No. 33011 (Amendment): Section R164-10-2. Registration Statements

(Amendment)

DAR File No.: 33011
Filed: 10/01/2009 03:53:04 PM

RULE ANALYSIS

Purpose of the rule or reason for the change:

The amendment updates relevant references to reflect the reorganization and name change of the National Association of Securities Brokers to the Financial Industry Regulatory Authority.

Summary of the rule or change:

This amendment modifies Subsections R164-10-2(K)(3)(a) and (b) of the rule to update the acronym "NASD" to "FINRA".

State statutory or constitutional authorization for this rule:

• Section 61-1-10
• Section 61-1-11
• Section 61-1-24

Anticipated cost or savings to:

the state budget:

No additional costs or savings. The Amendment merely updates a reference to the name of an outside self-regulatory entity.

local governments:

No effect--Local government entities do not engage in any regulation in the area of securities registrations.

small businesses:

No additional costs or savings. The amendment merely updates a reference to the name of an outside self-regulatory entity.

persons other than small businesses, businesses, or local governmental entities:

No additional costs or savings. The amendment merely updates a reference to the name of an outside self-regulatory entity.

Compliance costs for affected persons:

No additional costs or savings. The amendment merely updates a reference to the name of an outside self-regulatory entity.

Comments by the department head on the fiscal impact the rule may have on businesses:

This amendment is a housekeeping matter designed to make sure that our rules accurately reference the names of all relevant entities. No fiscal impact on business is anticipated.

Francine A. Giani, Executive Director

The full text of this rule may be inspected, during regular business hours, at the Division of Administrative Rules, or at:

Commerce
Securities
160 E 300 S
SALT LAKE CITY, UT 84111-2316

Direct questions regarding this rule to:

• Benjamin Johnson at the above address, by phone at 801-530-6134, by FAX at 801-530-6980, or by Internet E-mail at [e-mail]

Interested persons may present their views on this rule by submitting written comments to the address above no later than 5:00 p.m. on:

11/16/2009

This rule may become effective on:

12/01/2009

Authorized by:

Keith Woodwell, Director

RULE TEXT

R164. Commerce, Securities.

R164-10. Registration by Qualification.

R164-10-2. Registration Statements.

 

. . . . . . .

 

(K) Selling documents

The registration statement must contain the following documents with respect to the persons who propose to offer or sell the securities pursuant to the registration statement:

(1) Where the securities are to be offered through a licensed agent or broker-dealer, one copy of the signed agreement between the agent OR broker-dealer and the issuer setting forth the compensation each person will receive in connection with such distribution, and a description of any transactions between such person and the issuer within the twelve months preceding the filing of the registration statement.

(2) Where the securities are to be offered through any person not licensed with the Division as a broker-dealer or agent, the broker-dealer or agent application and supporting documents and information, as required in Section R164-4-1, for such person must accompany the registration statement at the time of the original filing.

(3) No registration statement shall become effective where

(3)(a) the only person participating in the distribution is a broker-dealer which is a member of [the NASD]FINRA, and

(3)(b) the Division has not received written confirmation or oral confirmation to be followed by written confirmation that [the NASD]FINRA has no objection to the compensation arrangements set forth in the registration statement.

(4) No registration statement shall be effective or become effective without complete compliance with Section R164-4-1 by at least one person participating in the distribution.

(L) Consent of expert

(1) Where any information provided by an expert is used in the registration statement or prospectus, the registration statement must include the consent of the expert to the specific use of the information in the prospectus or registration statement.

(2) Where the name of an expert is used in the registration statement or prospectus, the registration statement or prospectus must contain the consent of the expert as to the specific use of the expert's name.

(M) Amendments

(1) Whenever there is a material change in any information or document filed with the Division, the issuer must file a correcting amendment with the Division within ten working days after the material change.

(2) There is no charge for filing a correcting amendment.

 

KEY: financial statements, securities, securities regulation

Date of Enactment or Last Substantive Amendment: [July 3, 1997 ] 2009

Notice of Continuation: July 30, 2007

Authorizing, and Implemented or Interpreted Law: 61-1-10; 61-1-24

 

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