Missouri Revised Statutes













Chapter 409

Regulation of Securities

←409.03-304

Section 409.3-305.1

409.03-306→

August 28, 2015

Securities registration filings.

409.3-305. (a) A registration statement may be filed by the issuer, a

person on whose behalf the offering is to be made, or a broker-dealer

registered under this act.



(b) A person filing a registration statement shall pay a filing fee of

one hundred dollars. Each person shall pay a registration fee equal to

one-twentieth of one percent of the amount by which the maximum aggregate

offering price at which the registered securities are to be offered in this

state exceeds one hundred thousand dollars. In no case shall the

registration fee be more than nine hundred dollars. If a registration

statement is withdrawn before the effective date or a preeffective stop order

is issued under section 409.3-306, the commissioner shall retain a filing fee

of one hundred dollars. A person filing a renewal of a registration statement

shall pay a filing fee of one hundred dollars.



(c) A registration statement filed under section 409.3-303 or 409.3-304

must specify:



(1) The amount of securities to be offered in this state;



(2) The states in which a registration statement or similar record in

connection with the offering has been or is to be filed; and



(3) Any adverse order, judgment, or decree issued in connection with the

offering by a state securities regulator, the Securities and Exchange

Commission, or a court.



(d) A record filed under this act or the predecessor act within five

years preceding the filing of a registration statement may be incorporated by

reference in the registration statement to the extent that the record is

currently accurate.



(e) In the case of a nonissuer distribution, information or a record may

not be required under subsection (i) or section 409.3-304, unless it is known

to the person filing the registration statement or to the person on whose

behalf the distribution is to be made or unless it can be furnished by those

persons without unreasonable effort or expense.



(f) A rule adopted or order issued under this act may require as a

condition of registration that a security issued within the previous five

years or to be issued to a promoter for a consideration substantially less

than the public offering price or to a person for a consideration other than

cash be deposited in escrow; and that the proceeds from the sale of the

registered security in this state be impounded until the issuer receives a

specified amount from the sale of the security either in this state or

elsewhere. The conditions of any escrow or impoundment required under this

subsection may be established by rule adopted or order issued under this act,

but the commissioner may not reject a depository institution solely because

of its location in another state.



(g) A rule adopted or order issued under this act may require as a

condition of registration that a security registered under this act be sold

only on a specified form of subscription or sale contract and that a signed

or conformed copy of each contract be filed under this act or preserved for a

period specified by the rule or order, which may not be longer than five

years.



(h) Except while a stop order is in effect under section 409.3-306, a

registration statement is effective for one year after its effective date, or

for any longer period designated in an order under this act during which the

security is being offered or distributed in a nonexempted transaction by or

for the account of the issuer or other person on whose behalf the offering is

being made or by an underwriter or broker-dealer that is still offering part

of an unsold allotment or subscription taken as a participant in the

distribution. A registration statement remains effective for each additional

year by filing a renewal as described by rule adopted or order issued under

this act. For the purposes of a nonissuer transaction, all outstanding

securities of the same class identified in the registration statement as a

security registered under this act are considered to be registered while the

registration statement is effective. If any securities of the same class are

outstanding, a registration statement may not be withdrawn until one year

after its effective date. A registration statement may be withdrawn only with

the approval of the commissioner.



(i) While a registration statement is effective, a rule adopted or order

issued under this act may require the person that filed the registration

statement to file reports, not more often than quarterly, to keep the

information or other record in the registration statement reasonably current

and to disclose the progress of the offering.



(j) A registration statement may be amended after its effective date.

The post-effective amendment becomes effective when the commissioner so

orders. If a post-effective amendment is made to increase the number of

securities specified to be offered or sold, the person filing the amendment

shall pay a registration fee as described in subsection (b). A

post-effective amendment relates back to the date of the offering of the

additional securities being registered if, within one year after the date of

the sale, the amendment is filed and the additional registration fee is paid.



(L. 2003 H.B. 380)



Effective 9-01-03







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