The type of registration that is treated by issuers as the last resort is registration by qualification.The 1956 USA states that:

"Registration permitted. Any security may be registered by qualification."

Simple enough, but then the USA has nearly five pages of data and documents and other information that the registration statement sent to the Administrator must contain. This section of the law is modeled on federal law (i.e., the Securities Act of 1933), and its requirements for information to be sent to the SEC as part of the registration statement.

In general, registration by qualification requires that the following information is submitted to the Administrator:

  • For the Issuer and any significant subsidiary:
    • The issuer's name, address and form of organization

    • The State or foreign jurisdiction and date of it's organization

    • The general character and location of its business

    • A description of its physical properties and equipment

    • A statement of the general competitive conditions in the industry or business in which it is or will be engaged.

  • For the directors, officer of the issuer and other person(s) having a similar status or performing similar functions:
    • The person's name, address and principal occupation for the previous five years.

    • The amount of securities of the issuer held by the person as of the 30th day before the filing of the registration statement.

    • The amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe.

    • A description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected.

    • The aggregate sum of the remuneration paid to those persons during the previous 12 months and what is estimated to be paid during the next 12 months, (directly or indirectly), by the issuer and all predecessors, parents, subsidiaries and affiliates of the issuer.

    • All above information for a person owning on record or owning beneficially, if known, 10% or more of the outstanding shares of any class of equity security of the issuer.

    • With respect to a promoter, if the issuer was organized within the previous three years, all above information in items (in the first five bullet points) and any amount paid to the promoter within that period, or intended to be paid to the promoter, and the consideration for the payment.

No wonder that this is the method of last resort for companies seeking registration with a state. It is also no surprise that any potential registrant will take advantage of any exemption that the law permits.

A registration by qualification becomes effective, under the USA of 1956:

"A registration statement under this section becomes effective when the Administrator so orders."

The Administrator, of course, has the power to require additional documents and/or data and hold the registration statement until he or she is satisfied with the information provided.

Securities Exemptions

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