2016 Wyoming Code
TITLE 17 - COPRORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 4
SECTION 17-4-111 - Registration of securities; registration provisions generally.

17-4-111. Registration of securities; registration provisions generally.

(a) Who may file statement.-A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer.

(b) Every person shall pay a filing fee of 1/50 of 1 percent (.0002) of the total dollar offering amount to be offered in this state, but the fee shall in no case be less than two hundred dollars ($200.00) nor more than six hundred dollars ($600.00) when filing an initial registration statement or renewing a previously filed registration statement. When a registration statement is withdrawn before the effective date or a preeffective stop order is entered under W.S. 17-4-112 the secretary of state shall retain one hundred dollars ($100.00) of the fee.

(c) Contents of statement.-Every registration statement shall specify:

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

(ii) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and

(iii) 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.

(d) Incorporation of previously filed documents.-Any document filed under this act or a predecessor act within five (5) 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.

(e) Permitting omissions from statement.-The secretary of state may by rule or otherwise permit the omission of any item of information or document from any registration statement.

(f) Information which may not be required.-In the case of a nonissuer distribution, information may not be required under W.S. 17-4-110 or 17-4-111(k) 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.

(g) Escrow or impounding.-The secretary of state may by rule or order require as a condition of registration by qualification or coordination (i) that any security issued within the past three (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 (ii) 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 secretary of state may by rule or order determine the conditions of any escrow or impounding required hereunder, but he may not reject a depository solely because of location in another state.

(h) Subscription or sale contract.-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 three (3) years specified in the rule or order.

(j) Duration of statement.-Every registration statement is effective for one (1) year from its effective date except during the time a stop order is in effect under W.S. 17-4-112. A request for renewing a registration statement for an additional year shall be accompanied by a sales report pursuant to subsection (k) of this section and the prescribed filing fee. 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 thirtieth day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under W.S. 17-4-112 (if the registration statement did not relate in whole or in part to a nonissuer distribution) and one (1) year from the effective date of the registration statement. A registration statement may not be withdrawn for one (1) year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the secretary of state.

(k) Reports.-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 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.

(m) Amendments.-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. Every person filing such an amendment shall pay the filing fee specified in subsection (b) of this section.