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23-42-401. Registration by notification.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-401. Registration by notification.
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under § 23-42-402:
(1) Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if:
(A) There has been no default during the current fiscal year or within the three (3) preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and
(B) The issuer and any predecessors during the past three (3) fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, which:
(i) Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and are equal to at least three percent (3%) of the amount of the outstanding securities as measured by the maximum offering price or the market price on a day, selected by the registrant, within thirty (30) days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant, within ninety (90) days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or
(ii) If the issuer and any predecessors have not had any security of the type specified in subdivision (a)(1)(B)(i) of this section outstanding for three (3) full fiscal years equal to at least five percent (5%) of the amount as measured in subdivision (a)(1)(B)(i) of this section of all securities which will be outstanding if all
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-401
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-42-401
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: a709ce8ff7ea105a727605207dade1f3d7b36545eb04bf8178de896d4d5be986
Source location: content.xml paragraph 20936
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23-42-401. Registration by notification.
(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under § 23-42-402:
(1) Any security whose issuer and any predecessors have been in continuous operation for at least five (5) years if:
(A) There has been no default during the current fiscal year or within the three (3) preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer, or any predecessor, with a fixed maturity or a fixed interest or dividend provision; and
(B) The issuer and any predecessors during the past three (3) fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, which:
(i) Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and are equal to at least three percent (3%) of the amount of the outstanding securities as measured by the maximum offering price or the market price on a day, selected by the registrant, within thirty (30) days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant, within ninety (90) days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or
(ii) If the issuer and any predecessors have not had any security of the type specified in subdivision (a)(1)(B)(i) of this section outstanding for three (3) full fiscal years equal to at least five percent (5%) of the amount as measured in subdivision (a)(1)(B)(i) of this section of all securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in this state, are issued; and
(2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if:
(A) Any security of the same class has ever been registered under this chapter or a predecessor act; or
(B) The security being registered was originally issued pursuant to an exemption under this chapter or a predecessor act.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in § 23-42-404(c) and the consent to service of process required by § 23-42-107(a):
(1) A statement demonstrating eligibility for registration by notification;
(2) With respect to the issuer and any significant subsidiary:
(A) Its name, address, and form of organization;
(B) The state or foreign jurisdiction and the date of its organization; and
(C) The general character and location of its business;
(3) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution:
(A) His or her name and address;
(B) The amount of securities of the issuer held by him or her as of the date of the filing of the registration statement;
(4) A description of the security being registered;
(5) The information and documents specified in § 23-42-403(b)(8), (b)(10), and (b)(12); and
(6) In the case of any registration under subdivision (a)(2) of this section which does not also satisfy the conditions of subdivision (a)(1) of this section, a balance sheet of the issuer for the calendar year immediately prior to the filing of the registration statement and a summary of earnings for each of the two (2) fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessors' existence if less than two (2) years.
(c) If no stop order is in effect and no proceeding is pending under § 23-42-405, a registration statement under this section automatically becomes effective at three o'clock (3:00) Central Standard Time in the afternoon of the second full business day after the filing of the registration statement or the last amendment, or at such earlier time as the Securities Commissioner determines.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-107. Consent to service of process.
(a)(1)(A) Every applicant for registration under this chapter, every person making a notice filing, and every issuer for whom a registration, exemption from registration, or notice filing is required under this chapter, shall file with the Securities Commissioner, in the form which he or she prescribes by rule, an irrevocable consent appointing the commissioner or his or her successor in office to be his or her attorney to receive service of any lawful process in any noncriminal suit, action, or proceeding against him or her or his or her successor, executor, or administrator which arises under this chapter or any rule or order hereunder after the consent has been filed, with the same force and validity as if served personally on the person filing the consent.
(B) However, this shall not apply to applicants, persons making notice filings, and issuers who have a place of business in Arkansas, have qualified to do business in Arkansas with the Secretary of State, and have either an agent for service of process or have executed a consent appointing the Secretary of State agent for service of process, or who may otherwise be subject to service of process.
(2) A person who has filed a consent appointing the commissioner in connection with a previous registration or notice filing need not file another when renewing a registration or notice filing.
(3) Service may be made by leaving a copy of the process in the office of the commissioner, but it is not effective unless:
(A) The plaintiff, who may be the commissioner in a suit, action, or proceeding instituted by him or her, immediately sends notice of the service and a copy of the process by mail with proof of service to the defendant or respondent at his or her last address
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-107
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-107. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-402. Registration by coordination.
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in § 23-42-404(c) and the consent to service of process required by § 23-42-107(a):
(1) One (1) copy of the prospectus together with all amendments filed under the Securities Act of 1933;
(2) If the Securities Commissioner, by rule or otherwise, requires, a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security;
(3) If the commissioner requests, any other information, or copies of any other documents, filed under the Securities Act of 1933; and
(4) An undertaking to forward all amendments to the federal registration statement, other than an amendment which merely delays the effective date, promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs.
(c)(1) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective if all the following conditions are satisfied:
(A) No stop order is in effect and no proceeding is pending under § 23-42-405;
(B) The registration statement has been on file with the commissioner for at least twenty (20) days; a
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-402
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-402. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-403. Registration by qualification.
(a) Any security may be registered by qualification.
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the information specified in § 23-42-404(c), and the consent to service of process required by § 23-42-107:
(1) With respect to the issuer and any significant subsidiary:
(A) Its name, address, and form of organization;
(B) The state or foreign jurisdiction and date of its organization;
(C) The general character and location of its business;
(D) A description of its physical properties and equipment; and
(E) A statement of the general competitive conditions in the industry or business in which it is or will be engaged;
(2) With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions:
(A) His or her name, address, and principal occupation for the past five (5) years;
(B) The amount of securities of the issuer held by him or her as of a specified date within thirty (30) days of the filing of the registration statement;
(C) The amount of the securities covered by the registration statement to which he or she has indicated his or her intention to subscribe; and
(D) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three (3) years or proposed to be effected;
(3) With respect to persons covered by subdivision (b)(2) of this section, the remuneration paid during the past twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, together with all predecessors, parents, subsidiaries, and affiliates, t
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-403
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-403. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-404. Registration statements generally.
(a) 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)(1) Every person filing a registration statement shall pay a filing fee of one-tenth percent (0.1%) of the maximum aggregate offering price at which the registered securities are to be offered in this state, but the fee shall in no case be less than one hundred fifty dollars ($150) nor more than two thousand dollars ($2,000). Any portion of the fee in excess of one thousand dollars ($1,000) shall be designated as special revenues and shall be deposited into the Securities Department Fund. When a registration statement is withdrawn before the effective date or a preeffective stop order is entered under § 23-42-405, the Securities Commissioner shall retain one hundred fifty dollars ($150) of the filing fee.
(2) Sales of securities in excess of the amount of securities to have been offered in this state shall require the person filing the registration statement to pay a filing fee, calculated in the manner specified in subdivision (b)(1) of this section, for all securities sold. In addition, if the sales are in excess of one hundred five percent (105%) of the amount to have been offered, the person filing the registration statement shall pay a penalty fee of two hundred dollars ($200).
(c) Every registration statement shall specify:
(1) The amount of securities to be offered in this state;
(2) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
(3) Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state or by any court or t
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-404
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-42-404. This identifies an authority to review, not proof of applicability.