§ 17-4-305 — Securities registration filings

Wyoming § 17-4-305

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 4: SECURITIES
• Art. 3: REGISTRATION OF SECURITIES AND NOTICE FILING OF

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(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 act.
(b) A person filing a registration statement shall pay a
filing fee of one-fiftieth of one percent (.0002) of the total
dollar offering amount to be offered in this state, but the fee
shall in no case be less than two hundred dollars ($200.00) nor
more than six hundred dollars ($600.00) when filing an initial
registration statement or renewing a previously filed
registration statement. If a registration statement is withdrawn
before the effective date or a preeffective stop order is issued
under W.S. 17-4-306 the secretary of state shall retain one
hundred dollars ($100.00) of the fee.
(c) A registration statement filed under W.S. 17-4-303 or
17-4-304 must specify:
(i) The amount of securities to be offered in this
state;
(ii) The states in which a registration statement or
similar record in connection with the offering has been or is to
be filed; and
(iii) 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 act 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 (j) of this
section or W.S. 17-4-304, 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 act 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 act, but the secretary
of state may not reject a depository institution solely because
of its location in another state.
(g) A rule adopted or order issued under this act may
require as a condition of registration that a security
registered under this 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 under this act 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 W.S.
17-4-306, a registration statement is effective for one (1) year
after its effective date, or for any longer period designated in
an order under this 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 under this act 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 secretary of state.
(j) While a registration statement is effective, a rule
adopted or order issued under this 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.
(k) A registration statement may be amended after its
effective date. The post effective amendment becomes effective
when the secretary of state so orders. If a post effective
amendment is made to increase the number of securities specified
to be offered or sold, the person filing the amendment shall pay
a registration fee specified in subsection (b) of this section.
A post effective 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.