§ 23-19-3-5 — Registration of Securities and Notice Filing of Federal Covered Securities—Filing of registration statement; filing fee; required information; incorporation of previously filed record; nonissuer distribution; escrow and impoundment; effective period; reports; posteffective amendments; abandonment

Indiana § 23-19-3-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 19: INDIANA UNIFORM SECURITIES ACT
• Ch. 3: Registration of Securities and Notice Filing of Federal

Text

(a) A registration statement under section 3 or
4 of this chapter may be filed by the issuer, a person on whose behalf
the offering is to be made, or a broker-dealer registered under this
article.
(b) A person filing a registration statement shall pay a filing fee of
five hundred dollars ($500). If the registration statement is withdrawn
before the effective date or a preeffective stop order is issued, the
commissioner shall retain the fee.
(c) A registration statement filed under section 3 or 4 of this chapter
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 article or the predecessor act within
five (5) 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.
(e) In the case of a nonissuer distribution, information or a record
may not be required under subsection (i) or section 4 of this chapter,
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 article may require as
a condition of registration that a security issued within the previous five
(5) 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 article, 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 article may require as
a condition of registration that a security registered under this article 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 article
or preserved for a period specified by the rule or order, which may not
be longer than five (5) years.
(h) Except while a stop order is in effect under section 6 of this
chapter, a registration statement is effective for one (1) year after its
effective date, or for any longer period designated in an order under
this article 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 article 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
(1) 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 article 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 shall be amended after its effective date
if there are material changes in information or documents in the
registration statement or if there is an increase in the aggregate amount
of securities offered or sold in the state. The posteffective amendment
becomes effective when the commissioner so orders. If a posteffective
amendment is made to increase the number of securities specified to be
offered or sold, the issuer filing the amendment shall pay a
nonrefundable registration fee of one hundred dollars ($100). A
posteffective amendment relates back to the date of the offering of the
additional securities being registered if, within one (1) year after the
date of the sale, the amendment is filed and the additional registration
fee is paid.
(k) If the issuer of a registration statement that is pending
effectiveness performs no activity for a period of nine (9) months:
(1) the registration statement:
(A) is considered to be abandoned; and
(B) may be reinstated only with the permission of the
commissioner; and
(2) the commissioner shall retain the registration fee.

Legislative History

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.4; P.L.32-2018, SEC.3.