14, 1987, effective June 25, 1987. Amended: Filed Oct. 15, 1987, effective Jan. 29, 1988. Amended: Filed Jan. 3, 1990, effective March 11, 1990. Rescinded and readopted: Filed Feb. 18, 2003, effective Aug. 30, 2003. Emergency amendment filed Aug. 26, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 27, 2003, effective Feb. 29, 2004. Amended: Filed Nov. 30, 2010, effective May 30, 2011 . Amended by Missouri Register July 1, 2015/Volume 40, Number 13, effective 8/31/2015 Amended by Missouri Register August 15, 2018/Volume 43, Number 16, effective 10/1/2018