TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-11
Rhode Island Uniform Securities Act

PART 7-11-301
Registration of Securities

SECTION 7-11-305


§ 7-11-305 Provisions applicable to registration generally.

(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker dealer.

(b) A person filing a registration statement shall pay a nonrefundable fee of one-tenth of one percent (0.1%) of the maximum aggregate offering price at which the registered securities are to be offered in this state, but not less than three hundred dollars ($300) or more than one thousand dollars ($1,000).

(c) A registration statement must specify the amount of securities to be offered in this state and the states in which a registration statement or similar document in connection with the offering has been or is to be filed and any adverse order, judgment, or decree entered by the securities agency or administrator in any state or by a court or the securities and exchange commission in connection with the offering.

(d) A document filed under this chapter or a predecessor act within five (5) years before the filing of a registration statement may be incorporated by reference in the registration statement if the document is currently accurate.

(e) The director may permit by rule or order the omission of any item of information or document from a registration statement.

(f) In the case of a nonissuer offering, the director may not require information under subsection (m) or § 7-11-304 unless it is known to the person filing the registration statement or to the person on whose behalf the offering is to be made, or can be furnished by the person without unreasonable effort or expense.

(g) In the case of a registration under §§ 7-11-303 or 7-11-304 by an issuer who has no public market for its shares or no significant earnings from continuing operations during the last five (5) years, or any shorter period of its existence, the director may require by rule or order as a condition of registration that the following securities be deposited in escrow for not more than three (3) years:

(1) Securities issued to a promoter within the three (3) years immediately before the offering or to be issued to a promoter for a consideration substantially less than the offering price; and

(2) Securities issued to a promoter for a consideration other than cash, unless the registrant demonstrates that the value of the non-cash consideration received in exchange for the securities is substantially equal to the offering price for the securities.

(h) The director may determine by rule or order the conditions of an escrow required under subsection (g), but the director may not reject a depository solely because of location in another state.

(i) The director may require by rule or order as a condition of registration under §§ 7-11-303 or 7-11-304 that the proceeds from the sale of the registered securities in this state be impounded until the issuer receives a specified amount from the sale of the securities. The director may by rule or order determine the conditions of an impound arrangement required under this subsection, but the director may not reject a depository solely because of location in another state.

(j) If securities are registered under §§ 7-11-302 or 7-11-303, the prospectus filed under the Securities Act of 1933 15 U.S.C. § 77a et seq., must be delivered to each purchaser in accordance with the prospectus delivery requirements of the Securities Act of 1933, 15 U.S.C. § 77a et seq.

(k) If securities are registered under § 7-11-304, an offering document containing information the director designates by rule or order must be delivered to each purchaser with or before the earliest of:

(1) The first written offer to sell made to the purchaser by or for the account of the issuer or another person on whose behalf the offering is being made, or by an underwriter or broker dealer who is offering part of an unsold allotment or subscription taken by it as a participant in the distribution;

(2) Confirmation of a sale made by or for the account of a person named in subsection (1);

(3) Payment pursuant to a sale; or

(4) Delivery pursuant to a sale.

(l) A registration statement remains effective for one year after its effective date unless the director extends the period of effectiveness by rule or order. All outstanding securities of the same class as the registered securities are considered to be registered for the purpose of a nonissuer transaction while the registration statement is effective, unless the director, by rule or order, provides otherwise. A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this state, unless the director, by rule or order, provides otherwise. No registration statement is effective while a stop order is in effect under § 7-11-306(a).

(m) During the period that an offering is being made pursuant to an effective registration statement, the director may require by rule or order 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.

(n) A registration statement filed under § 7-11-302 or 7-11-303 may be amended after its effective date to increase the securities specified being offered and sold. The amendment becomes effective upon filing of the amendment and payment of an additional filing fee, calculated in the manner specified in subsection (b), with respect to the additional securities to be offered and sold. The effectiveness of the amendment relates back to the date of sale of the additional securities being registered.

(o) A registration statement filed under § 7-11-304 may be amended after its effective date to increase the securities specified to be offered and sold, if the public offering price and underwriters' discounts and commissions are not changed from the respective amounts of which the director was informed. The amendment becomes effective when the director so orders and relates back to the date of sale of the additional securities being registered. A person filing an amendment pays an additional filing fee equal to two (2) times the fee otherwise payable, calculated in the manner specified in subsection (b), regarding the additional securities to be offered and sold.

History of Section.
(P.L. 1990, ch. 460, § 2; P.L. 1991, ch. 69, § 1; P.L. 2003, ch. 376, art. 24, § 1.)