§ 5305.
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§ 5305. Securities registration filings
(a)A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter.
(b)A person filing a registration statement shall pay a filing fee of $600.00. A person filing a registration statement in connection with the New England Crowdfunding Initiative shall be exempt from the filing fee requirement. Open-end investment companies shall pay a registration fee and an annual renewal fee for each portfolio as long as the registration of those securities remains in effect. The fee is nonrefundable.
(c)A registration statement filed under section 5303 or 5304 of this title must specify:
(1)the amount of securities to be offered in this State;
(2)the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and
(3)any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.
(d)A record filed under this chapter or the predecessor act within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate. Notwithstanding the provisions of this subsection, nothing shall prevent the Commissioner or the Commissioner’s designee from requiring the applicant or registrant to refurnish any previously filed records that the applicant or registrant incorporated by reference in the registration statement.
(e)In the case of a nonissuer distribution, information or a record may not be required under subsection
(i)of this section or section 5304 of this title, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.
(f)A rule adopted or order issued under this chapter may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow and that the proceeds from the sale of the registered security in this State be impounded until the issuer receives a specified amount from the sale of the security either in this State or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this chapter, but the Commissioner may not reject a depository institution solely because of its location in another state.
(g)A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five years.
(h)Except while a stop order is in effect under section 5306 of this title, a registration statement is effective for one year after its effective date or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the Commissioner.
(i)While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.
(j)A registration statement may be amended after its effective date. The post-effective amendment becomes effective 30 days after filing unless the Commissioner has issued a stop order.
(k)At the time of filing a request for exemption from registration, the applicant shall pay a fee of $200.00. (Added 2005, No. 11, § 1, eff. July 1, 2006; amended 2007, No. 49, § 27; 2007, No. 76, § 24, eff. June 7, 2007; 2007, No. 153 (Adj. Sess.), § 30; 2011, No. 78 (Adj. Sess.), § 33, eff. April 2, 2012; 2019, No. 57, § 18; 2021, No. 139 (Adj. Sess.), § 3, eff. May 27, 2022.)