2006 Utah Code - 61-1-11 — Provisions applicable to registration generally.

     61-1-11.   Provisions applicable to registration generally.
     (1) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a licensed broker-dealer.
     (2) Every person filing a registration statement shall pay a filing fee as determined under Section 61-1-18.4.
     (3) 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.
     (4) Any document filed under this chapter or a 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 document is currently accurate.
     (5) The division may permit the omission of any item of information or document from any registration statement.
     (6) In the case of a nonissuer distribution, information may not be required under Section 61-1-10 or Subsection 61-1-11 (9) unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.
     (7) (a) The division may require as a condition of registration by qualification or coordination:
     (i) that any security issued within the past three 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
     (ii) that the proceeds from the sale of the registered security be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere.
     (b) The division may determine the conditions of any escrow or impounding required by this subsection, but it may not reject a depository solely because of location in another state.
     (8) (a) Every registration statement is effective for one year from its effective date.
     (b) All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction:
     (i) so long as the registration statement is effective; and
     (ii) between the 30th day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under Section 61-1-12, if the registration statement did not relate in whole or in part to a nonissuer distribution, and one year from the effective date of the registration statement.
     (c) A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding.
     (d) A registration statement may be withdrawn otherwise only in the discretion of the division.
     (9) So long as a registration statement is effective and the offering is not completely sold, the division may 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.

---

     (10) (a) A registration statement may be amended after its effective date so as to increase the securities specified to be offered and sold, if the public offering price and underwriters' discounts and commissions are not changed from the respective amounts of which the division was informed.
     (b) The amendment becomes effective when the division so orders.
     (c) Every person filing an amendment shall pay a registration fee as determined under Section 61-1-18.4 with respect to the additional securities proposed to be offered.
     (d) The amendment relates back to the date of the sale of the additional security being registered, provided that within six months of the date of the sale the amendment is filed and the additional registration fee is paid.
     (11) (a) Except as otherwise provided in Subsection (b), an issuer may only employ or engage an agent to effect or attempt to effect transactions in its securities who is licensed under this chapter and associated with a licensed broker-dealer.
     (b) A partner, officer, or director of an issuer, or a person occupying a similar status or performing similar functions, may act as an agent of the issuer to effect or attempt to effect transactions in its securities, provided the person is licensed under this chapter and receives no commission or other remuneration, directly or indirectly, for effecting or attempting to effect the transactions.
     (12) (a) Any security that is offered or sold under Section 4(5) of the Securities Act of 1933 or that is a "mortgage related security" as defined in Section 3(a)(41) of the Securities Exchange Act of 1934 shall not be exempt under Subsection 61-1-14 (1)(a) to the same extent as any obligation issued by or guaranteed as to principal and interest by the United States or an agency or instrumentality of the United States. Accordingly, any such security shall comply with the applicable registration and qualification requirements set forth in this chapter.
     (b) This subsection specifically overrides the preemption of state law contained in Section 106(c) of the Secondary Mortgage Market Enhancement Act of 1984, Public Law Number 98-440.

Amended by Chapter 12, 1994 General Session