§5302. Notice filing

Link to law: http://legislature.vermont.gov/statutes/section/09/150/05302
Published: 2015

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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.)
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