TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-11
Rhode Island Uniform Securities Act

PART 7-11-301
Registration of Securities

SECTION 7-11-303


§ 7-11-303 Registration by coordination.

(a) Securities for which a registration statement has been filed under the Securities Act of 1933, 15 U.S.C. § 77a et seq., in connection with the offering of the securities, may be registered by coordination.

(b) A registration statement under this section contains the following information and is accompanied by the following documents, in addition to the information specified in § 7-11-305(c) and the consent to service of process required by § 7-11-708:

(1) An electronically filed copy or paper copy of the latest form of prospectus filed under the Securities Act of 1933, 15 U.S.C. § 77a et seq.;

(2) If the director requires by rule or order: a copy of the articles of incorporation and bylaws or their substantial equivalents, currently in effect; a copy of any agreement with or among underwriters; a copy of an indenture or other instrument governing the issuance of the securities to be registered; and a specimen, copy, or description of the securities;

(3) If the director requests, and subject to § 7-11-703(b)(2), any other information, or copies of any other document, filed under the Securities Act of 1933; and

(4) An undertaking to forward promptly, and not later than the first business day after the day they are forwarded to or filed with the securities and exchange commission, all future amendments to the federal registration statement and/or prospectus, other than an amendment that delays the effective date of the registration statement.

(c) A registration statement under this section automatically becomes effective when the federal registration statement becomes effective if all the following conditions are satisfied:

(1) No stop order is in effect and no proceeding is pending under § 7-11-306;

(2) The registration statement has been on file with the director for at least ten (10) days, or any shorter period the director specifies by rule or order, but if the registration statement is not filed with the director within ten (10) days after the initial filing under the Securities Act of 1933, 15 U.S.C. § 77a et seq., the registration statement has been on file with the director for thirty (30) days, or any shorter period the director specifies by rule or order; and

(3) A statement of the maximum and minimum proposed, offering prices and the maximum underwriting discounts and commission has been on file for two (2) full business days, or any shorter period the director specifies by rule or order, and the offering is made within those limitations.

(d) The registrant shall promptly notify the director by telephone or electronic mail of the date and time when the federal registration statement became effective, and any content of the price amendment, and shall promptly file a post-effective amendment containing the information and documents in the price amendment.

(e) Upon failure to receive the required notification and post-effective amendment with respect to the price amendment, the director may enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until the registrant complies with subsection (d). The director shall promptly notify the registrant by telephone or electronic mail, and promptly confirm by letter or electronic mail if the director notifies by telephone, of the issuance of the order. If the registrant proves compliance with the requirements of subsection (d) as to notice and post-effective amendment, the stop order is void as of its entry.

(f) The director may waive by rule or order either or both of the conditions specified in subsections (c)(2) and (c)(3).

(g) If the federal registration statement becomes effective before all the conditions in subsection (c) are satisfied and they are not waived, the registration statement automatically becomes effective when all the conditions are satisfied. If the registrant advises the director of the date when the federal registration statement is expected to become effective, the director shall promptly advise the registrant by telephone or electronic mail whether all the conditions are satisfied and whether the director then contemplates the institution of a proceeding under § 7-11-306; but the advice by the director does not preclude the institution of a proceeding for a stop order suspending the effectiveness of the registration statement. A stop order issued under this subsection is not retroactive.

(h) The director may waive or modify, by rule or order, the application of a requirement of this section if a provision of an amendment, repeal, or other alteration of the securities registration provisions of the Securities Act of 1933, 15 U.S.C. § 77a et seq., or the regulations adopted under that act, render the waiver or modification appropriate for further coordination of state and federal registration.

History of Section.
(P.L. 1990, ch. 460, § 2; P.L. 2016, ch. 153, § 1; P.L. 2016, ch. 159, § 1.)