Provisions Applicable to All Methods

These shared provisions matter because exam questions often test them without naming a specific method. Recognizing that a rule applies universally, rather than to just one method, is itself part of what is tested.

Who May File a Registration Statement?

A registration statement may be filed by:

• The issuer
• Any other person on whose behalf the offering is made
• A registered broker-dealer

A local broker-dealer (BD) may file independently of the issuer. This is particularly important in coordination cases, where a BD in one state may file on behalf of an out-of-state issuer.

What Must Every Registration Include?

Regardless of which registration method is used, the following information must be included:

• The amount of securities to be offered in this state
• States in which a registration statement or similar document has been or is to be filed
• Any adverse order, judgment, or decree entered by regulatory authorities, any court, or the SEC in connection with the offering

When Can the Administrator Require Escrow or Impounding?

The Administrator may require, as a condition of registration by qualification or coordination (NOT filing):

• Escrow: Any security issued within the past three years or to be issued (1) to a promoter for consideration substantially different from the public offering price, or (2) to any person for consideration other than cash, may be required to be deposited in escrow
• Impounding: Proceeds from the sale of the registered security in the state be impounded until the issuer receives a specified amount from the sale

Exam Tip: Gotchas

Escrow and impounding conditions can be imposed on coordination and qualification registrations, but NOT on registration by filing. This makes sense because filing is for established issuers where promoter stock and proceeds impounding are less of a concern. If the exam asks which method(s) allow escrow/impounding, the answer is coordination and qualification only.

How Long Does a Registration Last?

• Every registration statement is effective for one year from its effective date (or longer if the security is still being distributed in a non-exempt transaction)
• All outstanding securities of the same class as a registered security are considered registered for non-issuer transactions while the registration 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• A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding
• Otherwise, withdrawal is at the Administrator's discretion

Can the Administrator Require Prospectus Delivery?

The Administrator may require, as a condition of registration under any method (filing, coordination, or qualification), that a prospectus be sent or given to each person to whom an offer is made, consistent with the federal prospectus delivery timing rules. For qualification specifically, the Administrator may also require that a prospectus containing the qualification statement's information be sent or given to each offeree before the sale.

How Often Can the Administrator Require Reports?

While a registration is effective, the Administrator may require the registrant to file reports to keep information current and disclose offering progress. These reports may not be required more often than quarterly.

Exam Tip: Gotchas

Quarterly is the maximum frequency permitted under this common-provisions section, regardless of which of the three methods was used to register. Even while a registration stays effective for its full one-year term, the Administrator cannot demand monthly or weekly reports.

What Should You Check on Exam Day?

• Remember escrow and impounding attach only to coordination and qualification, never to filing.
• Keep the one-year effective period and the quarterly reporting cap straight; they apply to all three methods alike.
• Recall that a registration statement cannot be withdrawn within one year if same-class securities remain outstanding.
• Recognize that these provisions apply regardless of which method is used, so a question testing them may not name a method at all.