R164-9-1 - Registration by Coordination
R164-9-1. Registration by Coordination
(A) Authority and purpose
(1) The Division enacts this rule under authority granted by Sections 61-1-9, 61-1-11 and 61-1- 24.
(2) This rule sets forth the procedure and requirements to be met when applying for registration by coordination in Utah. Any security for which a registration statement under the Securities Act of 1933 or a notification under Regulation A, 17 C.F.R. sections 230.251 through 230.263(1994), has been filed with the SEC in connection with the same offering may be registered by coordination under Section 61-1-9.
(3) The rule also authorizes optional electronic filing of registration statements and allows an optional modification of the term of effectiveness to facilitate simultaneous electronic filing.
(4) Offerings which are registered, as opposed to being exempt from registration, in less than 20 states, including the state of Utah, are subject to the requirements of Section R164-11-1. Failure to comply with the requirements of Section R164-11-1 may be grounds for denial, suspension or revocation of effectiveness of a registration statement filed under Section 61-1-9.
(1) "Designee" means any person or entity authorized and recognized by the Division in this rule to accept filings on behalf of the Division by electronic or other means of communication.
(2) "Division" means the Division of Securities, Utah Department of Commerce.
(3) "NASAA" means the North American Securities Administrators Association, Inc.
(4) "Registration Statement" means the registration statement filed under the Securities Act of 1933 or the notification filed under Regulation A, 17 C.F.R. sections 230.251 through 230.263(1994).
(5) "SEC" means the United States Securities and Exchange Commission.
(6) "SRD" means the Securities Registration Depository, Inc.
(C) Registration requirements
(1) An issuer may register securities by submitting to the Division or its designee the following:
(1)(a) One original application on NASAA Form U-1 - Uniform Application to Register Securities;
(1)(b) One copy of the registration statement, including exhibits, together with all amendments as filed with the SEC under the Securities Act of 1933 or SEC Regulation A;
(1)(c) One original NASAA Form U-2 - Uniform Consent to Service of Process;
(1)(d) A fee as specified in the Division's fee schedule; and
(1)(e) Any additional documents or information which the Division requests.
(2) No document or application shall be deemed to be filed, and the 20 working day period referred to in Subsection 61-1-9(3)(b) shall not begin, until all items required by Subparagraph (C)(1) have been received by the Division or its designee.
(3) Where the Division notifies the registrant in writing of any missing or incomplete documents or information, or other deficiencies in the registration statement, registrant must respond promptly. If the registrant does not respond to the Division in writing within 30 calendar days of the mailing date of the Division's letter, the registration statement will be deemed incomplete and action may be taken to deny the effectiveness of the registration statement, and to impose a fine.
(D) Additional notification to the Division
The registrant shall notify the Division within two business days upon the receipt of any stop order, denial, order to show cause, suspension or revocation order, injunction or restraining order, or similar order entered or issued by any state or other regulatory authority or by any court, concerning the securities covered by this application or other securities of the issuer currently being offered to the public.
(E) Effective date
(1) The registration statement becomes effective as set forth in Subsection 61-1-9(3).
(2) The registration statement is effective for one year from its effective date with the Division.
(3) A registration statement which does not become effective within one year from the filing date may be deemed materially incomplete and action may be taken to deny effectiveness to the registration statement.
(4) To facilitate the coordination of expiration dates with other states, the issuer may request a specific term of effectiveness which does not exceed one year.
(F) Post effective amendments
A registration statement may be amended by filing with the Division or its designee an amended NASAA Form U-1 - Uniform Application to Register Securities, and an amended registration statement. The amendment becomes effective when the Division so orders.
The registrant may re-register securities, for which a registration statement is about to expire, by submitting to the Division or its designee, a NASAA Form U-1, an updated registration statement and the filing fee specified in the Division's fee schedule.
(H) Closing report
Within 30 days of the close of the offering or the expiration of the registration statement, whichever occurs first, the registrant shall file a closing report. The closing report must be filed on Division Form 9-1.
(I) Recognized designee
(1) The Division authorizes and recognizes the SRD as designee to receive filings under this rule on behalf of the Division, including but not limited to applications, registration statements and fees.
(2) The designation provided in this rule is for the sole purpose of receiving filings on behalf of the Division and then transmitting those documents to the Division, or for any other purpose which the Division may prescribe by order or release.
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