Arizona Laws 44-1872. Procedure for registration by description; registration statement; consent to service of process
Securities qualified under section 44-1871 for registration by description shall be registered by payment of the registration fee prescribed in section 44-1861, subsection C, and filing of the following with the commission by the issuer or a registered dealer:
Terms Used In Arizona Laws 44-1872
- Commodity: means any agricultural, grain or livestock product or by-product, any metal or mineral including a precious metal, any gem or gemstone whether characterized as precious, semiprecious or otherwise, any fuel whether liquid, gaseous or otherwise, any foreign currency and all other goods, articles, products or items of any kind. See Arizona Laws 44-1801
- Commodity option: means any account, agreement or contract giving a party to the account, agreement or contract the right but not the obligation to purchase or sell one or more commodities or one or more commodity investment contracts, whether characterized as an option, privilege, indemnity, bid, offer, put, call, advance guaranty, decline guaranty or otherwise. See Arizona Laws 44-1801
- 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.
- Director: means the director of the securities division of the commission. See Arizona Laws 44-1801
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Issuer: means any person who issues or proposes to issue any security, except:
(a) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust, whether or not of the fixed, restricted management or unit type, issuer means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued. See Arizona Laws 44-1801
- Person: means an individual, corporation, partnership, association, joint stock company or trust, limited liability company, government or governmental subdivision or agency or any other unincorporated organization. See Arizona Laws 44-1801
- Registered dealer: means a dealer registered under this chapter. See Arizona Laws 44-1801
- SEC: means the United States securities and exchange commission. See Arizona Laws 44-1801
- Service of process: The service of writs or summonses to the appropriate party.
1. A registration statement signed and verified under oath by the issuer or dealer filing the statement and including the following together with other information prescribed by the commission:
(a) Name and business address of the person filing the statement.
(b) Name and business address of issuer, and address of issuer’s principal office in this state, if any.
(c) Title of securities being registered, total amount of securities to be offered, offering price per unit and in the aggregate, amount of underwriting discounts or commissions or other selling expense per unit and in the aggregate and the net amount to be received by the issuer per unit and in the aggregate.
(d) Amount of securities to be offered in this state, offering price per unit and in the aggregate and the amount of the registration fee computed in accordance with section 44-1861, subsection C.
(e) If the securities are registered under the securities act of 1933, a copy of the definitive prospectus filed with the SEC.
(f) A statement of the facts showing that the securities are entitled to be registered by description, including an audit report of an independent certified public accountant for the last three fiscal years together with a balance sheet and related statements of income or operations, stockholders’ equity or retained earnings and cash flows that reflect the issuer’s financial position, the results of operations and cash flows, which if the securities being registered are commodity investment contracts or commodity option contracts may be those of either the issuer or of the dealer filing the statement, meeting the standards of section 44-1871. The financial statements required by this subdivision must be prepared in conformity with generally accepted accounting principles and examined in accordance with generally accepted auditing standards.
(g) The commission, or the director of securities if proper authority has been delegated to the director, may require that an offering circular describing the securities and containing other information prescribed by the commission or the director be filed with the statement and be delivered to each offeree of such securities by the person filing the statement.
2. If the person who is registering the securities is not a registered dealer or is not a corporation organized under the laws of this state, a consent to service of process conforming to the requirements of section 44-1862.