Section 1-207 - General registration provisions(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made or a licensed broker-dealer.(b) Every registration statement shall specify: (i) the amount of securities to be offered in this State; (ii) the states in which a registration statement or application in connection with the offering has been or is to be filed; (iii) any adverse order, judgment or decree entered in connection with the offering by the regulatory authorities in any state or by any court or the Securities and Exchange Commission, or any withdrawal with prejudice of a registration statement or application relating to the offering; and (iv) the names of all underwriters and broker-dealers selling or offering the securities in this State. Where the names of all underwriters or broker-dealers are not known at the time of filing of the registration statement, such list may be supplemented from time to time prior to or after effectiveness, provided that no delay of effectiveness or suspension shall be caused by the filing of any such supplement.(c) Any document filed under this act or a predecessor law within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement.(d) The department may by regulation or otherwise permit the omission of any item of information or document from any registration statement.(e) The department may by regulation or order require as a condition of registration by qualification or as a condition of registration by coordination (if more than sixty-six and two-thirds per cent of the issue of securities part or all of which is to be registered by coordination is to be sold in Pennsylvania) that a report by an accountant, engineer, appraiser or other professional person be filed. The department may also designate one of its employes to make an examination of the business and records of an issuer of securities for which a registration statement has been filed by qualification.(f) In the case of a non-issuer distribution, information may not be required under section 206(b) or section 207(k) unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.(g) The department may by regulation or order require as a condition of registration that any security issued within the past five years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; or that the proceeds from the sale of the registered security in this State be escrowed until the issuer receives a specified amount from the sale of the security either in this State or elsewhere; or that the proceeds from the sale of the registered security in this State be escrowed for a specific use as set forth in the prospectus; or it may impose any or all of these requirements. With respect to securities registered by coordination, no escrow of promotional shares hereunder shall be required to extend beyond four years. The department may by regulation or order determine the conditions of any escrow required hereunder, but may not reject a depository solely because of location in another state.(h) The department may by regulation require that debt securities of designated classes to be registered by qualification shall be issued under a trust indenture containing such provisions as it determines, but such provisions shall not be in addition to or inconsistent with the terms required or permitted by the Trust Indenture Act of 1939.(i) The department may by regulation require (i) with respect to registration by coordination that a copy of each form of subscription or sale contract used or proposed to be used in this State be filed with the department prior to its use in this State; and (ii) with respect to registration by qualification that, as a condition of registration, any security registered be sold only on a specified form of subscription or sale contract; and (iii) that a signed or conformed copy of each such contract be preserved for any period up to three years.(j.1) A registration by coordination is effective for one year from its effective date. The effectiveness of a registration by coordination may be extended beyond the initial one-year effectiveness period in increments of one-year periods up to a maximum of three years from the initial effectiveness date, provided that the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him as a participant in the distribution and the department has been notified of such continued offering and the period thereof. (j.2) A registration by qualification is effective for one year from its effective date. The fact that a registration statement has been effective in this State with respect to a security does not permit sales of securities of the same class by the issuer or an affiliate of the issuer if that person did not file the registration statement, unless a separate registration statement is filed and declared effective with respect to the security, or an exemption from registration is available. A registration statement may not be withdrawn after its effective date if any of the securities registered have been sold in this State, unless permitted by regulation or order of the department. No registration statement is effective during the time a stop order is in effect under section 208.(k) During the effective period of a registration statement, the department may by regulation require the person who filed the registration statement to file reports with the department, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering; provided, however, that no person need comply with any such regulation of the department if such person files with the department copies of all reports such person is required to file with the Securities and Exchange Commission and if such reports are filed in a timely manner. If any of the securities registered have been sold in the State, the department may by regulation extend the period for filing the reports for an additional term not exceeding two years from the date the registration became effective or the date of its last amendment or extension.(l) A registration statement relating to any offering of securities may be amended after its effective date so as to increase the specified amount of securities proposed to be offered in this State. The amendment becomes effective upon the payment of the required filing fee, if any, and when the department so orders.(m)(1) Except where such securities are registered under section 5 of the Securities Act of 1933, each person who accepts an offer to purchase securities registered by qualification directly from an issuer or an affiliate of an issuer shall have the right to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person, within two business days after he receives a prospectus relating to the offering (which is not materially different from the final prospectus relating to such offering) and a notice explaining the provisions of this subsection. As used herein, the term "final prospectus" shall mean the document prepared in accordance with such regulations as the department may provide, to be used by the seller in connection with an offering of securities in this State after the registration of such securities has become effective under this act.(2) Each person who accepts an offer to purchase securities exempted from registration by section 203(d) and (p) directly from an issuer or affiliate of an issuer shall receive a written notice in such form as the department, by rule, may prescribe informing such person of his right under this subsection to withdraw his acceptance without incurring any liability to the seller, underwriter (if any) or any other person, within two business days from the date of receipt by the issuer of his written binding contract of purchase or, in the case of a transaction in which there is no written binding contract of purchase, within two business days after he makes the initial payment for the securities being offered.(n) For purposes of coordinating the provisions of this act with uniform procedures to facilitate electronic filings of registration statements and notice filings, including, without limitation, by a securities registration depository, the department, by regulation, may adopt appropriate procedures or forms or waive or modify any provision of section 205 or 206 or this section. The department, by regulation, also may prescribe methods for accepting electronic or digital signatures on forms to be filed electronically with the department.Amended by P.L. 678 2014 No. 52, § 7, eff. 8/9/2014.1972, Dec. 5, P.L. 1280, No. 284, § 207, effective Jan. 1, 1973. Amended 1984, May 9, P.L. 235, No. 52, § 4, imd. effective; 1990, Dec. 18, P.L. 755, No. 190, § 2, effective in 60 days; 1994, Dec. 7, P.L. 869, No. 126, § 4, effective in 90 days; 1998, Nov. 24, P.L. 829, No. 109, § 7, effective in 60 days; 2002, July 4, P.L. 721, No. 108, § 6, effective in 60 days.