Section R. 451.3.4 - Registration by qualification; prospectusRule 3.4.
(1) As a condition of registration by qualification, a prospectus containing the information and records specified in section 304(2) of the act, MCL 451.2304(2), must be sent or given by the issuer to each person to whom an offer is made, before or concurrently, with the earliest of any of the following: (a) The first offer made in a record to the person other than by means of a public advertisement, 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 that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution.(b) The confirmation of a sale made by or for the account of the person.(c) Payment pursuant to the sale.(d) Delivery of the security pursuant to the sale.(2) If the prospectus, or any part of it, becomes misleading as to any material fact, or facts, or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, it must be revised or supplemented, and the revision or supplementation must be submitted to the administrator prior to use. A prospectus must not be used if the administrator has informed the registrant of an objection to the prospectus.(3) An issuer shall not use a prospectus without revision or supplementation for more than 13 months from its first use.(4) Every submitted prospectus must carry the following legend displayed in a prominent manner: "THESE SECURITIES ARE OFFERED PURSUANT TO A REGISTRATION ORDER ISSUED BY THE STATE OF MICHIGAN. THE STATE OF MICHIGAN DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE TRUTH, MERITS, OR COMPLETENESS OF ANY PROSPECTUS OR ANY OTHER INFORMATION FILED WITH THIS STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE."Mich. Admin. Code R. 451.3.4