Current through Register Vol. 54, No. 49, December 7, 2024
Section 609.031 - Application(a) This chapter, and constructions and interpretations issued by the Department, set forth the minimum requirements for financial statements included, under the act, as part of the following: (1) Registration Statements under section 206 of the act (70 P.S. § 1-206).(2) Registration Statements under section 205 of the act (70 P.S. § 1-205) which are exempt under section 3(b) of the Securities Act of 1933 (15 U.S.C.A. § 77c(b)).(3) Proxy materials under section 203(o) of the act (70 P.S. § 1-203(o)).(4) Reports distributed to securityholders under section 606(a) of the act (70 P.S. § 1-606(a)).(5) Financial reports of broker-dealers or investment advisers required under Subpart C (relating to registration of broker-dealers, agents, investment advisers and investment adviser representatives and notice filings by Federally covered advisers).(6) Exempt transactions under section 203(p) of the act.(b) Offerings of securities registered under the Securities Act of 1933 (15 U.S.C.A. §§ 77a-77aa), or filings of proxy materials under the Securities Exchange Act of 1934 (15 U.S.C.A. §§ 78a-78qq) which meet the requirements of Reg. S-X, 17 CFR 210.8-01-210.8-03 (relating to preliminary notes to Article 8; annual financial statements; and interim financial statements), adopted by the Securities and Exchange Commission or broker-dealer reports filed under the Securities Exchange Act of 1934 under regulations adopted thereunder are exempted from this chapter, except if otherwise indicated.(c) References to "registration" under the Securities Act of 1933 are to be construed strictly. By way of illustration the procedure of "notification" under the Regulation A (17 CFR 230.251-230.263) (relating to conditional small issues exemption) will not be recognized as "registration."The provisions of this § 609.031 adopted April 25, 1975, effective 4/26/1975, 5 Pa.B. 980; amended October 1, 1982, effective 10/2/1982, 12 Pa.B. 3500; amended December 30, 1999, effective 1/1/2000, 30 Pa.B. 18; transferred and renumbered from 64 Pa. Code § 609.031, December 14, 2012, effective 12/15/2012, 42 Pa.B. 7533; amended January 12, 2018, effective 1/13/2018, 48 Pa.B. 389.The provisions of this § 609.031 issued under the Pennsylvania Securities Act of 1972 (70 P.S. §§ 1-101-1-704); amended under sections 202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1) and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P.S. §§ 1-202(g) and (i), 1-203(d), (i.1), (j) and (n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the Department of Banking and Securities Code (71 P.S. § 733-202.C); and section 9(b) of the Takeover Disclosure Law (70 P.S. § 79(b)).