Registration by Filing (Notification) Flashcards
What is registration by filing(notification)?
Registration by filing allows an issuer to register securities by filing the same information supplied to the SEC with each state administrator involved in the offering.
Registration by filing is the ______and least ______ form of state registration and only permitted by certain issuers.
easiest and least costly
What are the conditions needed in order to do a registration by filing?
must be a well-established corporate issuer who have filed a registration statement with the SEC as required under the Securities Act of 1933.
must have a net worth of at least $4 million
have at least 400,000 shares held by the public
here must be at least 4 market makers for at least 30 days during the preceding 3 months
the offering price must be at least $5 per share.
what is notice filing?
federal covered securities may rely on the SEC to inform each administrator involved in the offering.
Are federal covered securities exempt from paying a filing fee when doing a notice filing?
No The issuer is still required to pay a filing fee with each state involved and may be required to submit the SEC registration documents to each administrator.
What must be included in the registration statement, of the registration by filing?
A statement demonstrating the issuer’s eligibility
The name, address, and form of business
A description of the security being offered
A copy of the offering circular and prospectus filed with the SEC
what is a non issuer distribution?
It is when the sale of the securities do not benefit the issuer. It usually benefits someone else like an officer or insider of the issuer. (someone who owns a large stock position who wants to sell)
UITs can qualify for registration by filing if…
The applicant previously qualified the sale of its securities within the preceding 24 months
The applicant is in compliance with the material terms of prior registrations
Since the prior registration, there has been no material change in the terms, method of distributing, investment practices or objectives, or sales terms of its securities
