Browse Arkansas Code titles and sections
23-42-509. Covered securities.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-42-509. Covered securities.
(a) The Securities Commissioner, by rule or order, may require a notice filing consisting of any or all of the following documents with respect to a covered security under section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2):
(1)(A) Prior to the initial offering of such a covered security in this state, all documents that are part of a current federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and with a fee in the amount of one-tenth percent (0.1%) of the maximum aggregate offering price at which the covered 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 When a notice filing is withdrawn before the effective date, the commissioner shall retain one hundred fifty dollars ($150) of the filing fee.
(B) Sales of the covered securities in excess of the amount of covered securities to have been offered in this state shall require the person making the notice filing to pay a fee, calculated in the manner specified in subdivision (a)(1)(A) 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 making the notice filing shall pay a penalty fee of two hundred dollars ($200).
(C) The initial notice filing of an investment company, as defined in the Investment Company Act of 1940, shall be effective f
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-42-509
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.
Issuing source page ↗
Authority boundary: historical statutory source snapshot not current law.
Open the recorded source website ↗
Record provenance
Stable record: arkansas_code:legal_authorities:23-42-509
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e8d937df391234e4d8e10c9537037089acb5af06957f91f308e11cd591eaf817
Source location: content.xml paragraph 21426
Stored source content
23-42-509. Covered securities.
(a) The Securities Commissioner, by rule or order, may require a notice filing consisting of any or all of the following documents with respect to a covered security under section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(2):
(1)(A) Prior to the initial offering of such a covered security in this state, all documents that are part of a current federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and with a fee in the amount of one-tenth percent (0.1%) of the maximum aggregate offering price at which the covered 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 notice filing is withdrawn before the effective date, the commissioner shall retain one hundred fifty dollars ($150) of the filing fee.
(B) Sales of the covered securities in excess of the amount of covered securities to have been offered in this state shall require the person making the notice filing to pay a fee, calculated in the manner specified in subdivision (a)(1)(A) 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 making the notice filing shall pay a penalty fee of two hundred dollars ($200).
(C) The initial notice filing of an investment company, as defined in the Investment Company Act of 1940, shall be effective for a period commencing upon the commissioner's receipt of the notice filing, or, if not yet effective with the United States Securities and Exchange Commission, concurrently with the United States Securities and Exchange Commission effectiveness, and ending two (2) months after the investment company's fiscal year end. Thereafter, the investment company must renew the notice filing by submitting the appropriate forms and documents as filed with the United States Securities and Exchange Commission, along with the appropriate fee, calculated in the manner specified in subdivision (a)(1) of this section, with respect to the additional securities proposed to be offered, within two (2) months after the expiration of the registrant's fiscal year end.
(D) The notice filing of a unit investment trust, as defined in the Investment Company Act of 1940, shall be effective for one (1) year from the date of effectiveness granted by the United States Securities and Exchange Commission;
(2) After the initial offer of such covered securities in this state, all documents that are part of an amendment to a current federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933;
(3) An annual or periodic report of the value of the covered securities offered or sold in this state as necessary to compute fees.
(b) A notice filing relating to a covered security may be amended after its effective date so as to increase the securities specified as proposed to be offered. The amendment becomes effective upon receipt by the commissioner. Every person filing such an amendment shall pay a filing fee, calculated in the manner specified in subdivision (a)(1) of this section, with respect to the additional securities proposed to be offered.
(c)(1) With respect to a covered security under section 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4)(F), as it existed on January 1, 2017, the commissioner may by rule or order require that no later than fifteen (15) days after the first sale of a covered security, the issuer:
(A) File a notice on United States Securities and Exchange Commission Form D;
(B) Submit a consent to service of process signed by the issuer; and
(C)(i) Pay a fee in the amount of one-tenth percent (0.1%) of the maximum aggregate offering price at which the securities are to be offered in this state.
(ii) The fee shall be at least one hundred dollars ($100) and no more than five hundred dollars ($500).
(2) After the initial offer of the covered security in this state, any amendment to United States Securities and Exchange Commission Form D filed with the United States Securities and Exchange Commission under the Securities Act of 1933 shall be filed concurrently with the commissioner.
(3)(A) A notice filing for a covered securities offering under subdivision (c)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B) A notice filing for a covered securities offering under subdivision (c)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing, or the notice filing shall terminate.
(C) To renew a notice filing, an issuer of a covered securities offering shall:
(i) Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933, 15 U.S.C. § 77a et seq.; and
(ii) Pay a fee of one hundred dollars ($100).
(4)(A) If a notice filing required to be filed under subdivision (c)(1) of this section is completed by an issuer at least fifteen (15) days after, but within one (1) year of, the first sale of the covered securities in this state, then the issuer shall pay a late notice filing penalty of five hundred dollars ($500).
(B) If a notice filing is filed more than one (1) year after the first sale of the covered securities in this state, then the issuer shall pay a late notice filing penalty of one thousand dollars ($1,000).
(d)(1) With respect to a covered security under section 18(b)(4)(C) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4)(C), if the issuer's principal place of business is located in this state or purchasers of fifty percent (50%) or greater of the aggregate amount of the offering are residents of this state, the commissioner may by rule or order require the issuer to:
(A) File concurrently with the commissioner the information required to be filed with the United States Securities and Exchange Commission under section 4A(b) of the Securities Act of 1933, 15 U.S.C. § 77d-1(b); and
(B) Pay a fee of one hundred dollars ($100).
(2)(A) A notice filing for a covered securities offering under subdivision (d)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B) A notice filing for a covered securities offering under subdivision (d)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing or the notice filing shall terminate.
(C) To renew a notice filing, an issuer of a covered securities offering shall:
(i) Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933, 15 U.S.C. § 77a et seq.; and
(ii) Pay a fee of one hundred dollars ($100).
(e)(1) Except as provided under subsection (c) or subsection (d) of this section, with respect to a covered security under section 18(b)(3) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(3), as it existed on January 1, 2019, or section 18(b)(4) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4), as it existed on January 1, 2019, the commissioner may by rule or order require the issuer to:
(A) Concurrently file with the commissioner any document or information required to be filed with the United States Securities and Exchange Commission; and
(B) Pay a fee of one hundred dollars ($100).
(2)(A) A notice filing for a covered securities offering under subdivision (e)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B) A notice filing for a covered securities offering under subdivision (e)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing, or the notice filing shall terminate.
(C) To renew a notice filing, an issuer of a covered securities offering shall:
(i) Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933, 15 U.S.C. § 77a et seq.; and
(ii) Pay a fee of one hundred dollars ($100).
(f) The commissioner may issue a stop order suspending the offer and sale of a covered security, except a covered security under section 18(b)(1) of the Securities Act of 1933, if he or she finds that:
(1) The order is in the public interest; and
(2) A failure to comply with this section exists.
(g) The commissioner by rule or order may waive any or all of the provisions of this section.
Cross-references
Connections may be documented source relationships, shared citations or nearby passages. Each explains its basis; a connection alone does not establish applicability to your situation.
Federal law — U.S. Code and appendices · legal_authorities
This subchapter may be cited as the “Securities Act of 1933”.
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77a
Stored review status: release_metadata_unconfirmed. The source passage cites 15 U.S.C. § 77a. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 119
TITLE 15—COMMERCE AND TRADE
§ 77b
7025, set out as a note under section 301 of Title 3, The
President.
CHAPTER 2A—SECURITIES AND TRUST
INDENTURES
SUBCHAPTER I—DOMESTIC SECURITIES
Sec.
77a.
Short title.
77b.
Definitions; promotion of efficiency, competi-
tion, and capital formation.
77b–1.
Swap agreements.
77c.
Classes of securities under this subchapter.
77d.
Exempted transactions.
77d–1.
Requirements with respect to certain small
transactions.
77e.
Prohibitions relating to interstate commerce
and the mails.
77f.
Registration of securities.
77g.
Information required in registration state-
ment.
77h.
Taking effect of registration statements and
amendments thereto.
77h–1.
Cease-and-desist proceedings.
77i.
Court review of orders.
77j.
Information required in prospectus.
77k.
Civil liabilities on account of false registra-
tion statement.
77l.
Civil liabilities arising in connection with
prospectuses and communications.
77m.
Limitation of actions.
77n.
Contrary stipulations void.
77o.
Liability of controlling persons.
77p.
Additional remedies; limitation on remedies.
77q.
Fraudulent interstate transactions.
77r.
Exemption from State regulation of securi-
ties offerings.
77r–1.
Preemption of State law.
77s.
Special powers of Commission.
77t.
Injunctions and prosecution of offenses.
77u.
Hearings by Commission.
77v.
Jurisdiction of offenses and suits.
77w.
Unlawful representations.
77x.
Penalties.
77y.
Jurisdiction of other Government agencies
over securities.
77z.
Separability.
77z–1.
Private securities litigation.
77z–2.
Application of safe harbor for forward-look-
ing statements.
77z–2a.
Conflicts of interest relating to certain
securitizations.
77z–3.
General exemptive authority.
77z
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77a
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77a. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 133
TITLE 15—COMMERCE AND TRADE
§ 77d–1
1 See References in Text note below.
‘‘(1) Not later than 90 days after the date of the enact-
ment of this Act [Apr. 5, 2012], the Securities and Ex-
change Commission shall revise its rules issued in sec-
tion 230.506 of title 17, Code of Federal Regulations, to
provide that the prohibition against general solicita-
tion or general advertising contained in section
230.502(c) of such title shall not apply to offers and sales
of securities made pursuant to section 230.506, provided
that all purchasers of the securities are accredited in-
vestors. Such rules shall require the issuer to take rea-
sonable steps to verify that purchasers of the securities
are accredited investors, using such methods as deter-
mined by the Commission. Section 230.506 of title 17,
Code of Federal Regulations, as revised pursuant to
this section, shall continue to be treated as a regula-
tion issued under section 4(2) of the Securities Act of
1933 ([now] 15 U.S.C. 77d[(a)](2)).
‘‘(2) Not later than 90 days after the date of enact-
ment of this Act, the Securities and Exchange Commis-
sion shall revise subsection (d)(1) of section 230.144A of
title 17, Code of Federal Regulations, to provide that
securities sold under such revised exemption may be of-
fered to persons other than qualified institutional buy-
ers, including by means of general solicitation or gen-
eral advertising, provided that securities are sold only
to persons that the seller and any person acting on be-
half of the seller reasonably believe is a qualified insti-
tutional buyer.’’
RULEMAKING
Pub. L. 112–106, title III, § 302(c), Apr. 5, 2012, 126 Stat.
320, provided that: ‘‘Not later than 270 days after the
date of enactment of this Act [Apr. 5, 2012], the Securi-
t
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77d-1
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77d-1. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
**(a) Scope of exemption** Except as otherwise provided in this section, no law, rule, regulation, or order, or other administrative action of any State or any political subdivision thereof—
(1) requiring, or with respect to, registration or qualification of securities, or registration or qualification of securities transactions, shall directly or indirectly apply to a security that—
(A) is a covered security; or
(B) will be a covered security upon completion of the transaction;
(2) shall directly or indirectly prohibit, limit, or impose any conditions upon the use of—
(A) with respect to a covered security described in subsection (b), any offering document that is prepared by or on behalf of the issuer; or
(B) any proxy statement, report to shareholders, or other disclosure document relating to a covered security or the issuer thereof that is required to be and is filed with the Commission or any national securities organization registered under section 78o–3 of this title, except that this subparagraph does not apply to the laws, rules, regulations, or orders, or other administrative actions of the State of incorporation of the issuer; or
(3) shall directly or indirectly prohibit, limit, or impose conditions, based on the merits of such offering or issuer, upon the offer or sale of any security described in paragraph (1).
**(b) Covered securities** For purposes of this section, the following are covered securities:
(1) **Exclusive Federal registration of nationally traded securities** — A security is a covered security if such security is—
(A) a security designated as qualified for trading in the national market system pursuant to [section 78k–1(a)(2) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title15-section78k–1/a
Source: Supplied U.S. Code snapshot — release unconfirmed · 15 U.S.C. § 77r
Stored review status: release_metadata_unconfirmed. The source passage cites 15 U.S.C. § 77r. This identifies an authority to review, not proof of applicability.
Federal law — U.S. Code and appendices · legal_authorities
Page 154
TITLE 15—COMMERCE AND TRADE
§ 77r
or communication in interstate commerce or by
the use of the mails, to publish, give publicity
to, or circulate any notice, circular, advertise-
ment, newspaper, article, letter, investment
service, or communication which, though not
purporting to offer a security for sale, describes
such security for a consideration received or to
be received, directly or indirectly, from an
issuer, underwriter, or dealer, without fully dis-
closing the receipt, whether past or prospective,
of such consideration and the amount thereof.
(c) Exemptions of section 77c not applicable to
this section
The exemptions provided in section 77c of this
title shall not apply to the provisions of this
section.
(d) Authority with respect to security-based
swap agreements
The authority of the Commission under this
section with respect to security-based swap
agreements (as defined in section 78c(a)(78) of
this title) shall be subject to the restrictions
and limitations of section 77b–1(b) of this title.
(May 27, 1933, ch. 38, title I, § 17, 48 Stat. 84; Aug.
10, 1954, ch. 667, title I, § 10, 68 Stat. 686; Pub. L.
106–554, § 1(a)(5) [title III, § 302(b), (c)], Dec. 21,
2000, 114 Stat. 2763, 2763A–452; Pub. L. 111–203,
title VII, § 762(c)(2), July 21, 2010, 124 Stat. 1759.)
Editorial Notes
REFERENCES IN TEXT
Section 78c(a)(78) of this title, referred to in subsec.
(a), was in the original ‘‘section 3(a)(78) of the Securi-
ties Exchange Act’’, and was translated as meaning sec-
tion 3(a)(78) of act June 6, 1934, ch. 404, to reflect the
probable intent of Congress.
AMENDMENTS
2010—Subsec. (a). Pub. L. 111–203, § 762(c)(2)(A), in in-
troductory provisions, inserted ‘‘(including security-
based swaps)’’ after ‘‘securities’’ and subst
Source: Supplied 2024 U.S. Code historical extraction · 15 U.S.C. § 77r
Stored review status: historical_2024_not_currentness_verified. The source passage cites 15 U.S.C. § 77r. This identifies an authority to review, not proof of applicability.