§ 58-13C-305 — 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 pursuant to the New Mexico Uniform Securities Act. B. A person filing a registration statement shall pay a filing fee of one-tenth of one percent of the maximum aggregate offering price at which the registered securities are to be offered in New Mexico, but not less than five hundred twenty-five dollars ($525) nor more than two thousand five hundred dollars ($2,500) or five hundred twenty-five dollars ($525) if the person is an issuer or a person acting on behalf of an issuer and is claiming an exemption from the registration requirements of federal law regarding small company offerings under Rule 504 of Regulation D (17 C.F.R. 230.504). If a registration statement is withdrawn before the effective date or a preeffective stop order is issued pursuant to Section 306 [58-13C-306 NMSA 1978] of the New Mexico Uniform Securities Act, the director shall retain the fee set forth in this subsection. C. A registration statement filed pursuant to Section 303 [58-13C-303 NMSA 1978] or 304 [58-13C-304 NMSA 1978] of the New Mexico Uniform Securities Act shall specify: (1) the amount of securities to be offered in New Mexico; (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 pursuant to the New Mexico Uniform Securities Act 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. E. In the case of a nonissuer distribution, information or a record may not be required pursuant to Subsection I of this section or Section 304 of the New Mexico Uniform Securities Act, 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 pursuant to the New Mexico Uniform Securities Act 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 New Mexico be impounded until the issuer receives a specified amount from the sale of the security either in New Mexico or elsewhere. The conditions of any escrow or impoundment required pursuant to this subsection may be established by rule adopted or order issued pursuant to the New Mexico Uniform Securities Act, but the director shall not reject a depository institution solely because of its location in another state. G. A rule adopted or order issued pursuant to the New Mexico Uniform Securities Act may require as a condition of registration that a security registered pursuant to that act be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed pursuant to that act or preserved for a period specified by the rule or order, which shall not be longer than five years. H. Except while a stop order is in effect pursuant to Section 306 of the New Mexico Uniform Securities Act, a registration statement is effective for one year after its effective date, or for any longer period designated in an order pursuant to that act 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 pursuant to the New Mexico Uniform Securities Act are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement shall not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the director. I. While a registration statement is effective, a rule adopted or order issued pursuant to the New Mexico Uniform Securities Act 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 posteffective amendment becomes effective when the director so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay an additional registration fee of three times the fee otherwise payable, calculated in the manner specified in Subsection B of this section, with respect to the additional securities to be offered and sold, unless the maximum filing fee has been paid. If the maximum filing fee was paid at the time of filing the original registration statement, no additional filing fee is required to be paid with the amendment. A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.

Legislative History

Laws 2009, ch. 82, § 305.