Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 2 - FINANCIAL INSTITUTIONS AND SECURITIES (§§ 23-30-101 — 23-55-1007) › Chapter 42 - ARKANSAS SECURITIES ACT (§§ 23-42-101 — 23-42-509) › Subchapter 5 - REGULATION OF TRANSACTIONS (§§ 23-42-501 — 23-42-509) › Section 23-42-509 - Covered securities

(a)
The Securities Commissioner, by rule or order, may require a notice filing consisting of any or all of the following documents with respect to a covered security under section 18(b)(2) of the Securities Act of 1933,
15 U.S.C. § 77r(b)(2)
:
(1)
(A)
Prior to the initial offering of such a covered security in this state, all documents that are part of a current federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and with a fee in the amount of one-tenth percent (0.1%) of the maximum aggregate offering price at which the covered securities are to be offered in this state, but the fee shall in no case be less than one hundred fifty dollars ($150) nor more than two thousand dollars ($2,000). Any portion of the fee in excess of one thousand dollars ($1,000) shall be designated as special revenues and shall be deposited into the Securities Department Fund. When a notice filing is withdrawn before the effective date, the commissioner shall retain one hundred fifty dollars ($150) of the filing fee.
(B)
Sales of the covered securities in excess of the amount of covered securities to have been offered in this state shall require the person making the notice filing to pay a fee, calculated in the manner specified in subdivision (a)(1)(A) of this section, for all securities sold. In addition, if the sales are in excess of one hundred five percent (105%) of the amount to have been offered, the person making the notice filing shall pay a penalty fee of two hundred dollars ($200).
(C)
The initial notice filing of an investment company, as defined in the Investment Company Act of 1940, shall be effective for a period commencing upon the commissioner's receipt of the notice filing, or, if not yet effective with the United States Securities and Exchange Commission, concurrently with the United States Securities and Exchange Commission effectiveness, and ending two (2) months after the investment company's fiscal year end. Thereafter, the investment company must renew the notice filing by submitting the appropriate forms and documents as filed with the United States Securities and Exchange Commission, along with the appropriate fee, calculated in the manner specified in subdivision (a)(1) of this section, with respect to the additional securities proposed to be offered, within two (2) months after the expiration of the registrant's fiscal year end.
(D)
The notice filing of a unit investment trust, as defined in the Investment Company Act of 1940, shall be effective for one (1) year from the date of effectiveness granted by the United States Securities and Exchange Commission;
(2)
After the initial offer of such covered securities in this state, all documents that are part of an amendment to a current federal registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933;
(3)
An annual or periodic report of the value of the covered securities offered or sold in this state as necessary to compute fees.
(b)
A notice filing relating to a covered security may be amended after its effective date so as to increase the securities specified as proposed to be offered. The amendment becomes effective upon receipt by the commissioner. Every person filing such an amendment shall pay a filing fee, calculated in the manner specified in subdivision (a)(1) of this section, with respect to the additional securities proposed to be offered.
(c)
(1)
With respect to a covered security under section 18(b)(4)(F) of the Securities Act of 1933,
15 U.S.C. § 77r(b)(4)(F)
, as it existed on January 1, 2017, the commissioner may by rule or order require that no later than fifteen (15) days after the first sale of a covered security, the issuer:
(A)
File a notice on United States Securities and Exchange Commission Form D;
(B)
Submit a consent to service of process signed by the issuer; and
(C)
(i)
Pay a fee in the amount of one-tenth percent (0.1%) of the maximum aggregate offering price at which the securities are to be offered in this state.
(ii)
The fee shall be at least one hundred dollars ($100) and no more than five hundred dollars ($500).
(2)
After the initial offer of the covered security in this state, any amendment to United States Securities and Exchange Commission Form D filed with the United States Securities and Exchange Commission under the Securities Act of 1933 shall be filed concurrently with the commissioner.
(3)
(A)
A notice filing for a covered securities offering under subdivision (c)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B)
A notice filing for a covered securities offering under subdivision (c)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing, or the notice filing shall terminate.
(C)
To renew a notice filing, an issuer of a covered securities offering shall:
(i)
Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933,
15 U.S.C. § 77a
et seq.; and
(ii)
Pay a fee of one hundred dollars ($100).
(4)
(A)
If a notice filing required to be filed under subdivision (c)(1) of this section is completed by an issuer at least fifteen (15) days after, but within one (1) year of, the first sale of the covered securities in this state, then the issuer shall pay a late notice filing penalty of five hundred dollars ($500).
(B)
If a notice filing is filed more than one (1) year after the first sale of the covered securities in this state, then the issuer shall pay a late notice filing penalty of one thousand dollars ($1,000).
(d)
(1)
With respect to a covered security under section 18(b)(4)(C) of the Securities Act of 1933,
15 U.S.C. § 77r(b)(4)(C)
, if the issuer's principal place of business is located in this state or purchasers of fifty percent (50%) or greater of the aggregate amount of the offering are residents of this state, the commissioner may by rule or order require the issuer to:
(A)
File concurrently with the commissioner the information required to be filed with the United States Securities and Exchange Commission under section 4A(b) of the Securities Act of 1933,
15 U.S.C. § 77d-1(b)
; and
(B)
Pay a fee of one hundred dollars ($100).
(2)
(A)
A notice filing for a covered securities offering under subdivision (d)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B)
A notice filing for a covered securities offering under subdivision (d)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing or the notice filing shall terminate.
(C)
To renew a notice filing, an issuer of a covered securities offering shall:
(i)
Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933,
15 U.S.C. § 77a
et seq.; and
(ii)
Pay a fee of one hundred dollars ($100).
(e)
(1)
Except as provided under subsection (c) or subsection (d) of this section, with respect to a covered security under section 18(b)(3) of the Securities Act of 1933,
15 U.S.C. § 77r(b)(3)
, as it existed on January 1, 2019, or section 18(b)(4) of the Securities Act of 1933,
15 U.S.C. § 77r(b)(4)
, as it existed on January 1, 2019, the commissioner may by rule or order require the issuer to:
(A)
Concurrently file with the commissioner any document or information required to be filed with the United States Securities and Exchange Commission; and
(B)
Pay a fee of one hundred dollars ($100).
(2)
(A)
A notice filing for a covered securities offering under subdivision (e)(1) of this section is effective for twelve (12) months from the date of the initial filing with the commissioner.
(B)
A notice filing for a covered securities offering under subdivision (e)(1) of this section shall be renewed on or before the anniversary date of the initial notice filing, or the notice filing shall terminate.
(C)
To renew a notice filing, an issuer of a covered securities offering shall:
(i)
Submit the appropriate forms and documents as filed with the United States Securities and Exchange Commission under the Securities Act of 1933,
15 U.S.C. § 77a
et seq.; and
(ii)
Pay a fee of one hundred dollars ($100).
(f)
The commissioner may issue a stop order suspending the offer and sale of a covered security, except a covered security under section 18(b)(1) of the Securities Act of 1933, if he or she finds that:
(1)
The order is in the public interest; and
(2)
A failure to comply with this section exists.
(g)
The commissioner by rule or order may waive any or all of the provisions of this section.
Amended by Act 2019, No. 110,§ 8, eff. 7/24/2019.
Amended by Act 2019, No. 110,§ 7, eff. 7/24/2019.
Amended by Act 2019, No. 110,§ 6, eff. 7/24/2019.
Amended by Act 2019, No. 110,§ 5, eff. 7/24/2019.
Amended by Act 2017, No. 668,§ 26, eff. 8/1/2017.
Amended by Act 2017, No. 668,§ 25, eff. 8/1/2017.
Amended by Act 2017, No. 668,§ 24, eff. 8/1/2017.
Amended by Act 2013, No. 460,§ 14, eff. 8/16/2013.
Acts 1997, No. 173, § 23; 1999, No. 363, § 4.