South Carolina Code 35-1-305. Securities registration filings
(b) A person filing a registration statement shall pay a filing fee set forth by the Securities Commissioner by rule or order. If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under § 35-1-306, the Securities Commissioner shall retain a fee set forth by the Securities Commissioner by rule or order.
Terms Used In South Carolina Code 35-1-305
- 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.
- Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See South Carolina Code 35-1-102
- Contract: A legal written agreement that becomes binding when signed.
- Depository institution: means :
(A) a bank; or
(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a State or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a State or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the Federal Deposit Insurance Corporation, the National Credit Union Share Insurance Fund, or a successor authorized by federal law. See South Carolina Code 35-1-102 - Escrow: Money given to a third party to be held for payment until certain conditions are met.
- Filing: means the receipt under this chapter of a record by the Securities Commissioner or a designee of the Securities Commissioner. See South Carolina Code 35-1-102
- 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 - nonissuer distribution: means a transaction or distribution not directly or indirectly for the benefit of the issuer. See South Carolina Code 35-1-102
- Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See South Carolina Code 35-1-102
- Predecessor chapter: means Chapter 1 of Title 35 of the South Carolina Code of Laws, 1976, prior to its amendment by the adoption of the South Carolina Uniform Securities Act of 2005. See South Carolina Code 35-1-102
- Sale: includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. 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
- State: means a State of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See South Carolina Code 35-1-102
(c) A registration statement filed under § 35-1-303 or 35-1-304 must specify:
(1) the amount of securities to be offered in this State;
(2) the States in which a registration statement or similar record in connection with the offering has been or is to be filed; and
(3) any adverse order, judgment, or decree issued in connection with the offering by a State securities regulator, the Securities and Exchange Commission, or a court.
(d) A record filed under this chapter or the predecessor chapter within five years preceding the filing of a registration statement or filed with the Securities and Exchange Commission and is available to the public without charge via the Internet may be incorporated by reference in the registration statement to the extent that the record is currently accurate.
(e) In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or § 35-1-304, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.
(f) A rule adopted or order issued under this chapter may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and 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 conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this chapter, but the Securities Commissioner may not reject a depository institution solely because of its location in another State.
(g) A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five years.
(h) Except while a stop order is in effect under § 35-1-306, a registration statement is effective for one year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the Securities Commissioner.
(i) While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current, and to disclose the progress of the offering.
(j) A registration statement may be amended after its effective date. The posteffective amendment becomes effective when the Securities Commissioner so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee set forth by the Securities Commissioner by rule or order. A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.