§ 36b-19 — (Formerly Sec. 36-488). Registration statement filed by issuer, person on whose behalf offering is to be made or registered broker-dealer. Fee. Contents. Effective date. Regulation by commissioner.

Connecticut § 36b-19

• Jurisdiction: Connecticut
• Title 36b: Connecticut Securities Law and Business Opportunity Investment Act
• Ch. 672a: Uniform Securities Act

Text

(a) A registration statement may be filed with the commissioner, or with any other depository that the commissioner may designate by regulation or order, by the issuer, any other person on whose behalf the offering is to be made or a registered broker-dealer. (b) Every person filing a registration statement for registration by coordination and qualification shall pay a nonrefundable filing fee of one-tenth of one per cent of the maximum aggregate offering price of securities to be offered in this state, such fee not to exceed fifteen hundred dollars nor to be less than three hundred dollars. (c) Every registration statement shall specify (1) the amount of securities to be offered; (2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed; (3) the name of any broker-dealer or agent of issuer registered to do business under sections 36b-2 to 36b-34 , inclusive, who may offer the securities in this state; and (4) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the Securities and Exchange Commission. (d) Any document filed under sections 36b-2 to 36b-34 , inclusive, or a 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 document is currently accurate. (e) The commissioner may by regulation or otherwise permit the omission of any item of information or document from any registration statement. (f) In the case of a nonissuer distribution, information may not be required under section 36b-18 or subsection (j) of this section unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense. (g) The commissioner may by regulation or order require as a condition of registration by qualification or coordination (1) that any security issued within the past three years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) 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 commissioner may by regulation or order determine the conditions of any escrow or impounding required hereunder, but he may not reject a depository solely because of location in another state. (h) The commissioner may by regulation or order require as a condition of registration that any security registered by qualification or coordination be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed with the commissioner or preserved for any period up to three years specified in the regulation or order. (i) Every registration statement is effective for one year from its effective date, except during the time a stop order is in effect under section 36b-20 . All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction (1) as long as the registration statement is effective, and (2) between the thirtieth day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under section 36b-20 if the registration statement did not relate in whole or in part to a nonissuer distribution and one year from the effective date of the registration statement. A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding; provided, if within such one-year period the security or transaction covered by such registration statement becomes eligible for an exemption from registration, the registration statement shall be terminated if the commissioner is notified in writing within such one-year period of the exempt status of the security or transaction. A registration statement may be withdrawn otherwise only in the discretion of the commissioner. (j) As long as a registration statement is effective, the commissioner may by regulation or order require the person who filed the registration statement to file reports not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering. (k) When any securities have been sold without compliance with the provisions of section 36b-16 , any person may apply in writing on forms designated by the commissioner for the registration by qualification of such securities. If the commissioner finds as the result of an investigation that no person has been defrauded, prejudiced or damaged by the prior failure to effect a registration, the commissioner may permit such securities to be registered upon the payment of fifty dollars plus the fees prescribed in this section. Such registration by qualification under this subsection shall not relieve anyone who has violated any provision of sections 36b-2 to 36b-34 , inclusive, from prosecution hereunder.

Legislative History

(P.A. 77-482, S. 19; P.A. 78-34, S. 14, 17; P.A. 81-292, S. 6–9; P.A. 82-149, S. 8–10, 16; P.A. 83-368, S. 7, 11; P.A. 87-375, S. 5; P.A. 92-89, S. 10, 11, 20; P.A. 94-178, S. 2; P.A. 97-220, S. 9, 15; P.A. 99-38, S. 3; P.A. 06-196, S. 269; P.A. 10-141, S. 12, 13.) History: P.A. 78-34 replaced reference to Sec. 36-488 with reference to Sec. 36-489 in Subsec. (i); P.A. 81-292 amended Subsec. (b) by increasing the registration fee from $200 to $300, amended Subsec. (c) by deleting “in this state” in Subdiv. (1) and inserting a new Subdiv. (3) requiring the name of any registered broker-dealer or agent of issuer who may offer the securities and renumbered the remaining Subdiv. accordingly, amended Subsec. (i) by providing that a registration statement is effective for one year or for a longer period if the commissioner is notified in writing within such one year, and amended Subsec. (k) by deleting provisions concerning the amendment of a registration statement when additional securities are to be offered and a $200 filing fee for such an amendment and substituting provisions that a registration statement will be valid for one year regardless of the number of shares and aggregate amount and may be renewed prior to expiration, and establishing a renewal fee of $300; P.A. 82-149 amended Subsec. (b) to clarify that the filing fee is nonrefundable, amended Subsec. (i) to delete provisions allowing a registration statement to be effective for a period longer than one year and to provide for the termination of a registration statement if the security or transaction becomes exempt, and added Subsec. (l) concerning registration by qualification after securities have been sold in violation of registration provisions; P.A. 83-368 amended Subsec. (b) to apply the $300 fee only to specific securities and to apply a fee of 0.1% to all other registration statements; P.A. 87-375 amended Subsec. (l) by substituting “If the commissioner finds as the result of an investigation” for “If it appears to the commissioner” and substituting “the prior failure to effect a” registration for registration “by qualification”; P.A. 92-89 increased the filing fee in Subsec. (b) from $300 to $500 and the renewal fee in Subsec. (k) from $300 to $500; P.A. 94-178 amended Subsec. (k) by specifying that a registration statement relating to securities issued by an open-end management company continues in force two months after the applicant's fiscal year, that such a statement must be renewed for a $500 nonrefundable fee within two months after the fiscal year and that such renewal becomes effective when the commissioner so orders; Sec. 36-488 transferred to Sec. 36b-19 in 1995; P.A. 97-220 deleted filing fee for registration statement re security issued by face-amount certificate company, open-end management company or unit investment trust in Subsec. (b), deleted former Subsec. (k) re registration statement for security issued by face-amount certificate company, open-end management company or unit investment trust, and redesignated former Subsec. (l) as Subsec. (k), effective July 1, 1997; P.A. 99-38 amended Subsec. (a) by adding provisions re filing of registration statement with depository designated by the commissioner; P.A. 06-196 made technical changes in Subsecs. (i) and (j), effective June 7, 2006; P.A. 10-141 amended Subsecs. (c), (d) and (k) by replacing references to Sec. 36b-33 with references to Sec. 36b-34, effective June 7, 2010.