South Carolina Code 35-1-303. Securities registration by coordination
(b) A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in § 35-1-305 and a consent to service of process complying with § 35-1-611:
Terms Used In South Carolina Code 35-1-303
- 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.
- Issuer: means a person that issues or proposes to issue a security, subject to the following:
(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued. See South Carolina Code 35-1-102 - Price amendment: means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. See South Carolina Code 35-1-102
- Securities and Exchange Commission: means the United States Securities and Exchange Commission. See South Carolina Code 35-1-102
- Securities Commissioner: means the Attorney General. See South Carolina Code 35-1-102
- Security: means any note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See South Carolina Code 35-1-102
- Service of process: The service of writs or summonses to the appropriate party.
(1) a copy of the latest form of prospectus filed under the Securities Act of 1933;
(2) a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this chapter;
(3) copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the Securities Commissioner; and
(4) an undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.
(c) A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:
(1) a stop order under subsection (d) or § 35-1-306 or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under § 35-1-306; and
(2) the registration statement has been on file for at least twenty days or a shorter period provided by rule adopted or order issued under this chapter.
(d) The registrant shall promptly notify the Securities Commissioner in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the Securities Commissioner may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The Securities Commissioner shall promptly notify the registrant of an order by telegram, telephone, facsimile, or other electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.
(e) If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the Securities Commissioner, the registration statement is automatically effective under this chapter when all the conditions are satisfied or waived. If the registrant notifies the Securities Commissioner of the date when the federal registration statement is expected to become effective, the Securities Commissioner shall promptly notify the registrant by telegram, telephone, facsimile, or other electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the Securities Commissioner intends the institution of a proceeding under § 35-1-306. The notice by the Securities Commissioner does not preclude the institution of such a proceeding.