- Under the Uniform Securities Act, a registration by coordination becomes effective at the same time the federal registration statement becomes effective only if:
Answer: The statement has been on file with the Administrator at least 10 days, the maximum and minimum offering prices and underwriting discounts have been on file 2 full business days, and no stop order or proceeding is pending
Under Uniform Securities Act § 303, registration by coordination becomes effective automatically when the federal registration statement becomes effective only if no stop order or proceeding is pending, the state registration statement has been on file at least 10 days, and the maximum and minimum offering prices and the underwriting discounts have been on file 2 full business days. The option combining all three conditions is correct. The option requiring the Administrator to enter an order approving the offering is wrong: an Administrator's order is the effectiveness trigger for registration by qualification, not coordination, and the 5-business-day period/fee detail belongs to registration by filing. The option requiring 36 months of business and reporting history and a 30-day filing period imports the eligibility test for registration by filing and the waiting-period rule for registrations of broker-dealers, agents, and investment advisers. The option that includes only the 2-full-business-day pricing condition plus a consent to service of process is wrong because it omits the 10-day statement period and the requirement that no stop order or proceeding be pending; those conditions are required for automatic effectiveness under § 303.
- Under the Uniform Securities Act, registration by filing (notification) is available for an offering only if the issuer:
Answer: Has been in continuous business and reporting for at least 36 months, has at least 500 security holders and 4 market makers, has a minimum security price of $5, and satisfies the applicable net worth requirements
Under Uniform Securities Act § 302, registration by filing (formerly called notification) is available only to established reporting issuers: the issuer must have been in continuous business and reporting for at least 36 months, have at least 500 security holders and 4 market makers, maintain a minimum security price of $5, and satisfy the applicable net worth tests. The option listing these core conditions is correct. The option describing an issuer that is also registering the same offering with the SEC describes registration by coordination, and a 12-month price history does not satisfy the 36-month business-and-reporting test. The option with 300 security holders fails the 500-holder threshold. The option whose securities trade at $4.50 fails the $5 minimum-price test even though the holder and market-maker counts are met; every statutory condition must be satisfied for registration by filing.
A mining company is registering a public offering by coordination in the state. The offering is also being registered with the SEC. The state registration statement was filed with the Administrator on February 3, and no stop order or proceeding is pending. Because the offering terms were finalized late, the issuer filed the maximum and minimum offering prices and underwriting discounts with the Administrator on Wednesday, March 4. The SEC declared the federal registration effective on Thursday, March 5.
Under the Uniform Securities Act, when does the state registration become effective? Answer: On Friday, March 6, once the pricing and underwriting information has been on file for two full business days.
Uniform Securities Act § 303. A coordination registration becomes effective automatically at the same time as the federal registration only if no stop order or proceeding is pending, the state statement has been on file at least 10 days, and the maximum and minimum offering prices and underwriting discounts have been on file for two full business days. If the federal registration becomes effective before those conditions are satisfied, the state registration becomes effective when the conditions are met. The issuer filed the pricing and underwriting information on Wednesday, March 4, so when the SEC declared the federal registration effective on Thursday, the two-full-business-day condition was not yet satisfied; it is satisfied on Friday, March 6. The same-day answer ignores the two-full-business-day condition, the 30-day answer borrows the effective-date rule for registrations of persons, and the Administrator-order answer describes registration by qualification.
On February 10, a technology company made the first sale in the state in a Rule 506(b) private placement. The offering closed on April 1, and on April 9 the company filed Form D and a consent to service of process with the Administrator.
Under the Uniform Securities Act, which statement is correct regarding the company's filing with the Administrator? Answer: The filing is late because Form D and the consent to service were due 15 days after the first sale in the state.
Uniform Securities Act § 307(b) (notice filing for federal covered securities). Although Rule 506 securities are federal covered, the state may require the issuer to file Form D and a consent to service of process no later than 15 days after the first sale in the state. The first sale was February 10, so the documents were due by February 25; the April 9 filing was late. The answer that no state filing may be required ignores the Form D authority for Rule 506 offerings; the closing-date answer uses the wrong trigger for the deadline; and the before-the-first-offer answer is wrong because the deadline runs from the first sale, not the first offer.
A corporation whose common stock is listed on a national securities exchange is making a continuous offering of additional shares of the same class in the state. The Administrator obtains credible evidence that the offering documents contain a materially false statement about the issuer's revenue. The corporation has filed no registration statement, Form D, or similar document with the Administrator.
Under the Uniform Securities Act, which statement is correct regarding the Administrator's authority over this offering? Answer: The offering is a federal covered security, so it is not subject to state registration or to a stop order by the Administrator.
Uniform Securities Act §§ 101 and 301. A security listed on a national securities exchange is a federal covered security; the state may not require it to be registered, and listed securities cannot be stopped by the Administrator. Federal covered status does not displace the antifraud provisions, which apply to every offer, sale or purchase, exempt or not. The answer requiring registration by qualification would impose a state registration requirement on a federal covered security; the Form D answer misapplies the Rule 506 notice-filing requirement to a listed security; and the answer exempting the offering from the antifraud provisions ignores that the antifraud provisions reach all offers and sales.
- Under the Uniform Securities Act, which of the following is true regarding federal covered securities?
Answer: A Rule 506 offering may be required to file Form D and a consent to service of process no later than 15 days after the first sale in the state
Under the Uniform Securities Act §§ 301-307, including the federal covered securities provisions, a Rule 506 offering is a federal covered security that is not registered in the state, but the state may require Form D and a consent to service of process no later than 15 days after the first sale in the state. The option stating that 15-day rule is correct. The option requiring a federal covered investment company to register its shares by qualification is wrong because investment companies satisfy state requirements by notice filing. The option asserting stop-order authority over an exchange-listed security is wrong because listed securities are federal covered securities that cannot be stopped. The option stating that a notice-filed federal covered security is no longer subject to the antifraud provisions is wrong because the antifraud provisions apply to every offer and sale, whether the security is registered, exempt, or federal covered.
- Under the Uniform Securities Act, the Administrator may require the escrow of promoters' shares and the impoundment of offering proceeds in connection with:
Answer: A registration by coordination or a registration by qualification, but not a registration by filing
Under the Uniform Securities Act §§ 301-307, the Administrator may require the escrow of promoters' shares and the impoundment of offering proceeds in connection with registrations by coordination and by qualification; registration by filing carries no such requirement. The option naming coordination and qualification, but not filing, is correct. The option that includes registration by filing is over-inclusive. The option extending escrow and impoundment to every registration method is wrong for the same reason. The option applying the requirement to notice filings for Rule 506 offerings or investment company shares confuses registered offerings with federal covered securities, which are subject only to notice filings and not to state registration conditions.
- Under the Uniform Securities Act, which of the following statements regarding registration by qualification is true?
Answer: Registration by qualification is available for any security that must be registered in the state, and the registration becomes effective only when the Administrator enters an order to that effect
Under Uniform Securities Act § 304, registration by qualification is the residual method: it is available for any security and becomes effective only when the Administrator enters an order to that effect. The option stating both points is correct. The option that ties effectiveness to the same offering's federal registration becoming effective describes registration by coordination, whose effectiveness is linked to the federal effective date. The option limiting qualification to issuers with a 36-month reporting history and 500 security holders applies the eligibility tests for registration by filing. The option making the registration effective automatically 30 days after filing borrows the waiting-period rule for registrations of broker-dealers, agents, and investment advisers, which does not govern securities registrations.
- Under the Uniform Securities Act, which of the following offerings would be registered in the state by coordination?
Answer: A public offering of common stock by a company that is simultaneously registering the same offering with the SEC under the Securities Act of 1933
Under Uniform Securities Act § 303, registration by coordination is the method for an offering that is also being registered with the SEC; it becomes effective when the federal registration becomes effective if the state conditions are met. The public offering that is simultaneously registering the same offering with the SEC is therefore correct. The issuer described with 36 months of business and reporting history, 500 security holders, 4 market makers, and a $5 minimum price is the profile for registration by filing, not coordination. A Rule 506(c) private placement is a federal covered security that is not registered in the state; it may be subject only to a notice filing (Form D and consent to service of process). A newly organized company making a public offering that is not registered with the SEC has no federal registration to trigger coordination and would register by qualification.
An established reporting issuer has registered a new issue of securities in the state by filing. Before the registration becomes effective, the Administrator notifies the issuer that the registration will not become effective unless the issuer deposits the promoters' shares in escrow and impounds the offering proceeds in a trust account until the offering is completed.
Under the Uniform Securities Act, may the Administrator impose these conditions on the registration? Answer: No, because escrow and impoundment conditions may be imposed only for registrations by coordination or by qualification.
Uniform Securities Act §§ 301-307 (registration of securities). The Administrator may require an escrow of promoters' shares and an impoundment of proceeds only for registrations by coordination or qualification; a registration by filing becomes effective when its statutory conditions are met and may not be conditioned on escrow or impoundment. The answer allowing such conditions on any registration overstates the Administrator's authority; the answer requiring a fraud finding confuses a condition with a stop-order ground; and the answer saying the fee payment ends the Administrator's authority misstates both the condition at issue and the Administrator's continuing powers.
A manufacturing company has been subject to the reporting requirements of the Securities Exchange Act of 1934 for 28 months. Its common stock is not listed on any national securities exchange; it is quoted by five market makers at $6.50 per share, and it has more than 1,000 shareholders of record. The company plans a public offering of convertible preferred stock that will not be listed on any national securities exchange, and the offering will also be registered with the SEC under the Securities Act of 1933.
Under the Uniform Securities Act, which statement is correct regarding registration of this offering in the state? Answer: the company may register the offering by coordination because the offering is also being registered with the SEC.
Uniform Securities Act §§ 302 and 303. Registration by filing (the old notification method) is limited to established reporting issuers that have been in business and subject to reporting requirements for at least 36 months; the company's 28-month reporting history disqualifies it, so the answer permitting registration by filing is wrong. Because the convertible preferred offering will also be registered with the SEC under the Securities Act of 1933, coordination is the method that applies. The answer forcing the offering into qualification misreads the 36-month test as a bar to coordination; that test governs the by-filing method only. The answer calling the offering a federal covered security is wrong because neither the common stock nor the preferred is exchange-listed, and an ordinary registration under the Securities Act of 1933 does not make a security federal covered, so the offering must still be registered in the state.
An issuer registered an offering by coordination with the Administrator. The registration statement has been on file with the Administrator for three weeks, and the final offering prices and underwriting discounts have been on file for two full business days. Two days before the SEC is scheduled to declare the federal registration effective, the Administrator commences a proceeding to determine whether the state registration statement contains a materially false statement. The SEC declares the federal registration effective as scheduled.
Under the Uniform Securities Act, which statement is correct regarding the state registration? Answer: It did not become effective, because a proceeding was pending when the federal registration became effective.
Uniform Securities Act § 303. One condition for automatic effectiveness of a coordination registration is that no stop order or proceeding be pending when the federal registration becomes effective. The statement and pricing conditions were satisfied, but the Administrator had commenced a proceeding two days earlier, so the state registration did not become effective when the SEC declared the federal registration effective. The answer that it became effective on the federal effective date ignores the pending proceeding; the noon-30th-day answer is the persons-registration rule; and the answer requiring an Administrator's order confuses coordination with qualification, because coordination becomes effective automatically and no order is required.
- Under the Uniform Securities Act, which of the following statements regarding the duration of a securities registration is true?
Answer: A registration by filing, coordination, or qualification remains effective for one year from its effective date, and a registration remains effective beyond that year while the distribution of the security continues
Under the Uniform Securities Act §§ 301-307, a securities registration under any of the three methods is effective for one year from its effective date and remains effective longer while the distribution of the security continues. The option stating that rule is correct. The option that applies a December 31 expiration to a registration by filing confuses securities registrations with registrations of broker-dealers, agents, and investment advisers, which expire on December 31 unless renewed. The option assigning different effective periods to the three methods is wrong because all three methods share the same one-year period. The option describing renewal by the Administrator for consecutive one-year periods is wrong because the Act does not provide for fee-based renewals of securities registrations; instead, an unfinished distribution extends effectiveness beyond the one-year period.
A development-stage company with no operating history and no SEC reporting history plans its first public offering, which will not be registered with the SEC. It has filed a registration statement with the Administrator under the qualification method. Forty days have passed, and the Administrator has not acted on the filing. The company's counsel has advised the board that the registration became effective by operation of law at noon on the 30th day after filing.
Under the Uniform Securities Act, is counsel's advice correct? Answer: No, because a registration by qualification becomes effective only when the Administrator issues an order making it effective.
Uniform Securities Act § 304. Registration by qualification is available for any security and becomes effective only when the Administrator issues an order making it effective; the Administrator's inaction for 40 days does not create an effective registration. The noon-of-the-30th-day rule is the effective-date rule for broker-dealer, agent, and investment-adviser registrations, not for securities registrations. The 10-day automatic-effectiveness answer is wrong because qualification has no such automatic effective date; the 10-day condition is associated with coordination, which is unavailable here because the offering is not being registered with the SEC. The deemed-approval answer has no basis in the Act.
Barnwell Enterprises registered a new issue of common stock by coordination in the state. The registration became effective on March 15, 2026. The offering is a continuous offering, and shares are still being sold to the public on June 1, 2027. Barnwell has filed no renewal, and the Administrator has taken no action.
Under the Uniform Securities Act, which statement is correct regarding the status of this registration? Answer: The registration remains effective because the offering is still in continuous distribution.
Uniform Securities Act § 305. A securities registration is effective for one year from its effective date and remains effective beyond that date while the distribution of the offering continues. Because the offering is still in continuous distribution on June 1, 2027, the registration has not lapsed and the issuer may continue selling. The answers stating that the registration lapsed on the one-year anniversary ignore the continued-distribution extension; the answer limiting effectiveness to previously accepted subscriptions invents a partial-lapse rule; and the answer allowing unsolicited-order sales misapplies the unsolicited-order exemption, which is limited to non-issuer transactions and does not permit an issuer to continue its own distribution.
