Section 45.55.110. Provisions applicable to registration and notice filings.

   (a) A registration statement or a notice filing under AS 45.55.075 may be filed by the issuer, another person on whose behalf the offering is to be made, or a registered broker-dealer.
   (b) A person filing a registration statement or a notice filing under AS 45.55.075 shall pay a filing fee and a registration or notice filing fee in amounts established by the department by regulation. If a registration statement is withdrawn before the effective date or a pre-effective stop order is entered under AS 45.55.120, the administrator shall retain the filing fee. If a notice filing is withdrawn before the effective date, the administrator shall retain the notice filing fee.
   (c) A registration statement must specify
        (1) the amount of securities to be offered in this state;
        (2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
        (3) an adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the United States Securities and Exchange Commission.
   (d) A document filed under this chapter within five years preceding the filing of a registration statement or a notice filing under AS 45.55.075 may be incorporated by reference in the registration statement or notice filing to the extent that the document is currently accurate.
   (e) The administrator may by regulation or order permit the omission of an item of information or document from a registration statement or a notice filing under AS 45.55.075.
   (f) In the case of a nonissuer distribution, information may not be required under AS 45.55.100 or (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 administrator may by regulation or order require as a condition of registration by qualification or coordination that a 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 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 administrator may by regulation or order determine the conditions of an escrow or impounding required in this subsection but the administrator may not reject a depository solely because of location in another state.
   (h) The administrator may by regulation or order require as a condition of registration that a 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 administrator or preserved for any period up to three years specified in the regulation or order.
   (i) A notice filing under AS 45.55.075 is effective on receipt by the administrator. A registration statement or a notice filing under AS 45.55.075 is effective for one year from its effective date or any longer period 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 who is still offering part of an unsold allotment or subscription taken by the underwriter or broker-dealer as a participant in the distribution, except during the time a stop order is in effect under AS 45.55.120. The administrator may establish a different expiration date for purposes of coordination with a national registration or notice filing system. The administrator may by regulation provide for an automatic extension for one additional year of the effective date for notice filings under AS 45.55.075 if the extended expiration date is set at the same time the notice filing is made effective and the notice filing fee reflects the extension. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction if the registration statement is effective and between the thirtieth day after the entry of a stop order suspending or revoking the effectiveness of the registration statement under AS 45.55.120, 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. A registration statement may be withdrawn otherwise only in the discretion of the administrator.
   (j) So long as a registration statement is effective, the administrator 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) A notice filing under AS 45.55.075 relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in 15 U.S.C. 80a-1 - 80a-64 (Investment Company Act of 1940), may be amended after its effective date so as to increase the securities specified as proposed to be offered if the notice filing was for a specified dollar amount of securities to be offered in this state and if the total fees were based on the dollar amount of securities to be offered. An amendment becomes effective when the administrator so orders. A person filing an amendment shall pay a fee, calculated in the manner specified in (b) of this section, with respect to the additional securities proposed to be offered.

Authorities

45.55.080;45.55.090;45.55.100;45.55.120

Notes

Recent Bills that will modify this

HB 194 AK SECURITIES ACT; PENALTIES; CRT. RULES
SB 108 AK SECURITIES ACT; PENALTIES; CRT. RULES

Implemented As

3 AAC 08.080
3 AAC 08.085
3 AAC 08.087
3 AAC 08.090
3 AAC 08.160
3 AAC 08.180
3 AAC 08.182
3 AAC 08.184
3 AAC 08.186
3 AAC 08.190
3 AAC 08.230
3 AAC 08.500
3 AAC 08.501
3 AAC 08.503
3 AAC 08.504
3 AAC 08.505
3 AAC 08.510
3 AAC 08.515
3 AAC 08.520
3 AAC 08.530
3 AAC 08.535
3 AAC 08.540
3 AAC 08.600
3 AAC 08.610
3 AAC 08.620
3 AAC 08.630
3 AAC 08.640
3 AAC 08.650
3 AAC 08.710
3 AAC 08.715
3 AAC 08.730
3 AAC 08.920

References

3 AAC 08.540
AS 45.55.080 Registration by notification.
AS 45.55.090 Registration by coordination.
AS 45.55.100 Registration by qualification.
AS 45.55.120 Denial, suspension, and revocation of registration.

History

(Sec. 19 ch 105 SLA 1961; am Sec. 1 ch 44 SLA 1962; am Sec. 8 ch 86 SLA 1972; am Sec. 4 ch 20 SLA 1991; am Sec. 35 - 41 ch 76 SLA 1999)