R164-15-3. Notice Filings for Offerings Made Under Tier 2 of Federal Regulation A

  (A) Authority and purpose.

  (1) The Division enacts this rule under authority granted by Sections 61-1-15.5(3) and 61-1-24.

  (2) The rule requires a notice filing within 15 days after the first sale in this state of securities described in Subsection 61-1-15.5(3) and sets forth the filing procedure.

  (B) Definitions

  (1) "Division" means the Division of Securities, Utah Department of Commerce.

  (2) "NASAA" means the North American Securities Administrators Association, Inc.

  (3) "EFD" means the Electronic Filing Depository established and maintained by NASAA.

  (C) Filing Requirements:

  (1) An issuer offering a security that is a covered security under section 18(b)(3) of the Securities Act of 1933 must file with the Division or its designee, no later than 15 days after the first sale of such federal covered security in this state, an initial notice and a filing fee as follows:

  (1)(a) A completed Uniform Notice of Regulation A -- Tier 2 Offering notice filing form or copies of all documents filed with the Securities and Exchange Commission;

  (1)(b) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Regulation A -- Tier 2 Offering notice filing form;

  (1)(c) The forms referenced in (3)(a)(i) and (ii) above shall be manually signed by a person duly authorized by the issuer;

  (1)(d) The issuer shall include with the initial notice a statement indicating:

  (1)(d)(i) The date of the first sale of securities in the state of Utah; or

  (1)(d)(ii) That sales have yet to occur in the state of Utah; and

  (1)(e) The issuer shall submit a fee as specified in the Division's fee schedule.

  (2) An issuer may file an amendment to a previously filed notice filing at any time and must file such an amendment to correct a material mistake of fact or error in the previously filed notice of sales as soon as practicable after discovery of the mistake or error.

  (3) An issuer that files an amendment to a previously filed notice filing must provide current information in response to all requirements of the notice filing form regardless of why the amendment is filed.

  (D) Designation of EFD for Electronic Filings

  (1) At such time as the EFD system is operationally configured to receive such filings, the Division hereby designates EFD to receive and store notice filings made on Uniform Notice of Regulation A -- Tier 2 Offering and to collect related filing fees on behalf of the Division.

  (2) The filing of notice filings made on Uniform Notice of Regulation A -- Tier 2 Offering and the collection of related processing fees through the EFD system is permissive and shall not be required until the Division shall amend this Rule to designate a specific date of mandatory compliance. The public notice designated for Form D filings in Section R164-15-2(C)(3) shall not constitute such an amendment.

  (3) Any documents or fees required to be filed with the Division that are not permitted to be filed with, or cannot be accepted by, EFD shall be filed directly with the Division.

  (4) A duly authorized person of the issuer shall affix his or her electronic signature to the notice filing on Uniform Notice of Regulation A -- Tier 2 Offering by typing his or her name in the appropriate fields and submitting the filing to EFD. Submission of a filing in this manner shall constitute irrefutable evidence of legal signature by any individual whose name is typed on the filing both for purposes of authorizing the disclosures in the Form as well as giving effect to any consent to service provisions found therein.

  (5) Subsequent to the amendment of this Rule referenced in paragraph (D)(2) above, no filing, partial filing, or filing fee submitted to the Division by means other than EFD shall act to grant such a filing the status of being duly received by the Division for any purpose relating to the timeliness of the filing or the avoidance of the assessment of any late filing fee.