Idaho Admin. Code r. 12.01.08.020

Current through September 2, 2024

Section 12.01.08.020 - APPLICATION FOR REGISTRATION OF SECURITIES

01.Registration by Coordination. A registration statement to register securities by coordination shall contain the following:

a. A Form U-1 application and accompanying documents (including subscription agreement);

b. A consent to service of process in compliance with Section 30-14-611, Idaho Code;

c. The filing fee specified in Section 30-14-305(b), Idaho Code; and

d. Any additional information or documents requested by the Department.

02.Registration by Qualification. A registration statement to register securities by qualification shall contain the following in addition to the requirements of Section 30-14-304, Idaho Code:

a. Financial Statements. Except for SCOR applications, registration statements filed pursuant to Section 30-14-304, Idaho Code, shall contain audited financial statements of the issuer for its last two (2) fiscal years. An issuer with less than one (1) year of operations may file reviewed financial statements until the end of its first fiscal year.

b. Unaudited Interim Financial Statements. If the audited financial statements or unaudited financial statements required in Subsection 020.02.a. of this rule are not current to within four (4) months of the date of filing of the registration statement, additional unaudited financial statements as of the issuer's last fiscal quarter or any later date designated by the Administrator shall be included.

c. Small Company Offering Registration (SCOR). A SCOR registration statement shall contain the following:

i. A Form U-1 application and accompanying documents (including subscription agreement);

ii. An executed "Notice of Sale of Securities Pursuant to Regulation D, Section 4(6) and or Uniform Limited Offering Exemption;"

iii. A consent to service of process in compliance with Section 30-14-611, Idaho Code;

iv. For SCOR offerings, the prospectus to be used shall be the Uniform Small Company Offering Registration Form;

v. The filing fee specified in Section 30-14-305(b), Idaho Code; and

vi. Any additional information or documents requested by the Department.

d. Registration statements by qualification shall contain the following:

i. A Form U-1 application and accompanying documents (including subscription agreement);

ii. A consent to service of process in compliance with Section 30-14-611, Idaho Code;

iii. Financial statements prepared in accordance with Subsection 020.02.a. of this rule;

iv. A copy of the prospectus containing the information or records specified in Sections 30-14-304(b)(1) through 304(b)(18), Idaho Code;

v. The prospectus shall be prepared using one of the following forms: Part II of Form 1-A of Regulation A of the Securities Act of 1933; Parts I and II of Form SB-2 of the Securities Act of 1933; The Uniform Small Company Offering Registration Form; or any other applicable form used to prepare a prospectus under the Securities Act of 1933, if approved by the department.

03.Other Forms. Any other applicable form used to prepare a prospectus under the Securities Act of 1933, if approved by the Department, containing:

a. The filing fee specified in Section 30-14-305(b), Idaho Code; and

b. Any additional information or documents requested by the Department.

Idaho Admin. Code r. 12.01.08.020

Effective July 1, 2024