Texas Government Code 4003.002 – Permit Application to Qualify Securities for Sale
(a) The commissioner may not issue a permit qualifying securities for sale required by § 4003.001 until the issuer of the securities or a registered dealer files with the commissioner an application for the permit in the form of a statement containing the following information:
(1) the name, residence, and post office address of each of the company’s officers and directors;
(2) the location of the company’s principal office and each branch office in this state;
(3) a copy of the company’s certificate of formation or articles of incorporation or partnership or association and any amendments to those documents;
(4) if the company is a corporation, a copy of:
(A) all minutes of any proceedings of the company’s directors, stockholders, or members relating to or affecting the issuance of the securities; and
(B) the company’s bylaws and any amendments to the bylaws;
(5) if the company is a trustee, a copy of all instruments by which the trust is created and in which the trust is accepted, acknowledged, or declared;
(6) a statement showing:
(A) the amount of capital stock and, if there is no capital stock, the amount of capital of the issuer that is contemplated to be employed;
(B) the number of shares into which the stock is divided or, if not divided into shares, what division is to be made or is contemplated;
(C) the par value of each share or, if there are shares with no par value, the price at which the security is proposed to be sold; and
(D) the promotional fees or commissions to be paid for the sale of the securities, including:
(i) all compensation of every nature allowed to be paid to the promoters or allowed for the sale of the securities;
(ii) how the compensation is to be paid, whether in cash, securities, service or otherwise, or partly of either or both;
(iii) the amount of cash to be paid or securities to be issued, given, transferred, or sold to promoters for promotion or organization services and expenses; and
(iv) the amount of promotion or organization services and expenses that the issuer will assume or pay in any way;
(7) a copy of:
(A) certificates of the stock and all other securities to be sold or offered for sale, together with application blanks for the stock and securities;
(B) any contract the company proposes to make concerning the securities; and
(C) any prospectus or advertisement or other description of security prepared by or for the company for distribution or publication; and
(8) the statement of financial condition and income statement described by § 4003.003.
(b) The statement in an application under this section must be:
(1) verified under oath by an executive officer or partner of the issuer or registered dealer filing the application; and
(2) attested by the secretary or partner of the issuer or registered dealer filing the application.
Terms Used In Texas Government Code 4003.002
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Trustee: A person or institution holding and administering property in trust.