reglab/statecodes huggingface dataset:
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1823 - Power to require testimony and production of records; order of nondisclosure

44-1823.
Power to require testimony and production of records;  order of nondisclosure
A. For the purpose of investigations or hearings which,  in the opinion of the commission,  are necessary and proper for the enforcement of this chapter,  any member of the commission,  the director or any officer or officers designated by the commission may administer oaths and affirmations,  subpoena witnesses,  take evidence and require by subpoena duces tecum or by citation the production of books,  papers,  contracts,  agreements or other documents,  records or information,  whether filed or kept in original form or electronically stored or recorded which the commission deems relevant or material to the inquiry.
B. The commission may issue and apply to enforce a subpoena in this state at the request of a securities agency or administrator of another state if the activities constituting an alleged violation for which the information is sought would be a violation of this chapter if the activities had occurred in this state.
C. In connection with the power to enforce the production of evidence by subpoena vested in the commission by article XV of the Constitution of Arizona and the commission's power to conduct private investigations pursuant to section 44-1822,  the commission has the authority to order a financial institution not to disclose the existence or content of the subpoena to persons not affiliated with the financial institution other than to the financial institution's legal counsel. The commission shall exercise such power if the commission finds it necessary or appropriate in the public interest or for the protection of investors.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1824 - Dealer examination assessment; foreign examination cost; payment

44-1824.
Dealer examination assessment;  foreign examination cost;  payment
A. The commission shall assess a charge at the rate of two hundred dollars a day for each examiner employed in examining a dealer. For a dealer maintaining an office outside this state,  in addition to the examination assessment,  the commission shall make an assessment equal to the travel and subsistence expense incurred in the examination of the office in another state or country. Reimbursement for examination assessments and examiners' expenses shall be credited to the state general fund.
B. Examination assessments are due and payable to the commission within thirty days after the date of the notice of assessment. A penalty assessment of fifty dollars shall be made for each day the payment is overdue following the thirty day period. The total penalty assessment shall not exceed twenty-five per cent of the examination assessment.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1825 - Contempt; penalty

44-1825.
Contempt;  penalty
A. In case of contumacy or refusal to obey a subpoena or citation issued by the commission,  any member of the commission,  the director or any officer designated by the commission,  the superior court in Maricopa county,  on application by the commission,  shall issue to the person an order requiring the person to appear before the commission,  the director or the officer designated by the commission to produce documentary evidence if so ordered and to give evidence touching the matter under investigation or in question. Failure to obey the order of the court may be punished by the court as a contempt of court.
B. In the case of wilful noncompliance with a nondisclosure order included in a subpoena issued pursuant to section 44-1823,  on application by the commission,  the superior court in Maricopa county may exercise its contempt powers. For the purposes of this subsection,  " wilful"  has the same meaning as that prescribed to wilfully in section 1-215.
C. The court shall award reasonable expenses,  including attorney fees,  to the commission if the refusal to obey a subpoena or citation issued by the commission was not substantially justified,  unless other circumstances make an award of expenses unjust.
D. Process in any proceeding pursuant to this section may be served on the defendant in any county of this state in which the defendant transacts business or is found.
E. Any expenses,  including attorney fees,  collected pursuant to this section shall be deposited,  pursuant to sections 35-146 and 35-147,  in the state general fund.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1826 - No-action requests

44-1826.
No-action requests
A. The director may formally respond to written requests from interested persons for interpretative no-action letters that confirm that the division will not institute enforcement proceedings against certain specified persons for engaging in certain specified activities.
B. A person shall submit a no-action request in writing and a nonrefundable filing fee pursuant to section 44-1861,  subsection M. The request shall contain the following:
1. A brief summary of the statutory and regulatory provisions to which the request pertains.
2. A detailed statement of the relevant facts.
3. A detailed discussion and analysis of the law as it relates to the facts.
4. A statement of the legal authority for granting the request.
5. A statement of the reasons a no-action letter is appropriate.
6. A statement explaining any adverse or beneficial effect on the public interest resulting from the granting of the request.
7. A certification that,  within the knowledge of the person on whose behalf the request is made,  the transaction described is not directly or indirectly the subject of any pending or final judicial,  SRO or administrative proceeding.
8. A certification that the transaction described has not been commenced or,  if the transaction has commenced,  a statement concerning the status.
9. An acknowledgment by the person on whose behalf the request is made that the request,  together with any documents or information submitted and any response from the division,  is public information that may be released for publication,  except as otherwise provided by law.
C. Unless otherwise specified in writing by the division,  a no-action letter is limited to the specific security,  case,  matter,  facts,  person or transaction described in the request and has no precedential value in any other context.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1841 - Sale of unregistered securities prohibited; classification

44-1841.
Sale of unregistered securities prohibited;  classification
A. It is unlawful to sell or offer for sale within or from this state any securities unless the securities have been registered pursuant to article 6 or 7 of this chapter or are federal covered securities if the securities comply with section 44-1843.02 or chapter 13,  article 12 of this title.
B. A person violating this section is guilty of a class 4 felony.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1842 - Transactions by unregistered dealers and salesmen prohibited; classification

44-1842.
Transactions by unregistered dealers and salesmen prohibited;  classification
A. It is unlawful for any dealer to sell or purchase or offer to sell or buy any securities,  or for any salesman to sell or offer for sale any securities within or from this state unless the dealer or salesman is registered as such pursuant to the provisions of article 9 of this chapter.
B. A person violating this section is guilty of a class 4 felony.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1843.02 - Special filing requirements for certain exempt or federal covered securities

44-1843.02.
Special filing requirements for certain exempt or federal covered securities
A. Any advertising and sales material,  other than the notices required by law to be published or posted,  that is used in connection with offers or sales to the public of any of the securities to which section 44-1843.01,  subsection A applies shall be filed with the division three business days before its proposed use. The filing required by this section shall be made by the nongovernmental user,  dealer or underwriter.
B. Issuers of securities that are described as covered securities in section 18(b)(3) of the securities act of 1933 shall file concurrently with the commission any document filed with the SEC under the securities act of 1933. If the issuer is not a corporation or other entity organized under the laws of this state,  the issuer shall file a consent to service of process that complies with section 44-1862. At the time of the issuer's initial filing with the commission,  the issuer shall pay a fee of one hundred dollars.
C. Issuers of securities that are described as covered securities in section 18(b)(4)(D) of the securities act of 1933 shall file with the commission not later than fifteen calendar days after the first sale of securities in or from this state one copy of a notice on form D. The notice on form D shall contain a manual or facsimile signature of a person duly authorized by the issuer and is considered filed with the commission on receipt at the commission's Phoenix office or as of the date on which the notice is mailed by United States registered or certified mail to the commission's Phoenix office if the notice is delivered to that office after the date on which the notice is required to be filed. The issuer shall pay the initial filing fee prescribed in section 44-1861,  subsection E.
D. Section 44-1842 applies to federal covered securities transactions unless an exemption is available under another provision of this chapter.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1845 - Exemption or special registration of certain securities and transactions by commission rule

44-1845.
Exemption or special registration of certain securities and transactions by commission rule
A. The commission may by its rules,  and subject to the terms and conditions prescribed in those rules,  add any class of securities or transactions to the securities or transactions exempted as provided by sections 44-1843,  44-1843.01 and 44-1844,  if it finds that registration of such securities under this chapter is not necessary in the public interest and for the protection of investors by reason of the special characteristics of the securities or transactions,  the small amount involved or the limited character of the offering.
B. The commission by its rules,  and subject to the terms and conditions prescribed in those rules,  may,  if it finds that registration is not necessary for the public interest and for the protection of investors,  exempt or provide special registration for the following transactions:
1. Any transactions,  including resales,  involving securities offered and sold in reliance on rule 504 of regulation D (17 Code of Federal Regulations section 230.504) or any other exemption under section 3(b) or section 3(a)(11) of the securities act of 1933 or involving a small business issuer under the securities act of 1933 to accredited investors or to other investors meeting lesser net worth or suitability requirements established by the commission.
2. Any solicitations of interest in securities that may be offered and sold pursuant to this chapter.
C. Special registrations pursuant to this section may be exempt from any or all of the provisions of sections 44-1876,  44-1877,  44-1878 and 44-1921,  or any rule adopted pursuant to those sections.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1846 - Powers of commission to exempt certain securities or transactions

44-1846.
Powers of commission to exempt certain securities or transactions
A. The commission may grant,  in accordance with rules adopted by the commission,  exemptions from registration of securities under articles 6 and 7 of this chapter on written petition and on a showing by the issuer satisfactory to the commission that registration is not essential to the public interest or for the protection of investors by reason of the special characteristics of the securities or transactions or the limited character and duration of the offering or the special characteristics or limited number of the offerees or investors.
B. The rules adopted by the commission pursuant to subsection A of this section shall require,  but not be limited to:
1. A disclosure document as prescribed by the commission.
2. A financial statement.
3. Minimum standards for investor suitability.
4. A final confidential report of the offering to be made within thirty days of the conclusion of the offering.
C. Exemptions granted under this section shall each relate to a specific issuer and issue and shall not add any class of securities or transactions to those exempt under sections 44-1843,  44-1843.01 and 44-1844,  shall be revocable at the discretion of the commission and shall not relieve the issuer from the application of any of the provisions of this chapter except sections 44-1841 and 44-1842.
D. A petition filed under this section shall be accompanied by a fee as provided in section 44-1861.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1847 - Power of commission to exempt certain securities or transactions of regulated issuers

44-1847.
Power of commission to exempt certain securities or transactions of regulated issuers
The commission may from time to time,  by rules and regulations and subject to terms and conditions prescribed therein,  add any class of securities or transactions to the securities or transactions exempted as provided in sections 44-1843,  44-1843.01 and 44-1844,  if it appears to the commission that registration of such securities under this chapter is not essential to public interest or for the protection of investors by reason of authority conferred by law upon an agency of the state empowering such agency to regulate or supervise the issuance of securities of,  or the business conducted or to be conducted by,  any issuer of securities or any class or classes of issuers of securities.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1848 - Registration of dealers and salesmen dealing with certain exempt securities or engaging in certain exempt transactions; exemptions

44-1848.
Registration of dealers and salesmen dealing with certain exempt securities or engaging in certain exempt transactions;  exemptions
A. A dealer or salesman who engages in transactions involving variable contracts,  which are exempt under section 44-1843,  subsection A,  paragraph 4,  must register with the commission pursuant to article 9 of this chapter.
B. Notwithstanding any other law,  the commission may by rule require that any dealer or salesman who engages in transactions involving securities exempt under section 44-1843,  subsection A,  paragraph 1,  7 or 9,  who engages in transactions involving securities issued by a nonprofit organization which is engaged in,  intends to engage in,  controls,  finances,  or lends funds or property to other entities engaged in the construction,  operation,  maintenance or management of a hospital,  sanitarium,  rest home,  clinic,  medical hotel,  mortuary,  cemetery,  mausoleum or other similar facilities or who engages in transactions described in section 44-1844,  subsection A,  paragraph 1,  4,  11 or 18 or section 44-1845 shall be registered under article 9 of this chapter.
C. Any rule adopted pursuant to this section shall require registration of a dealer or salesman engaged in transactions described in section 44-1844,  subsection A,  paragraph 1 only if such dealer or salesman is engaged principally and primarily in the business of making a series of private offerings. For the purposes of this subsection,  " series"  means in excess of four private offerings in any consecutive twelve-month period.
D. Subsection B of this section does not apply to transactions involving the following securities:
1. Securities issued by those financial institutions and enterprises licensed and regulated pursuant to title 6.
2. Stock and stock options issued pursuant to an employee stock option plan.
3. Promissory notes issued in the normal course of business.
4. Securities issued to corporations not formed for the purpose of evasion of this section.
5. Securities issued in exchange for all or substantially all of the capital stock of another corporation.
6. Such other securities transactions as the commission may exempt by rule.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1849 - Real property investment contracts; recording

44-1849.
Real property investment contracts;  recording
Before the disbursement of funds to any person,  a dealer or issuer of a real property investment contract shall cause to be recorded with the recorder of the county in which the real property is located those documents necessary to secure the contract or note being made or sold.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1862 - Consent to service of process; service on commission

44-1862.
Consent to service of process;  service on commission
A. If consent to service of process is required under this chapter,  such consent shall be in the form prescribed by the commission,  shall be irrevocable and shall provide that actions arising out of or involving the sale or purchase of any securities in violation of this chapter may be commenced in any court of competent jurisdiction and proper venue within this state against the person executing the consent by the service of process or pleadings on the commission. The consent to service of process shall appoint the commission.
B. Service of the process or pleading in such action against a person who has filed a consent to service with the commission shall be made by service of duplicate copies,  one of which shall be filed in the office of the director and the other immediately forwarded by the director by certified mail to the person against whom the process or pleading is directed at his latest address on file in the office of the director.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1871 - Securities that may be registered by description

44-1871.
Securities that may be registered by description
A. Securities,  except real property investment contracts,  may be registered by description in the manner provided in sections 44-1872 through 44-1875 if either of the following applies:
1. If such securities are commodity investment contracts or commodity option contracts and the financial condition of the party filing the registration statement meets the requirements specified by any rule of the commission.
2. If securities are of an issuer that both:
(a) Has been in continuous operation for not less than three years.
(b) Has shown,  for a period of not less than three years during the five years prior to the date of registration,  average annual net income adjusted by adding back interest expenses net of applicable income tax benefits arising therefrom of securities to be retired out of the proceeds of sale,  as follows:
(i) In the case of interest-bearing securities,  not less than one and one-half times the annual interest charges on the securities and on all other outstanding interest-bearing securities of equal rank.
(ii) In the case of securities having a specified dividend rate,  not less than one and one-half times the annual dividend requirements on the securities and on all outstanding securities of equal rank.
(iii) In the case of securities wherein no dividend rate is specified,  not less than five per cent calculated by dividing the adjusted average annual net income by the product of the number of all outstanding securities of equal rank at the completion of the offering and the maximum price at which any of the securities are to be offered for sale.
B. An issuer who owns more than fifty per cent of the outstanding voting stock of a corporation is permitted to include the earnings of the corporation applicable to the payment of dividends on the stock so owned in the earnings of the issuer of the securities being registered by description.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1872 - Procedure for registration by description; registration statement; consent to service of process

44-1872.
Procedure for registration by description;  registration statement;  consent to service of process
Securities qualified under section 44-1871 for registration by description shall be registered by payment of the registration fee prescribed in section 44-1861,  subsection C,  and filing of the following with the commission by the issuer or a registered dealer:
1. A registration statement signed and verified under oath by the issuer or dealer filing the statement and including the following together with other information prescribed by the commission:
(a) Name and business address of the person filing the statement.
(b) Name and business address of issuer,  and address of issuer's principal office in this state,  if any.
(c) Title of securities being registered,  total amount of securities to be offered,  offering price per unit and in the aggregate,  amount of underwriting discounts or commissions or other selling expense per unit and in the aggregate and the net amount to be received by the issuer per unit and in the aggregate.
(d) Amount of securities to be offered in this state,  offering price per unit and in the aggregate and the amount of the registration fee computed in accordance with section 44-1861,  subsection C.
(e) If the securities are registered under the securities act of 1933,  a copy of the definitive prospectus filed with the SEC.
(f) A statement of the facts showing that the securities are entitled to be registered by description,  including an audit report of an independent certified public accountant for the last three fiscal years together with a balance sheet and related statements of income or operations,  stockholders' equity or retained earnings and cash flows that reflect the issuer's financial position,  the results of operations and cash flows,  which if the securities being registered are commodity investment contracts or commodity option contracts may be those of either the issuer or of the dealer filing the statement,  meeting the standards of section 44-1871. The financial statements required by this subdivision must be prepared in conformity with generally accepted accounting principles and examined in accordance with generally accepted auditing standards.
(g) The commission,  or the director of securities if proper authority has been delegated to the director,  may require that an offering circular describing the securities and containing other information prescribed by the commission or the director be filed with the statement and be delivered to each offeree of such securities by the person filing the statement.
2. If the person who is registering the securities is not a registered dealer or is not a corporation organized under the laws of this state,  a consent to service of process conforming to the requirements of section 44-1862.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1873 - Recording of registration; effective date of registration; renewal; eligibility of registered securities for sale

44-1873.
Recording of registration;  effective date of registration;  renewal;  eligibility of registered securities for sale
A. Upon the receipt of a registration statement and the registration fee,  and,  if required,  a consent to service of process,  the director shall record the registration of the securities by description in a register of securities. A registration statement filed under the provisions of section 44-1872 shall be effective when filed with the commission.
B. The registration shall be effective for a period of one year and may be renewed for additional periods of one year,  if the securities are entitled to registration by description under section 44-1871 at the time of renewal,  by the filing of a new registration statement under section 44-1872 together with payment of the fee prescribed in subsection C of section 44-1861.
C. When registered by description as provided in this section,  the securities may be sold in this state by any registered dealer or by any registered salesman employed by a registered dealer.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1874 - Registration of additional securities by description

44-1874.
Registration of additional securities by description
Additional amounts of securities registered by description under sections 44-1871 through 44-1873 may with the consent of the commission be registered by payment of an additional registration fee,  which shall be computed as provided in subsection C of section 44-1861 as a separate fee for each additional amount registered.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1875 - Filing of additional information

44-1875.
Filing of additional information
If at any time in the opinion of the commission or the director the information set forth in a registration statement filed under section 44-1872 is insufficient to establish the fact that the securities described therein are entitled to registration by description,  the commission or the director may require the issuer or dealer who filed the statement to file further information necessary to establish that the securities are entitled to registration by description.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1876 - Escrow of certain securities; restrictive sales agreement

44-1876.
Escrow of certain securities;  restrictive sales agreement
A. Except as provided in section 44-1901,  as a condition to registration of securities under this chapter,  the commission may in its discretion by order require that securities issued for or which are intended to be issued for a patent right,  copyright,  trademark,  process,  formula,  goodwill,  option,  lease,  assignment,  service,  or other intangible asset,  or for fees or expenses in connection with the promotion or organization of the issuer,  shall be subject to a restrictive sales agreement or shall be deposited in escrow in some depository satisfactory to the commission under an escrow agreement subject to the orders of the commission as to withdrawal or termination,  and whereby the owners of the securities shall not be entitled to sell or transfer the securities without the consent of the commission. Any security that is subject to a restrictive sales agreement shall have a legend on the back of the security that states that the security is subject to a restrictive sales agreement.
B. In the event of dissolution or insolvency of the issuer during the time such securities are held in escrow,  the owners of the securities shall not participate in any distribution of assets until after the owners of all other securities have been paid in full.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1877 - Escrow of treasury stock; restrictive sales agreement

44-1877.
Escrow of treasury stock;  restrictive sales agreement
Except as provided in section 44-1901,  the commission may in its discretion by order require as a condition to registration of securities under this chapter that all treasury stock of the issuer,  or other securities issued and thereafter acquired by the issuer,  shall be subject to a restrictive sales agreement or shall be deposited in escrow in a suitable depository,  subject to the terms and conditions as to release from the restrictive sales agreement or the escrow as the commission deems necessary. Any treasury stock or other security that is subject to a restrictive sales agreement shall have a legend on the back of the treasury stock or other security that states that the treasury stock or other security is subject to a restrictive sales agreement.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1878 - Impoundment of funds from sale of speculative securities

44-1878.
Impoundment of funds from sale of speculative securities
A. Except as provided in section 44-1901,  as a condition to registration under this chapter of securities of a speculative nature the commission may by order impose reasonable restrictions and conditions upon the use and disbursement of funds to be derived from the sale of such securities,  including impoundment of such funds in a depository satisfactory to the commission,  subject to the orders of the commission and to such terms and conditions as to release as the commission deems necessary.
B. If the commission imposes impoundment of funds derived from such securities sales,  and if the registrant fails to comply with other terms and conditions imposed by the commission pursuant to this section or fails to comply with the other provisions of,  or rules adopted pursuant to,  this chapter,  then the commission may order such impounded funds returned to the investors purchasing such securities at their election.
C. For the purpose of this section,  an issue of a speculative nature means one in which the business or earnings of the issuer are based upon future developments and potentials rather than on current tangible assets.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1892 - Documents required for application for registration by qualification; fee

44-1892.
Documents required for application for registration by qualification;  fee
Application for registration of securities by qualification shall be made by the issuer of the securities by filing with the commission the following documents:
1. An application for registration of securities by qualification as provided by section 44-1893.
2. A prospectus as provided by section 44-1894,  except as provided in section 44-1901.
3. A nonrefundable registration fee of one-tenth of one percent of the aggregate offering price of securities to be sold in this state,  but the registration fee shall not be less than two hundred nor more than two thousand dollars. The amount by which a registration fee exceeds one thousand five hundred dollars shall be allocated to the office of economic opportunity operations fund established by section 41-5302.
4. A consent to service of process as provided by section 44-1862,  if the issuer is not domiciled in this state and is not an entity organized under the laws of this state.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1893 - Application for registration of securities by qualification; contents; accompanying documents; signature and verification

44-1893.
Application for registration of securities by qualification;  contents;  accompanying documents;  signature and verification
A. The application for registration of securities by qualification as required under sections 44-1892 and 44-1901 shall include the following,  together with other information the commission prescribes:
1. Name and address of issuer,  and address of issuer's principal office in this state,  if any.
2. Title or descriptive name of securities to be registered and total amount of each class of such securities to be offered in this state and elsewhere.
3. Amount of each class of securities to be offered in this state,  offering price per unit and in the aggregate,  and the amount of the registration fee.
4. If a registration statement as to the securities has been filed under the securities act of 1933,  the date on which the registration statement was filed to register the securities under that act,  and the effective date of the registration statement,  if effective.
5. Eligibility of securities for sale in the following states as of the date of application:
(a) States in which it is proposed to offer the securities for sale to the public.
(b) States,  if any,  in which the securities are eligible for sale to the public.
(c) States,  if any,  which have refused,  by order or otherwise,  to authorize the sale of securities to the public,  or have revoked or suspended the right to sell the securities,  or in which an application for qualification has been withdrawn.
B. There shall be submitted as part of the application for registration of securities by qualification a copy of:
1. The issuer's charter or other instrument of organization and bylaws,  together with all amendments thereto.
2. The indenture and all supplements thereto under which the securities are to be issued.
3. The basic underwriting agreement,  if any,  and any agreement or agreements among underwriters and dealers pertaining to the distribution of the securities within this state.
4. The opinion of counsel as to the validity of issuance of the securities.
5. A specimen certificate of each security to be registered.
C. Any of the documents required by subsection B of this section may be submitted in preliminary form whereupon a definitive copy of each shall be filed promptly after execution.
D. The application for registration of securities by qualification shall be signed and verified under oath by the issuer. If the issuer is a corporation,  trust or other unincorporated association,  the application shall be signed by its principal executive officers,  and shall be accompanied by a certified copy of a resolution approved by the requisite majority of the board of directors or other governing body.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1895 - Preparation of required financial statements

44-1895.
Preparation of required financial statements
Financial statements required under this article for registration of securities by qualification shall be:
1. Prepared in conformity with generally accepted accounting principles.
2. Examined in accordance with generally accepted auditing standards.
3. If reporting is necessary,  reported on by an independent certified public accountant.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1896 - Substitution of prospectus filed under or complying with standards of form prescribed by or under securities act of 1933 for prospectus required by sections 44-1892 and 44-1894

44-1896.
Substitution of prospectus filed under or complying with standards of form prescribed by or under securities act of 1933 for prospectus required by sections 44-1892 and 44-1894
A. If the securities being registered by qualification have been or are to be registered under the securities act of 1933,  there may be filed in lieu of the prospectus prescribed in section 44-1894 the definitive prospectus of the issuer filed under the securities act of 1933,  if dated within thirty days of the application for registration under section 44-1892.
B. A prospectus or an offering circular,  the standards of form or content of which are prescribed by any provision of the securities act of 1933,  or rules and regulations promulgated thereunder,  may be accepted as a prospectus in lieu of that prescribed by section 44-1894 in connection with an application for registration,  the registration or the renewal of registration of securities by qualification,  but the director shall determine that the nature and scope of the information disclosed in respect to any issuer is substantially equivalent in informative value to that prescribed under section 44-1894.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1897 - Amendment or withdrawal of application, prospectus or other documents

44-1897.
Amendment or withdrawal of application,  prospectus or other documents
In the absence of proceedings under section 44-1901 or article 8 of this chapter for denial,  suspension or revocation of the registration of the securities,  or with the consent of the commission after the institution of such proceedings,  an applicant may at any time amend or withdraw an application for registration,  prospectus,  financial statement or other exhibit filed with the commission. Any document withdrawn shall be marked as withdrawn but retained among the records of the commission.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1898 - Registration in securities register of securities complying with requirements for registration by qualification; sale of registered securities authorized; delivery of prospectus to purchasers

44-1898.
Registration in securities register of securities complying with requirements for registration by qualification;  sale of registered securities authorized;  delivery of prospectus to purchasers
A. Except as provided in section 44-1901,  the director shall within a reasonable time examine an application for registration of securities by qualification and all documents and exhibits filed therewith. When an applicant has fully complied with the provisions of this article relating to registration by qualification,  and the rules of the commission thereunder,  the director shall register the securities in a register of securities,  subject to the limitations and conditions imposed by the commission in accordance with this chapter,  unless the commission finds cause for denial as provided in section 44-1901 or article 8 of this chapter.
B. The director shall,  by mail,  give notice to the issuer of the effective date of registration.
C. After such registration,  the securities may be sold by any registered dealer or by any registered salesman employed by a registered dealer.
D. There shall be delivered to each purchaser of securities registered by qualification,  before the conclusion of any contract of sale of such securities,  a copy of the prospectus meeting the requirements of section 44-1894,  44-1896,  44-1899 or 44-1901 if the prospectus is used more than one year from the effective date of registration of the securities.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1899 - Renewal of registration by qualification

44-1899.
Renewal of registration by qualification
Registration by qualification under this article shall be effective for a period of one year and may be renewed for additional periods of one year by filing,  by a date not later than fifteen days prior to expiration of the registration,  of a prospectus meeting the requirements of section 44-1894 or 44-1901 and containing information as of a date not more than ninety days before the date of filing,  together with the payment of a fee computed pursuant to section 44-1892,  paragraph 3.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1900 - Registration of additional securities by qualification

44-1900.
Registration of additional securities by qualification
Additional amounts of securities registered by qualification under this article may with the consent of the commission be registered by payment of an additional registration fee,  which shall be computed as provided in paragraph 3 of section 44-1892 as a separate fee for each additional amount registered.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1902 - Power of the commission to register certain securities by uniform limited offering registration

44-1902.
Power of the commission to register certain securities by uniform limited offering registration
A. In accordance with rules adopted by the commission,  the commission may register under this article certain securities in an aggregate amount not exceeding five million dollars in any twelve month period.
B. The rules adopted by the commission pursuant to subsection A of this section shall include:
1. That the issuer shall submit a completed small company offering registration form as adopted by the North American securities administrators association,  inc.,  or other disclosure document as prescribed by the commission.
2. That the offering is not a blind pool offering.
3. That the issuer is not an investment company subject to the investment company act of 1940.
4. That the issuer is not subject to the reporting requirements of section 13 or section 15(d) of the securities exchange act of 1934.
5. That the issuer of debt offerings can demonstrate ability to service its debt.
6. That the application for a uniform limited offering registration is accompanied by a nonrefundable fee as provided in section 44-1861.
7. That financial statements and other financial information,  if any,  required for registration shall be prepared in the manner prescribed in the rules adopted by the commission pursuant to subsection A of this section,  notwithstanding any other provision of this chapter.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1921 - Denial of registration by qualification

44-1921.
Denial of registration by qualification
Except as provided in section 44-1901,  the commission may enter an order denying the registration of any securities to be registered by qualification,  if,  after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter,  it finds that:
1. The application for registration,  prospectus,  any financial statement,  or any document or exhibit filed with the application,  or any amendment or supplement thereto,  is incomplete,  inaccurate or misleading,  or the information contained therein is insufficient for a true appraisal of the securities.
2. The issuer or any dealer or salesman designated to engage in the sale of the securities has violated any provision of this chapter,  or any rule or order of the commission thereunder.
3. The sale of the securities works or would tend to work a fraud or deceit upon the purchasers thereof,  or is or would be unfair or inequitable to the purchasers.
4. The issuer is insolvent,  or is in an unsound financial condition.
5. The issuer has refused to permit the commission to examine its affairs,  or has failed or refused to furnish information required by this chapter,  or any rule or order of the commission thereunder.
6. The issuer,  any officer or director of the issuer,  if a corporation or unincorporated association,  any trustee or other fiduciary of the issuer,  if a trust,  any partner of the issuer,  if a partnership,  or any person controlling,  controlled by or under common control with the issuer:
(a) Has been convicted within five years preceding the filing of the application for registration of securities,  or at any time thereafter,  of a felony or misdemeanor involving a transaction in securities,  or of which fraud is an essential element.
(b) Is subject to an order,  judgment or decree of an administrative tribunal,  a court of competent jurisdiction,  an SRO or the SEC that is entered within three years preceding the date of filing the application or any time thereafter,  and that enjoins or restrains the person from engaging in or continuing any conduct or practice in connection with the sale or purchase of securities.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1922 - Revocation of registration by qualification or description; grounds

44-1922.
Revocation of registration by qualification or description;  grounds
Except for securities registered by qualification pursuant to section 44-1901,  the commission may revoke the registration of any securities registered under this chapter if,  after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter,  it finds that:
1. Any of the grounds for denial specified in section 44-1921 exists.
2. Securities registered by description are not entitled to registration by description.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1923 - Order denying or revoking registration; notice to issuer and dealers

44-1923.
Order denying or revoking registration;  notice to issuer and dealers
A. If,  after a hearing or notice and opportunity for hearing as provided by article 11 of this chapter,  the commission finds grounds for denying or revoking registration of securities,  it may enter an order denying or revoking the registration. The order shall state specifically the grounds for its issuance.
B. On the entry of an order denying or revoking the registration of securities,  the director shall send notice of the order by certified mail to the issuer of the securities and to all registered dealers engaged in the sale of the securities.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1924 - Order suspending registration; grounds; hearing; notice

44-1924.
Order suspending registration;  grounds;  hearing;  notice
A. Except for securities registered by qualification pursuant to section 44-1901,  if the commission has reasonable grounds to believe that the registration of any securities under this chapter should be revoked on any ground specified in section 44-1921 or 44-1922 it may enter an order suspending the registration of such securities pending an examination into the affairs of the issuer or pending a hearing or opportunity for hearing as provided by article 11 of this chapter. No suspension of registration shall be effective for more than thirty days,  except with the consent of the registrant. The suspension order shall specify the grounds upon which it is issued.
B. Upon entry of an order suspending the registration of any securities,  or an order withdrawing a suspension order previously issued,  the director shall send notice of the order to the issuer of the securities and to all registered dealers engaged in the sale thereof.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1943 - Power of commission to require bond from dealer

44-1943.
Power of commission to require bond from dealer
A. The commission may require that any dealer,  other than a dealer that is registered under the securities exchange act of 1934,  that is registered or making application for registration under this article deliver a bond,  payable to the state with sureties,  conditioned on the faithful compliance with this chapter by the dealer,  and providing that on failure to comply the dealer shall be liable to any person entitled to recovery by reason thereof. The amount of bond shall be determined by the commission and predicated on the character and size of the business to be conducted,  the financial condition and business reputation of the dealer and other factors the commission deems pertinent in the circumstances,  but in no instance shall any bond exceed twenty-five thousand dollars in respect to any dealer.
B. The commission shall recognize and may require the continuance,  or increase in amount,  of bonds under its jurisdiction.
2023 Arizona Revised Statutes › Title 44 - Trade and Commerce › § 44-1944 - Registration in register of dealers and salesmen of applicant complying with requirements

44-1944.
Registration in register of dealers and salesmen of applicant complying with requirements
A. When an applicant has fully complied with this article and the rules of the commission thereunder,  the director shall register the applicant as a dealer in a register of dealers and salesmen,  unless the commission finds cause for denial as provided for in article 10 of this chapter.
B. When the director has registered an applicant as a dealer the director shall promptly notify the applicant of the registration by mail or by the CRD system.