Ohio Code 1707.08 – Registration by description
(A) The transactions enumerated in section 1707.06 of the Revised Code may be consummated on compliance with this section and section 1707.11 of the Revised Code.
Terms Used In Ohio Code 1707.08
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Dealer: except as otherwise provided in this chapter, means every person, other than a salesperson, who engages or professes to engage, in this state, for either all or part of the person's time, directly or indirectly, either in the business of the sale of securities for the person's own account, or in the business of the purchase or sale of securities for the account of others in the reasonable expectation of receiving a commission, fee, or other remuneration as a result of engaging in the purchase and sale of securities. See Ohio Code 1707.01
- Issuer: means every person who has issued, proposes to issue, or issues any security. See Ohio Code 1707.01
- Person: except as otherwise provided in this chapter, means a natural person, firm, partnership, limited partnership, partnership association, syndicate, joint-stock company, unincorporated association, trust or trustee except where the trust was created or the trustee designated by law or judicial authority or by a will, and a corporation or limited liability company organized under the laws of any state, any foreign government, or any political subdivision of a state or foreign government. See Ohio Code 1707.01
- Registration by description: means that the requirements of section 1707. See Ohio Code 1707.01
- Rule: includes regulation. See Ohio Code 1.59
- State: means any state of the United States, any territory or possession of the United States, the District of Columbia, and any province of Canada. See Ohio Code 1707.01
(B) A description, verified either by the oath of the individual filing it or of any individual having knowledge of the facts, shall be filed with the division of securities by the issuer, or by a majority of the incorporators of the issuer prior to election of officers if it is an incorporated issuer, or by a licensed dealer, which description shall be on forms prescribed by the division and shall set forth:
(1) The name of the issuer;
(2) A brief description of the securities;
(3) The amount of the securities to be offered after the filing of the description for sale in this state and, if all the securities are not to be offered by the person filing the description, then the respective amounts to be offered by others, so far as those amounts are known, and the names and addresses of the other offerors;
(4) A brief statement of the facts which show that the securities are the subject matter of a transaction enumerated in section 1707.06 of the Revised Code;
(5) The price at which the securities are to be offered for sale.
(C) The individual who executes the application for registration by description on behalf of the applicant shall state the individual’s relationship to the applicant and certify all of the following:
(1) The individual has executed the application on behalf of the applicant.
(2) The individual is fully authorized to execute and file the application on behalf of the applicant.
(3) The individual is familiar with the applicant’s application.
(4) To the best of the individual’s knowledge, information, and belief, the statements made in the application are true, and the documents submitted with the application are true copies of the original documents.
(D) A registration by description is effective seven business days after the division receives the description on applicable forms, together with any filing fee required under this division, if no proceeding is pending under section 1707.13 or 1707.131 of the Revised Code. However, the division may permit an earlier effective date by rule or by issuing a certificate of acknowledgment for the registration by description.
For an offering that exceeds fifty thousand dollars, a filing fee of fifty dollars shall be submitted with the registration by description.
(E) In order to correct errors or omissions, a registration by description may be amended by the person that originally filed it, by the filing, in the same manner as in the case of an original registration by description, of an amended registration by description or of an amendment of the original registration by description.
(F) When transactions in any securities enumerated in section 1707.06 of the Revised Code have been registered and the fees prescribed by this section have been paid, the transactions may be consummated so long as the registration remains in full force.