2012 New Hampshire Revised Statutes
Title XXXVIII - SECURITIES
Chapter 421-B - SECURITIES
Section 421-B:15 - Provisions Applicable to Registration Generally.

    421-B:15 Provisions Applicable to Registration Generally. –
    I. A registration statement may be filed with the secretary of state by the issuer, any other person on whose behalf the offering is to be made, or a licensed broker-dealer.
    II. Every registration statement shall specify:
       (a) The amount of securities to be offered in this state;
       (b) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
       (c) Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or the Securities and Exchange Commission.
    II-a. (a) Issuers of securities registered under this chapter shall provide quarterly financial reports within 60 days of the end of each quarter to their shareholders, partners, and members. Such quarterly reports need not be independently audited.
       (b) The requirements of subparagraph (a) shall not apply to issuers of securities required to file reports pursuant to section 13 or section 15 of the federal Securities Exchange Act of 1934.
    III. Any document filed under this chapter or a predecessor chapter within 5 years preceding the filing with the secretary of state of a registration statement may be incorporated by reference in the registration statement to the extent that the document is currently accurate.
    IV. The secretary of state may by rule or otherwise permit the omission of any item of information or document from any registration statement.
    V. The secretary of state may by rule or order require as a condition of registration by qualification or coordination:
       (a) That any security issued within the past 3 years or to be issued to a promoter 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
       (b) 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.
    VI. The secretary of state may by rule or order determine the conditions of any escrow or impounding required under this section, but he may reject a depository solely because of location in another state only if the offering is not being registered under the Securities Act of 1933 and the principal place of business of the registrant is in this state.
    VII. The secretary of state 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 secretary of state or preserved for any period up to 3 years specified in the rule or order.
    VIII. Every registration statement shall be effective, for the purpose of any non-issuer distribution until withdrawn, suspended, or revoked. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any non-issuer transaction so long as the registration statement is effective. A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding. With respect to non-issuer sales of covered securities under section 18(b)(4)(A) of the Securities Act of 1933, refer to RSA 421-B:11 and RSA 421-B:31, I(h).
    IX. So long as a registration statement is effective, the secretary of state may by rule or order require the person who filed the registration statement to file with him reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement, to disclose the process of the offering and the use of any proceeds received from the offering, and to submit reports of sales. The secretary of state may by rule or order require that the issuer distribute annual reports to its shareholders.
    IX-a. [Repealed.]
    X. A registration statement relating to a security issued by a face amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the Investment Company Act of 1940, may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the secretary of state so orders.
    XI. So long as a registration statement is effective the secretary of state may require an issuer to file with him an annual report in such form as the secretary of state by rule prescribes. Failure to file the annual report within 30 days after its request may be deemed a request for withdrawal.
    XII. No registration shall be deemed to be filed with the secretary of state until the fee established pursuant to RSA 421-B:31 has been paid.
    XIII. The secretary of state may, as an alternative means of registration under RSA 421-B:12, 421-B:13 or 421-B:14, register securities by means of or through the facilities of a national organization which facilitates securities registration on a nationwide basis.
    XIV. All mutual funds doing business in this state offering multiple classes of shares shall register each class individually, and pay the fee set forth in RSA 421-B:31, I(d). All mutual funds doing business in this state offering securities through a combined prospectus shall register each portfolio and each class thereof contained in the combined prospectus and pay the fees set forth in RSA 421-B:31, I, unless it can be shown that such securities are specifically exempted from registration under this chapter.
    XV. The secretary of state may deem abandoned and withdrawn any registration statement submitted pursuant to this chapter if any registrant fails to respond in writing within 90 days to a written request from the secretary of state requesting a response.

Source. 1981, 214:1. 1986, 115:1. 1987, 393:4; 411:2. 1988, 248:1. 1991, 355:80. 1992, 288:31, 44, 45. 1994, 388:9-11. 1996, 239:22. 1997, 112:12; 296:16, 23. 2001, 260:15. 2003, 156:6, 7, eff. Aug. 16, 2003. 2006, 245:14, 26, eff. July 1, 2006.