(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) Every person filing a registration statement shall pay a filing fee of Two Hundred Dollars ($200.00) plus one-fifth of one percent (0.2%) of the maximum aggregate offering price at which the registered securities are to be offered in Guam, but the fee shall in no case be more than Two Thousand Five Hundred Dollars ($2,500.00). When a registration statement is withdrawn before the effective date or a pre-effective stop order is entered under § 46306, the Administrator shall retain one-half (1/2) of the additional fee.

(c) Every registration statement shall specify (1) the amount of securities to be offered in this state; (2) the stages 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 the Securities and Exchange Commission.
(d) Any document filed under this Act may be incorporated by reference in the registration statement to the extent that the document is currently accurate.
(e) The Administrator may by rule or otherwise, permit the omission of any item of information or document from any registration statement.
(f) In the case of a non-issuer distribution, information may not be required under § 46304 or 46305(j) unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution

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is to be made, or can be furnished by them without unreasonably effort or expense.
(g) The Administrator may by rule or order require as a condition of registration by qualification or coordination (1) that any security issued within the past three (3) years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The Administrator may by rule or order determine the conditions of any escrow or impounding required hereunder, but he may not reject a depository solely because of location in another state,

(h) The Administrator may by rule or order require as a condition of registration that any security registered by qualification or coordination be sold only on a specified form of subscription or sale contract, and that a signed or conformed copy of each contract be filed with the Administrator or preserved for any period up to three (3) years specified in the rule or order.

(i) Every registration statement is effective for one (1) year from its effective date, or any longer period during which the security is being offered or distributed in a non-exempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him as a participant in the distribution, except during the time a stop order is in effect under § 46306. All outstanding securities of the same class as registered security are considered to be registered for the purpose of any non-issuer transaction (1) so long as the registration statement is effective and (2) between the thirtieth (30th) day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under § 46306 (if the registration statement did not relate in whole or in part to a non-issuer distribution) and one (1) year from the effective date of the registration statement. A registration may not be withdrawn for one (1) year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the Administrator.

(j) So long as a registration statement is effective, the Administrator may by rule or order require the person who filed the registration statement

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to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

(k) A registration statement relating to a security issued by a face- amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the Investment Company Act of 1940, may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the Administrator so orders. Every person filing such an amendment shall pay a filing fee, calculated in the manner specified in subsection (b), with respect to the additional securities proposed to be offered.

SOURCE: GC § 45305. Subsection (b) amended by P.L. 29-002:V:I:104 (May 18,
2007).