Registration by Qualification Flashcards
What is registration by qualification?
Qualification must be used for securities that will not register with the SEC, but are required to register with the state, or for a security which is registered in only one state (intrastate security).
Registration by _______ is the most difficult
Registration by Qualification is a more complex procedure for registering a new issue.
What documents is needed for registration statement for qualification?
Name, address, and form of organization, date organized, and state or foreign jurisdiction in which organized
Character and location of issuer’s business, major assets, competitive conditions of its industry or business; for each director and officer, their name, address, and occupation for the last 5 years, as well as the amount of issuer’s securities owned
Total remuneration to be paid to all directors and officers
For each person owning 10% or more of the issuer’s equity securities, their name, address, and amount of the issuer’s securities owned
Capitalization and long-term debt of the issuer
Kind and amount of securities to be offered, as well as the proposed offering price
Maximum and minimum amounts of underwriters’ compensation, any other selling expenses, and copies of any underwriting agreements
Estimate of the proceeds to be received from the offering and the purposes for which they will be used
A description of any current, material litigation in which the issuer is involved
A copy of any prospectus, circular, advertisement or other sales literature to be used as of the effective date
A copy of the issuer’s articles of incorporation and by-laws (or their equivalent), a copy of the security, and, if applicable, a copy of any indenture or similar instrument
A legal counsel opinion as to the legality of the security being registered, stating whether the security is fully paid and nonassessable, and, in the case of a debt security, whether it is a binding obligation of the issuer (nonassessable means the issuer cannot legally demand any more money from the investor other than what the investor originally paid to buy the security)
Financial statements of the issuer dated within 4 months prior to filing, including a balance sheet and a profit and loss (income) statemen
When does the registration by qualification become effective?
When the admin chooses
