No person shall offer or sell a security in the District unless the security is registered under this chapter, the security or transaction is exempt under § 31-5604.01 or § 31-5604.02, or the security is a federal covered security.
(Oct. 26, 2000, D.C. Law 13-203, § 301, 47 DCR 7837.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
Miscellaneous Notes
Section 806 of D.C. Law 13-203 provides: "Titles III and IV shall apply as of June 1, 2001."
(a) The following securities may be registered by notification, whether or not the securities are also eligible for registration by coordination under § 31-5603.03:
(1) A security whose issuer, and any predecessor (by merger, consolidation or acquisition of assets), has been in continuous operation for at least 5 years if:
(A) There has been no default within the past 3 calendar years in the payment of principal, interest, or dividends on any security of the issuer with a fixed maturity or a fixed interest or dividend provision; and
(B) The issuer and any predecessor during the past 3 calendar years have had average net earnings, determined in accordance with generally accepted accounting principles, which:
(i) Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding on the date that the registration statement is filed and equal at least 5% of the amount of these outstanding securities, as measured by the maximum cash offering price or the market price on a day selected by the registrant, within 30 days before the date of filing the registration statement, whichever is higher, or book value, on a day selected by the registrant within 90 days of the date of filing the registration statement, to the extent that there is not a readily determinable market price or a cash offering price; or
(ii) If the issuer and any predecessor has not had a security of the type specified in sub-subparagraph (i) of this subparagraph outstanding for 3 full calendar years, equal at least 5% of the amount, as measured in sub-subparagraph (i) of this subparagraph, of all securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in the District, are issued; and
(2) A security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if:
(A) A security of the same class has ever been registered under this chapter; or
(B) The security being registered was originally issued pursuant to an exemption under this chapter.
(b) In addition to the information specified in § 31-5603.06(c) and the consent to service of process required under § 31-5607.06, a registration statement under this section shall contain the following information and be accompanied by the following documents,:
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer and any significant subsidiary:
(A) The name, address, and form of organization;
(B) The state or jurisdiction of its organization and the date of its organization; and
(C) The general character and location of its business;
(3) With respect to a person on whose behalf a part of the offering is to be made in a non-issuer distribution:
(A) The person's name and address;
(B) The amount of the issuer's securities held by the person as of the date of the filing of the registration statement; and
(C) A statement of the person's reasons for making the offering;
(4) A description of the security being registered;
(6) A balance sheet of the issuer as of a date within 4 months before the filing of the registration statement;
(7) A summary of earnings:
(A) For each of the 2 calendar years preceding the date of the balance sheet and for any period between the close of the last calendar year and the date of the balance sheet; or
(B) For the period of existence of the issuer and any predecessor, if less than 2 years; and
(8) Two copies of the prospectus required by subsection (c) of this section.
(c)(1) As a condition of registration under this section, a prospectus containing any designated part of the information specified in subsection (b) of this section shall be sent or given to each person to whom an offer is made before or concurrently with the first to occur of:
(A) The first written offer to the person, other than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by the underwriter or broker-dealer as a participant in the distribution;
(B) The confirmation of a sale made by or for the account of the person;
(C) Payment under the sale; or
(D) Delivery of the security under the sale.
(2) Paragraph (1)(A) of this subsection may be satisfied by the use of a preliminary prospectus, so designated and bearing the legend which the Commissioner prescribes, if a final prospectus is sent or given to each recipient of the preliminary prospectus before or concurrently with whichever event in paragraph (1)(B), (C), and (D) first occurs.
(d) If a stop order is not in effect and a proceeding is not pending under § 31-5603.06, a registration statement under this section shall become effective at:
(1) Three o'clock p.m. eastern standard time or eastern daylight savings time, as applicable, of the 10th full business day after the filing of the registration statement or the last amendment; or
(2) At any earlier time which the Commissioner determines by rule or order.
(Oct. 26, 2000, D.C. Law 13-203, § 302, 47 DCR 7837; June 25, 2002, D.C. Law 14-150, § 2(e), 49 DCR 4238.)
HISTORICAL AND STATUTORY NOTES
Effect of Amendments
D.C. Law 14-150, in subsec. (b), substituted "31-5603.06(c)" for "31- 5603.05(c)".
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
For Law 14-150, see notes following § 31-5601.01.
(a) A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the security may be registered by coordination.
(b) In addition to the information specified in § 31-5603.06(c) and the consent to service of process required under § 31-5607.06, a registration statement under this section shall contain the following information and be accompanied by the following documents:
(1) Two copies of the latest prospectus or offering circular filed under the Securities Act of 1933;
(2) If the Commissioner, by rule or order, requires:
(A) A copy of the articles of incorporation and by-laws, or their substantial equivalents, as currently in effect;
(B) A copy of any agreement with or among underwriters;
(C) A copy of any indenture or other instrument governing the issuance of the security to be registered; and
(D) A specimen, copy, or description of the security;
(3) If the Commissioner requests, any other information or copies of any document filed under the Securities Act of 1933; and
(4) An undertaking to forward all future amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement, promptly and not later than the first business day after the day on which they are forwarded to or filed with the Securities and Exchange Commission, whichever occurs first.
(c) A registration statement under this section shall become effective at the time that the federal registration statement becomes effective if all of the following conditions are satisfied:
(1) A stop order is not in effect and a proceeding is not pending under § 31-5603.06;
(2) The registration statement has been on file with the Commissioner for at least 10 business days; and
(3) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for 2 full business days, or any shorter period which the Commissioner permits by rule or otherwise, and the offering is made within those limitations.
(d) The registrant shall promptly notify the Commissioner, in writing, facsimile transmission, or other means considered acceptable by the Commissioner, of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and shall promptly file a post-effective amendment containing the information and documents in the price amendment.
(e) Upon failure to receive the required notification and post-effective amendment with respect to the price amendment, the Commissioner may enter a stop order, without notice or hearing, retroactively the denying the effectiveness of the registration statement or suspending its effectiveness until there is compliance with subsection (d) of this section if the Commissioner promptly notifies the registrant by telephone or otherwise, and promptly confirms by letter, facsimile transmission, or otherwise if the Commissioner notifies by telephone, of the issuance of the order. If the registrant proves compliance with the requirements of subsection (d) of this section as to notice and post-effective amendment, the stop order shall be void as of the time of its entry.
(f) The Commissioner may, by rule or otherwise, waive either or both of the conditions specified in subsection (c)(2) or (3) of this section.
(g) If the federal registration statement becomes effective before all of the conditions in subsection (c) of this section are satisfied and they are not waived, the registration statement shall become effective when all the conditions are satisfied. If the registrant advises the Commissioner of the date when the federal registration statement is expected to become effective, the Commissioner shall promptly advise the registrant by telephone, facsimile, or otherwise, at the registrant's expense, whether all of the conditions are satisfied and whether the Commissioner then contemplates the institution of a proceeding under § 31-5603.06. This advice by the Commissioner shall not preclude the institution of a proceeding for a stop order suspending the effectiveness of the registration statement.
(h) The Commissioner may, by rule or order, waive or modify the application of a requirement of this section if a provision, or an amendment, repeal, or other alteration of the securities registration provisions, of the Securities Act of 1933, or the regulations adopted thereunder, render the waiver or modification appropriate for further coordination of District and federal law.
(Oct. 26, 2000, D.C. Law 13-203, § 303, 47 DCR 7837; June 25, 2002, D.C. Law 14-150, § 2(f), 49 DCR 4238.)
HISTORICAL AND STATUTORY NOTES
Effect of Amendments
D.C. Law 14-150, in subsec. (b), substituted "31-5603.06(c)" for "31- 5603.05(c)".
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
For Law 14-150, see notes following § 31-5601.01.
(a) A security may be registered by qualification.
(b) In addition to the information specified in § 31-5603.06(c) and the consent to service of process required under § 31-5607.06, a registration statement under this section shall contain the following information and be accompanied by the following documents:
(1) With respect to the issuer and any significant subsidiary:
(A) The name, address, and form of its organization;
(B) The state or foreign jurisdiction and date of its organization;
(C) The general character and location of its business;
(D) A description of its physical properties and equipment;
(E) A statement of the general competitive conditions in the industry or business in which it is or will be engaged; and
(F) Certified copies of its articles of incorporation;
(2) With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions:
(A) The name, address, and principal occupation for the past 5 years;
(B) The amount of securities of the issuer held by the person as of a specified date within 30 days of the filing of the registration statement;
(C) The amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and
(D) A description of any material interest in any material transaction that the person has effected, or proposed to effect, with the issuer or any significant subsidiary of the issuer within the past 3 years;
(3) With respect to persons covered under paragraph (2) of this subsection, the remuneration paid during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer, including all its predecessors, parents, subsidiaries, and affiliates, to all these persons in the aggregate;
(4) With respect to a person owning of record, or beneficially if known, 10% or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) of this subsection other than the person's occupation;
(5) With respect to every promoter if the issuer was organized within the past 3 years, the information specified in paragraph (2) of this subsection, any amount paid, or intended to be paid, to the promoter within the 3-year period or intended to be paid to the promoter and a description of the services or other consideration provided in return for the payment;
(6) With respect to a person on whose behalf a part of the offering is to be made in a non-issuer distribution:
(A) The person's name and address;
(B) The amount of securities of the issuer held by the person as of the date of the filing of the registration statement;
(C) A description of any material interest in any material transaction that the person has effected, or proposed to effect, with the issuer or any significant subsidiary of the subsidiary within the past 3 years; and
(D) A statement of the person's reasons for making the offering;
(7)(A) The capitalization and long-term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered; and
(B) A statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else, for which the issuer or any subsidiary has issued any of its securities within the past 2 years or is obligated to issue any of its securities;
(8)(A) The amount and kind of securities to be offered; the proposed offering price or method by which it shall be computed, and any variation from the offering price at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; and the basis upon which the offering is to be made if otherwise than for cash;
(B) The estimated aggregate underwriting and selling discounts or commissions and finders' fees, separately stating the amount of cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering, or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts;
(C) The estimated amounts of other selling expenses, including legal, engineering, and accounting charges, the name and address of every underwriter and every recipient of a finder's fee, and a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of the agreement whose terms have not yet been determined; and
(D) A description of the plan of distribution of securities which are to be offered otherwise than through an underwriter;
(9)(A) The estimated cash proceeds to be received by the issuer from the offering, the purposes for which the proceeds are to be used by the issuer, and the amount to be used for each purpose;
(B) The order or priority in which the proceeds will be used for the purposes stated, the amounts of any funds to be raised from other sources to achieve the purposes stated, and the sources of such funds; and
(C) If any part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business:
(i) The names and addresses of the vendors;
(ii) The purchase price;
(iii) The names of persons who have received commissions in connection with the acquisition; and
(iv) The amount of the commissions and any other expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition;
(10) A description of stock options or other security options outstanding, or to be created in connection with the offering, and the amount of such options held, or to be held, by a person required to be named in paragraphs (2), (4), (5), (6), or (8) of this subsection and by a person who holds, or will hold, 10% or more, in the aggregate, of any such options;
(11)(A) The dates of, parties to, and general effect, concisely stated of, every management or other material contract made, or to be made, otherwise than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past 2 years, together with a copy of the contract; and
(B) A description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets, including any litigation or proceeding known to be contemplated by governmental authorities;
(12) Two copies of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended, as of the effective date, to be used in connection with the offering;
(13) A specimen, copy, or description of the security being registered; a certified copy of the issuer's articles of incorporation and a certified copy of its bylaws, or their substantial equivalents, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered;
(14) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which opinion shall state whether the security when sold will be legally issued, fully paid, and non-assessable, and, if a debt security, a binding obligation of the issuer;
(15) The written consent of an accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than a public and official document or statement, which is used in connection with the registration statement;
(16) A certified statement of financial condition of the issuer as of a date within 4 months prior to the filing of the registration statement; a balance sheet, profit and loss statement, and analysis of surplus for each of the 3 calendar years preceding the date of the statement of financial condition and for any period between the close of the last calendar year and the date of the statement of financial condition, or for the period of the issuer's and any predecessors existence if less than 3 years, and if any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant; and
(17) Any additional information the Commissioner may require by rule or order.
(c) A registration statement under this section shall become effective no later than 60 calendar days after the date of the registration statement or the last statement other than a price amendment is filed if:
(1) No stop order is in effect and no proceeding is pending under § 31- 5603.06;
(2) The Commissioner has not ordered under subsection (d) of this section that effectiveness be delayed; and
(3) The registrant has not requested that effectiveness be delayed.
(d) The Commissioner may delay effectiveness for a single period not to exceed 90 days if the Commissioner determines that the registration statement is not complete in all material respects and promptly notifies the registrant of the determination. The Commissioner may delay effectiveness for a single period not to exceed 30 days if the Commissioner determines that delay is necessary, whether or not the Commissioner previously delayed effectiveness under this subsection.
(Oct. 26, 2000, D.C. Law 13-203, § 304, 47 DCR 7837; June 25, 2002, D.C. Law 14-150, § 2(g), 49 DCR 4238.)
HISTORICAL AND STATUTORY NOTES
Effect of Amendments
D.C. Law 14-150, in subsec. (b), substituted "31-5603.06(c)" for "31- 5603.05(c)".
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
For Law 14-150, see notes following § 31-5601.01.
(a) A face-amount certificate company, an open-end management company, a closed-end management company that is not a federal covered security under section 18(b)(1) of the Securities Act of 1933, or a unit investment trust, as those terms are defined in the Investment Company Act of 1940, shall comply with the requirements of this section if the company or trust files:
(1) A notice under § 31-5603.08 of the offer or sale in the District of an indefinite amount of federal covered securities specified in section 18(b)(2) of the Securities Act of 1933; or
(2) An application to register under § 31-5603.03 the offer or sale in the District of an indefinite amount of securities.
(b)(1) A face-amount certificate company or an open-end management company, at the time of filing, shall pay an initial fee established by the Commissioner.
(2) Within 60 days after the issuer's fiscal year end during which its registration statement is effective or notice required by § 31-5603.08 is filed, a face-amount certificate company or an open-end management company shall:
(A) Pay a fee in an amount established by rule; or
(B) File a report, on a form that the Commissioner, by rule, adopts for the reporting of all sales of securities to persons within the District during the fiscal year, and pay a fee based upon the maximum aggregate offering price at which the securities were sold in the District in accordance with a formula established by rule.
(3)(A) To calculate the net amount due under paragraph (2)(B) of this subsection, the initial fee paid in accordance with paragraph (1) of this subsection shall be deducted from the aggregate fee.
(B) Except as provided in subsection (d) of this section, the aggregate fee due under this subsection may not exceed the maximum aggregate fee established by rule.
(C) If the aggregate fee due under paragraph (2)(B) of this subsection is less than the initial fee, no additional amount shall be payable and no credit or refund shall be allowed or returned.
(c)(1) At the time of the filing, a unit investment trust or a closed-end management company that is not a federal covered security under section 18(b)(1) of the Securities Act of 1933 shall pay an initial fee established by rule.
(2) Within 60 days after the anniversary of the date on which the issuer's offer became effective or its notice filed under § 31-5603.08 was accepted, a unit investment trust or closed-end management fund that is not a federal covered security under section 18(b)(1) of the Securities Act of 1933 shall:
(A) Pay a fee in an amount established by rule; or
(B) File a report, on a form that the Commissioner, by rule, adopts for the reporting of all sales of securities to persons within the District during the effective period of the registration statement or the acceptance period of the notice filed under § 31-5603.08; and pay a fee based upon the maximum aggregate offering price at which the securities were sold in the District in accordance with a formula established by rule.
(3)(A) To calculate the net amount due under paragraph (2)(B) of this subsection, the initial fee paid in accordance with paragraph (2) of this subsection shall be deducted from the aggregate fee.
(B) Except as provided in subsection (d) of this section, the aggregate fee due under paragraph (2)(B) of this subsection may not exceed the maximum aggregate fee established by rule.
(C) If the aggregate fee under paragraph (2)(B) of this subsection is less than the initial fee, no additional amount shall be payable and no credit or refund shall be allowed or returned.
(d)(1) The Commissioner may, by rule or order, extend the length of the renewal period to a period not exceeding 2 years for the effectiveness of a registered offering or for a notice filed under § 31-5603.08.
(2) If the Commissioner extends a renewal period in excess of one year, the fee shall be prorated for the extended renewal period.
(Oct. 26, 2000, D.C. Law 13-203, § 305, 47 DCR 7837; June 25, 2002, D.C. Law 14-150, § 2(h), 49 DCR 4238.)
HISTORICAL AND STATUTORY NOTES
Effect of Amendments
D.C. Law 14-150, in subsec. (a), substituted "open-end" for "open"; and in subsec. (c)(3)(B)(iii), substituted "(C) If" for "(iii) If".
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
For Law 14-150, see notes following § 31-5601.01.
(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed under this chapter.
(b) A person filing a registration statement shall pay a filing fee in an amount established by rule. If a registration statement is withdrawn or abandoned before the effective date, or if a pre-effective stop order is entered under § 31-5603.06, the Commissioner shall retain the fee.
(c) Every registration statement shall specify:
(1) The amount of securities to be offered in the District;
(2) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
(3) Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in any state, by any court, or by the Securities and Exchange Commission.
(d) A document filed under this chapter may be incorporated by reference in the registration statement to the extent that the document is currently accurate.
(e) The Commissioner may, by rule or order, permit the omission of an item of information or document from a registration statement.
(f) In the case of a non-issuer offering, the Commissioner may not require information under § 31-5603.04 unless it is known to the person filing the registration statement or on whose behalf the offering is to be made or can be furnished by the person without unreasonable effort or expense.
(g) The Commissioner may, by rule or order, require as a condition of registration by coordination under § 31-5603.03, and registration by qualification under § 31-5603.04, for an issuer that has no public market for its shares or no significant earnings from continuing operations during the last 5 years or any shorter period of its existence:
(1) That any security to be issued for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and
(2) That the proceeds from the sale of the registered security in the District be impounded until the issuer receives a specified amount from the sale of the security either in the District or elsewhere.
(h) The Commissioner may, by rule or order, require as a condition of registration that any security registered by qualification or coordination be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the Commissioner or preserved for a period, not to exceed 3 years, specified in the rule or order.
(i) Except during the time of stop order is in effect under § 31-5603.07, a registration statement shall be effective for one year from its effective date, or any longer period during which the security is being offered or distributed in a non-exempt 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 the underwriter or broker-dealer as a participant in the distribution.
(j) During the period that a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.
(k) A registration statement may be amended after its effective date to increase the securities specified to be offered and sold if the public offering price and the underwriters' discounts and commissions are not changed from the respective amounts of which the Commissioner was informed. The amendment shall become effective when the Commissioner so orders. A person filing an amendment shall pay an amendment fee in the amount established by rule. The amendment shall relate back to the date of the sale of the additional securities being registered; provided, that within 6 months of the date of the sale, the amendment is filed and the additional fee is paid.
(l) The Commissioner may, by rule or order, require as a condition of registration under § 31-5603.02, § 31-5603.03 or § 31-5603.04 that a prospectus be sent or given to each person to whom an offer is made in accordance with the prospectus delivery requirements of the Securities Act of 1933. The Commissioner may require that a prospectus containing any part of the information specified in § 31-5603.04(b) be sent or given to each person to whom an offer is made before the sale of the security.
(Oct. 26, 2000, D.C. Law 13-203, § 306, 47 DCR 7837.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
(a) The Commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the Commissioner finds the order is in the public interest, and:
(1) The registration statement as of its effective date (or any earlier date in the case of an order denying effectiveness), any amendment under § 31- 5603.05(k) as of its effective date, or any report under § 31-5603.05(j) is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;
(2) This chapter or any rule, order, or condition lawfully imposed under this chapter has been willfully violated in connection with the offering by:
(A) The person filing the registration statement;
(B) The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or
(C) An underwriter;
(3) The security registered, or sought to be registered, is the subject of an administrative stop order or similar order or a permanent or temporary injunction of a court of competent jurisdiction entered under a federal or state act applicable to the offering; provided, that the Commissioner shall not:
(A) Institute a proceeding against an effective registration statement under this subsection more than one year from the date of the order or injunction relied on; and
(B) Enter an order under this subsection on the basis of an order or injunction entered under the law of a state unless the order or injunction was based on facts which would constitute a basis for a stop order under this subsection;
(4) The issuer's enterprise or method of business includes, or would include, activities which are illegal where performed;
(5) The offering has worked, or tended to work, a fraud upon purchasers or would so operate;
(6) The offering has been, or would be made, with an unreasonable amount of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participation, or unreasonable amount or kind of options;
(7) If a security is sought to be registered by notification, it is not eligible for such registration; or
(8) If a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by § 31-5603.03(b)(4).
(b) If an applicant or registrant has failed to pay the proper filing fee and the Commissioner finds that it is in the public interest, the Commissioner may enter a denial order for a registration statement and shall vacate the order when the deficiency has been corrected.
(c) The Commissioner shall not institute a stop order proceeding against an effective registration statement on the basis of a fact or transaction known to the Commissioner when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective.
(d) The Commissioner may, by order, summarily postpone or suspend the effectiveness of the registration statement pending the final determination of a proceeding under this section. Upon the entry of the order, the Commissioner shall promptly notify each person specified in subsection (e) of this section that it has been entered, of the reasons therefor, and that, within 30 days after the receipt of a written request, the matter will be scheduled for hearing. If no hearing is requested and none is ordered by the Commissioner, the order will remain in effect until it is modified or vacated by the Commissioner. If a hearing is requested or ordered, the Commissioner, after notice of an opportunity for hearing to each person specified in subsection (e) of this section, may modify or vacate the order or extend it until final determination.
(e) No stop order may be entered under this section, except the first sentence of subsection (d) of this section, without:
(1) Appropriate prior notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be, or have been, offered;
(2) Opportunity for a hearing; and
(3) Written findings of fact and conclusions of law.
(f) The Commissioner may vacate or modify a stop order if he or she finds that the conditions which prompted its entry have changed or it is otherwise in the public interest to do so.
(Oct. 26, 2000, D.C. Law 13-203, § 307, 47 DCR 7837.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
(a) This section shall apply to a federal covered security that is not otherwise exempt from the requirements of § 31-5603.01 pursuant to § 31- 5604.01 or § 31-5604.02.
(b) A security that is a federal covered security under section 18(b)(2) of the Securities Act of 1933 may be offered for sale and sold into, from, or within the District upon:
(1)(A) The filing with the Commissioner a copy of the registration statement filed by the issuer with the Securities and Exchange Commission under the Securities Act of 1933; or
(B) In lieu of filing a copy of the registration statement, the filing of a notice as prescribed by the Commissioner by rule or order;
(2) The filing of the consent to service of process required under § 31- 5607.06; and
(3) The payment of a filing fee in the amount established by rule, per class, or per series.
(c)(1) A notice filing under this section shall be effective for one year commencing upon the later of the date the notice or registration statement, as applicable, is received by the Commissioner or the date the offering is effective with the Securities and Exchange Commission. A notice filing may be renewed by filing, before the expiration of an effective notice filing, the documents and fees required by subsection (b) of this section. A renewal notice filing shall be effective upon the expiration of the previous notice filing.
(2) A previously filed consent to service of process may be incorporated by reference in a renewal filing to the extent that the previously filed consent to service of process is currently accurate.
(3) After the initial offer of the federal covered security in the District, all documents that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 shall be filed promptly with the Commissioner upon request. A notice filing may be terminated by an issuer upon notice to the Commissioner of such termination.
(d) The Commissioner may, by rule or order, require the issuer of a security that is a federal covered security under section 18(b)(4)(D) of the Securities Act of 1933 to:
(1) File a notice on a Form D as adopted by the Securities and Exchange Commission;
(2) File the consent to service of process required under § 31-5607.06 no later than 15 days after the first sale in the District of the federal covered security; and
(3) Pay a filing fee in the amount established by rule.
(e) The Commissioner may, by rule or order, require the filing of a document filed with the Securities and Exchange Commission under the Securities Act of 1933 for a security that is a federal covered security under section 18(b)(3) or (4) of the Securities Act of 1933 and the payment of a filing fee in the amount established by rule.
(f) Except for a security covered by section 18(b)(1) of the Securities Act of 1933, the Commissioner may issue a stop order suspending the offer and sale of a federal covered security in the District if the Commissioner finds the order is in the public interest and there is a failure to comply with a requirement of this section. The Commissioner may, by rule or order, waive any or all of the provisions of this section.
(Oct. 26, 2000, D.C. Law 13-203, § 308, 47 DCR 7837; Oct. 3, 2001, D.C. Law 14-28, § 2902, 48 DCR 6981.)
HISTORICAL AND STATUTORY NOTES
Effect of Amendments
D.C. Law 14-28, in subsec. (b)(3), deleted "for unit investment trusts" following "series".
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
For Law 14-28, see notes following § 31-2001.
(a) A registration statement may be withdrawn, at the discretion of the Commissioner, after receipt by the Commissioner of an application to withdraw, unless a revocation or suspension proceeding is pending when the withdrawal application is filed.
(b) If a proceeding is pending or instituted, withdrawal shall be effective at the time and upon the conditions that the Commissioner, by order, determines. If no proceeding is pending or instituted and withdrawal becomes effective, the Commissioner may institute a proceeding under § 31-5603.06 and enter an order as of the last date on which the registration was effective.
(c) A registration statement that has not been made effective within one year of the initial filing may be deemed abandoned by the Commissioner.
(Oct. 26, 2000, D.C. Law 13-203, § 309, 47 DCR 7837.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For Law 13-203, see notes following § 31-5601.01.
