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The Vermont Statutes Online
Title
09
:
Commerce and Trade
Chapter
150
:
SECURITIES ACT
Subchapter
003
:
REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES
§
5302. Notice filing
(a) With respect
to a federal covered security, as defined in 15 U.S.C. § 77r(b)(2), that is not
otherwise exempt under sections 5201 through 5203 of this title, a rule adopted
or an order issued under this chapter may require the filing of any or all of
the following records:
(1) before the
initial offer of a federal covered security in this State, all records that are
part of a federal registration statement filed with the Securities and Exchange
Commission under 15 U.S.C. § 77a et seq. and a consent to service of process
complying with section 5611 of this chapter signed by the issuer and the
payment of a registration fee as set forth in subsection (e) of this section;
(2) after the
initial offer of the federal covered security in this State, all records that
are part of an amendment to a federal registration statement filed with the
Securities and Exchange Commission under 15 U.S.C. § 77a et seq.; and
(3) to the
extent necessary or appropriate to compute fees, a report of the value of the
federal covered securities sold or offered to persons present in this State in
such form and at such time as the Commissioner may prescribe if the
State-specific sales data are not included and available in records filed with
the Securities and Exchange Commission.
(b) A notice
filing under subsection (a) of this section is effective for one year from the
date the notice filing is accepted as complete by the Office of the
Commissioner. On or before expiration, the issuer may renew a notice filing by
filing a copy of those records filed by the issuer with the Securities and
Exchange Commission that are required by rule or order under this chapter to be
filed and by paying an annual renewal fee as set forth in subsection (e) of
this section. A previously filed consent to service of process complying with
section 5611 of this title may be incorporated by reference in a renewal. A
renewed notice filing becomes effective upon the expiration of the filing being
renewed.
(c) With respect
to a security that is a federal covered security under 15 U.S.C. §
77r(b)(4)(D), a rule under this chapter may require a notice filing by or on
behalf of an issuer to include a copy of Form D, including the Appendix, as
promulgated by the Securities and Exchange Commission, and a consent to service
of process complying with section 5611 of this chapter signed by the issuer not
later than 15 days after the first sale of the federal covered security in this
State and the payment of a fee as set forth in subsection (e) of this section.
The notice filing shall be effective for one year from the date the notice
filing is accepted as complete by the Office of the Commissioner. On or before
expiration, the issuer may annually renew a notice filing by filing a copy of
those records filed by the issuer with the Securities and Exchange Commission
that are required by rule or order under this chapter to be filed and by paying
an annual renewal fee as set forth in subsection (e) of this section.
(d) Subject to
the provisions of 15 U.S.C. § 77r(c)(2) and any rules adopted thereunder, with
respect to any security that is a federal covered security under 15 U.S.C. §
77r(b)(3) or (4)(A)-(C) and that is not otherwise exempt under sections 5201
through 5203 of this title, a rule adopted or order issued under this chapter
may require any or all of the following with respect to such federal covered
securities, at such time as the Commissioner may deem appropriate:
(1) The filing
of documents as deemed appropriate by the Commissioner.
(2) The filing of
a consent to service of process complying with section 5611 of this chapter.
(3) The payment
of fees as set forth in subsection (e) of this section, including fees for
renewal of a notice filing, as appropriate. The notice filing shall be
effective for one year from the date the notice filing is accepted as complete
by the office of the Commissioner.
(e) At the time
of the filing of the information prescribed in subsections (a), (b), (c), or
(d) of this section, the issuer shall pay to the Commissioner a fee of $600.00.
If the notice filing is withdrawn or otherwise terminated, the Commissioner
shall retain the fee paid. Open-end investment companies subject to 15 U.S.C. §
80a-1 et seq. shall pay an initial notice filing fee and annual renewal fee for
each portfolio or class of investment company securities for which a notice
filing is submitted.
(f) Nothing in
this section shall be construed to require the notice filing or payment of
notice filing fees with respect to variable annuities or variable life insurance
products.
(g) Except with
respect to a federal covered security under 15 U.S.C. 77r(b)(1), if the
Commissioner finds that there is a failure to comply with a notice or fee
requirement of this section, the Commissioner may issue a stop order suspending
the offer and sale of a federal covered security in this State. If the
deficiency is corrected, the stop order is void as of the time of its issuance
and no penalty may be imposed by the Commissioner. (Added 2005, No. 11, § 1,
eff. July 1, 2006; amended 2007, No. 49, § 28; 2007, No. 153 (Adj. Sess.), §
29; 2011, No. 78 (Adj. Sess.), § 32, eff. April 2, 2012.)