Regulation of Securities - Registration by Coordination

In the article "A New Uniform Securities Act" by Richard B. Smith, registration by coordination is outlined as follows:

"The objective of coordination is the simultaneous registration of the offering at the SEC and in the states where the offering is to be made. In order to facilitate coordinated registration, the state securities administrators association has implemented a system for coordinated review of these offerings by the states."

Under the USA, registration by coordination is for securities that are registered with the SEC but are not federal covered securities.

Securities that may fall into this category include those that do not meet the listing standards of exchanges and/or are upgrading.
 

Look Out!
The term "coordination" describes registration, as the securities are to be registered with the SEC and with individual states where they will be offered and/or sold.

Under registration by coordination, the issuer, offeror or broker-dealer of the security generally needs to supply the Administrator with a long laundry list of items regarding the security.

The USA states that registration by coordination is for a "security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering". Along with a registration application, the USA states that issuers must also file the following:

  • A copy of the latest form of prospectus filed under the Securities Act of 1933
  • A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect
  • A copy of any agreement with or among underwriters
  • A copy of any indenture or other instrument governing the issuance of the security to be registered
  • A specimen, copy or description of the security
  • Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 and requested by the Administrator
  • An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission

A registration becomes effective subsequent to the federal registration if:

  • a stop order or proceeding is not pending.
  • the registration statement has been on file for at least 20 days, (or less, depending on the rule adopted or order issued under the USA.)

If federal registration is met (before all the aforementioned conditions are met), the issuer is obligated to notify the Administrator immediately.

Registration by Qualification


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