NY Gen Bus L § 359-FF (2021)
2021 New York Laws GBS - General Business Article 23-A - Fraudulent Practices in Respect to Stocks, Bonds and Other Securities 359-FF - Registration of Intra-State Offerings.

§ 359-ff. Registration of intra-state offerings. 1. It is unlawful for   any  person, directly or indirectly, to offer or sell any security which   is part of an issue offered and sold only  to  persons  resident  within   this  state  unless  an  offering  prospectus  which makes full and fair   disclosure of all material facts is first filed by the  issuer  of  such   security  with  the  department  of  law. Such offering prospectus shall   include, without limitation, a description of the securities offered and   terms of the offering, the nature of the issuer's business, the  purpose   of  the  offering  and  the  application  of the proceeds thereof by the   issuer, background of management, and pending material litigation.  Such   offering  prospectus shall also include (i) the issuer's profit and loss   statements for its three fiscal years (or such lesser number  of  fiscal   years  during  which  the  issuer  has  been  in  existence) immediately   preceding the date of filing, (ii) if such latest fiscal year ended more   than one hundred twenty days prior to the date of filing, a  profit  and   loss statement for a period from the end of such latest fiscal year to a   date  within  one  hundred  twenty days prior to the date of filing, and   (iii) the issuer's balance sheet as of the end of the last  such  fiscal   year  and  as  of the end of such additional period, if any, for which a   profit and loss statement has been filed, all of which profit  and  loss   statements  and  balance  sheets  shall  be  prepared in accordance with   generally accepted accounting principles. Such offering prospectus shall   be lawful for use  in  connection  with  the  offer  and  sale  of  such   securities from and after the fifteenth day following such filing unless   prior  thereto  the attorney general shall notify the person making such   filing  by  letter  indicating  the  respects  in  which  the   offering   prospectus  fails  to  make adequate disclosure. No offer or sale of any   such security shall be made by any person unless prior to or at the time   thereof there shall have been delivered to  the  purchaser  an  offering   prospectus lawful for use under the provisions of this section.2.  The  attorney  general is hereby authorized and empowered to adopt   suitable rules and regulations to  carry  out  the  provisions  of  this   section,  including  regulations  applicable to the method, contents and   filing procedures with respect to the prospectus required by subdivision   one and the making of amendments thereto, and  the  use  of  advertising   material.The  attorney general is also hereby authorized and empowered to adopt   suitable rules and regulations requiring the issuer of any security sold   pursuant to an  offering  prospectus  under  this  section  to  maintain   accurate books and records of account and to furnish to investors and to   the  department  of  law  annual reports containing financial statements   prepared in accordance with generally  accepted  accounting  principles;   provided, however, that no such rules and regulations shall apply to any   issuer  required  to  file  reports  pursuant to section 13 or 15 of the   securities exchange act of 1934, as amended.3. The attorney general is hereby authorized and empowered  to  exempt   by  rule, regulation or order any person, security or transaction or any   class or  classes  of  persons,  securities  or  transactions  from  any   provision of this section or of any rule or regulation thereunder if the   attorney  general  finds  that  such action is not inconsistent with the   public interest or the protection of investors.4. A "person" shall mean  an  individual  person,  firm,  corporation,   partnership,  limited  partnership, trust, syndicate or association, but   shall not include a bank as defined in this article.5. This section shall not be  applicable  to  offerings  or  sales  of   securities  (a) with respect to which offerings a registration statement   has been filed, and with respect to which sales a registration statement   has become effective, with the United  States  securities  and  exchange    commission  pursuant to the securities act of 1933, as amended; (b) with   respect to which a registration statement is not required  to  be  filed   under said act or the rules and regulations thereunder for reasons other   than  the  exemption contained in section 3 (a) (11) of said act; (c) of   an issuer any  class  of  whose  securities  are  registered  under  the   securities  exchange  act  of  1934,  as  amended;  (d)  subject  to the   provisions of section three hundred fifty-two-e or article  twenty-six-A   of  the  general  business  law;  (e) described in section three hundred   fifty-nine-f, subdivision l, paragraphs (d), (l) and (m) of the  general   business  law; or (f) which constitutes an insurance or endowment policy   or annuity  contract  or  interest  or  participation  therein,  whether   payable  in  fixed  or  variable  dollar  amounts  or both, issued by an   institution  subject  to  the  supervision  of  the  superintendent   of   financial services of this state.6.  A  non-returnable  fee  of  one-half of one percent of the maximum   aggregate offering price at which the total  of  all  securities  to  be   offered  pursuant  to an offering prospectus filed under subdivision one   hereof shall be payable to the department of law at  the  time  of  each   filing, but the fee shall in no case be less than twenty-five dollars or   more than fifteen hundred dollars.7.   The   provisions  of  the  following  sections  of  this  article   twenty-three-A  shall  be  fully  applicable  to  intrastate   offerings   described  in  subdivision  one  of  this section; section three hundred   fifty-two; section three  hundred  fifty-two-b;  section  three  hundred   fifty-two-c;  section  three hundred fifty-two-d; sections three hundred   fifty-four through three hundred  fifty-nine-b;  section  three  hundred   fifty-nine-e;  subdivision two of section three hundred fifty-nine-f and   sections three hundred fifty-nine-g and three hundred fifty-nine-h.