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

(1) An application filed pursuant to T.C.A. § 48-1-106 shall contain, at a minimum, all of the information and the documents specified in Schedule A of the 1933 Act to the extent applicable, unless filed pursuant to a registration statement or notice filing format prescribed by the SEC.

(2) A prospectus or offering circular shall be submitted with a completed and properly executed Form U-1 and the appropriate filing fee computed in accordance with T.C.A. § 48-1-107(b), and shall contain or be accompanied by the following information;

(a) The Uniform Consent to Service of Process on Form U-2 required by T.C.A. § 48-1-124(e);

(b) The Uniform Form of Corporate Resolution on Form U-2A, if applicable;

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

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

(3) All notices, circulars, advertisements, sales literature, or communications required to be filed by T.C.A. § 48-1-106(b)(5) shall be filed according to the terms and conditions set forth in Rule 0780-04-02-.04.

(4) All offerings registered by qualification are subject to review under the applicable portions of Rule 0780-04-02-.06.

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

Notes

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

Original rule filed January 13, 1983; effective February 14, 1983. Repeal and new rule filed September 28, 1990; effective November 12, 1990. Repeal and new rule filed March 16, 2015; effective 6/14/2015.

Authority: T.C.A. §§ 48-1-106, 48-1-107, 48-1-113, 48-1-115, 48-1-116, 48-1-121(c), 48-1-124(e), and Public Acts of 2001, Chapter 61.