Tenn. Comp. R. & Regs. 0780-04-02-.05 - RENEWALS

(1) Registration statements are effective for a period of one (1) year from the date of effectiveness and may be renewed, unless a more specific rule regulating a certain type of security states to the contrary, for additional periods of one (1) year by filing an application for renewal not later than twenty (20) days prior to the expiration of the present registration period. The application for renewal must contain the following:

(a) A completed and properly executed Form U-1, Form U-2, and, if applicable, Form U-2A;

(b) One (1) copy of the latest form of prospectus and each supplement to the latest form of prospectus, if any;

(c) A sales report containing:

1. The number of Tennessee investors;

2. The number of shares of each class of securities sold to Tennessee investors during the present registration period; and

3. The aggregate offering amount of each class of securities sold to Tennessee investors during the present registration period.

(d) A copy of the issuer's financial statements for the most recent fiscal year end, prepared in accordance with generally accepted accounting principles;

(e) A statement specifying the section of the Act pursuant to which the registration statement is to be renewed;

(f) The appropriate filing fee computed in accordance with T.C.A. § 48-1-107(b); and

(g) Any other such information, forms, or documents as the Division may request.

(2) If the issuer elects to increase the amount of securities registered in the state at the time of renewal by amending the Form U-1 to reflect the increased amount to be registered, the filing fee required under subparagraph (1)(f) must be computed based upon the increased amount of securities.

(3) If the name of the offering or the name of the issuer has been changed during the present registration period without prior notice to the Division, or if the name of the offering or the name of the issuer will be changed as part of an upcoming renewal, the application for renewal must include the following items in addition to the items listed under paragraph (1):

(a) A completed and properly executed Form U-1, Form U-2, and, if applicable, Form U-2A, each amended to reflect the change in name(s); and

(b) If changing the name of the offering, the fee as set forth in T.C.A. § 48-1-107(n).

(4) All forms and documents required under this Rule and which have been filed and recorded on the Electronic Data Gathering Access and Retrieval (EDGAR) system, the Interactive Data Electronic Applications (IDEA) system, the Electronic Filing Depository (EFD), or any other electronic data gathering system either maintained by the SEC or approved by the Division, may be incorporated by reference in lieu of filing such documents in paper form. If an issuer applying for renewal of registration elects to file such forms by reference, the issuer must:

(a) Provide an accurate filing number or other designation used by the SEC;

(b) Ensure that a printed or electronically stored copy of all required documents and forms is immediately accessible to the Division; and

(c) Provide the Division with a paper copy of such forms upon request.

Notes

Tenn. Comp. R. & Regs. 0780-04-02-.05

Original rule filed September 28, 1990; effective November 12, 1990. Repeal and new rule filed March 16, 2015; effective June 14, 2015. Amendments filed February 1, 2018; effective 5/2/2018.

Authority: T.C.A. §§ 48-1-106, 48-1-107, 48-1-115, 48-1-116, and Public Acts of 2001, Chapter 61.