Tenn. Comp. R. & Regs. 0780-04-02-.01 - REGISTRATION BY COORDINATION

(1) Securities may be registered by coordination with SEC registration. A registration statement and a prospectus for such securities shall be filed with a completed and properly executed Form U-1, including all applicable exhibits thereto, a Form U-2, a Form U-2A (if applicable), and the appropriate filing fee computed in accordance with T.C.A. § 48-1-107(b). The registrant shall also provide, or in Item 8(k) of the Form U-1 undertake to provide promptly if unavailable on the date of filing:

(a) Any additional exhibits included in Part II of the applicable SEC registration statement;

(b) Any applicable cross-reference sheet, including but not limited to cross-reference sheets adopted by NASAA; and

(c) Such other information as the Division may require to determine that the offering meets applicable fairness guidelines and that the registration statement does not include any untrue statement of a material fact required to be stated therein or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they are made, not misleading.

(2) Only those offerings registered by coordination in this state on Forms 1-A, S-1, S-2, S-3, S-4, S-11, SB-1, and SB-2, or any successors to these forms, are subject to review under the applicable portions of Rule 0780-04-02-.06.

(3) Until such time as an applicant has complied with all filing requirements and Division comments, the applicant may waive automatic concurrent effectiveness by written notice to the Division. Once an applicant has fully complied with the filing requirements set forth in the Act and in these Rules, and has satisfied all outstanding comments issued by the Division, the commissioner shall make the application to register effective or conditionally clear the application to register until notification of SEC effectiveness, subject to any condition or limitations imposed by the Division. The Division shall give notice by mail of the effective date of registration to each registrant, but such notice shall be conditioned upon the Division's receipt of notice from the applicant of the date that its registration statement was made effective by the SEC.

(4) Every registration statement covering securities registered by coordination is effective for one (1) year from the effective date. Renewals of registrations by coordination may be made in accordance with Rule 0780-04-02-.05.

Notes

Tenn. Comp. R. & Regs. 0780-04-02-.01

Original rule filed September 9, 1980; effective October 24, 1980. Repeal and new rule filed September 28, 1990; effective November 12, 1990. Amendment filed April 5, 2004; effective June 19, 2004. Repeal and new rule filed March 16, 2015; effective 6/14/2015.

Authority: T.C.A. §§ 48-1-105, 48-1-107, 48-1-115, and 48-1-116.