| | |
of the additional securities being registered if, within one year | | after the date of the sale, the amendment is filed and the | | additional registration fee is paid. |
|
| | | 11.__Rulemaking.__Rules adopted pursuant to this section are | | routine technical rules as defined in Title 5, chapter 375, | | subchapter 2-A. |
|
| | | Prior Provisions: 1956 Act Section 305; RUSA Section 305. |
|
| | | 1. Section 305 generally follows the 1956 Act and RUSA except | | that earlier provisions in both Acts referring to Investment | | Company Act of 1940 securities, which are federal covered | | securities, see Section 102(7), have been deleted. |
|
| | | 2. Section 305 is applicable both to registration by | | coordination, see Section 303, and to registration by | | qualification, see Section 304. |
|
| | | 3. Section 305(a) expressly authorizes registration by "a | | person on whose behalf the offering is to be made." This would | | permit a nonissuer, cf. Section 102(18), or a broker-dealer to | | file a registration statement independent of the issuer. |
|
| | | 4. This Act is intended, to the extent practicable, to be | | revenue neutral in its impact on existing state law, see Comment | | 3 to Section 608. Accordingly, Section 305(b) does not specify | | what fees states should provide. If a State prefers to have the | | fees in this section established by rule, replace the phrase "a | | fee of $[___]" in subsections (b) and (j) with the phrase "a fee | | established by the administrator by rule pursuant to the [state | | administrative procedure act]" and replace the phrase "$[___] of | | the fee" in subsection (b) with the phrase "an amount of the fee | | established by the administrator by rule". See Comment 3 to | | Section 410. |
|
| | | 5. Section 305(c), which generally follows the 1956 Act and | | RUSA, does not require in Section 305(c)(3) disclosure of an | | order permitting the withdrawal of a registration statement. The | | administrator may, however, require disclosure of this | | information in a registration by qualification under Section | | 304(b)(18). |
|
| | | 6. Section 305(c), like every other provision concerned with | | the content of the registration statement, must be read with | | Section 306(a)(1) which judges the accuracy and completeness of | | the registration statement as of its effective date unless an | | order denying effectiveness had been entered before the effective |
|
|
