2023 Colorado Revised Statutes › Title 11 - FINANCIAL INSTITUTIONS (§§ 11-1-101 — 11-111-116) › SECURITIES (§§ 11-50-101 — 11-54-119) › SECURITIES (§§ 11-51-101 — 11-54-119) › Article 51 - SECURITIES (§§ 11-51-101 — 11-51-1008) › Part 3 - REGISTRATION OF SECURITIES AND EXEMPTIONS (§§ 11-51-301 — 11-51-311) › Section 11-51-302 - General registration provisions

(1)
A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a broker-dealer licensed or exempt under this article.
(2)
Every registration statement filed under section
11-51-303
or
11-51-304
shall be accompanied by a registration fee, which shall be determined and collected pursuant to section
11-51-707
.
(3)
Any document or portion thereof filed with the securities commissioner under this article or a predecessor law within five years preceding the filing of a registration statement may be incorporated by reference in a registration statement to the extent that such document or portion thereof is accurate at the time of such incorporation by reference.
(4)
The securities commissioner may, by rule or order, permit the omission of any item of information or document from any registration statement.
(5)
The securities commissioner may, by rule or order, require as a condition of registration under section
11-51-304
that the proceeds from the sale of the registered security be held in escrow until the issuer receives a specified amount. The securities commissioner may, by rule or order, determine the conditions of any escrow required under this subsection (5), but the securities commissioner may not reject a depository solely because of its location in another state. Improper release by a depository of such escrow in violation of this subsection (5) is punishable pursuant to section
11-51-603(2)
.
(6)
(a)
In the case of any offering registered under section
11-51-303
or
11-51-304
where less than seventy-five percent of the net proceeds from the sale of the registered securities are committed for use in one or more specific lines of business, eighty percent of the net proceeds received by the issuer shall be placed into escrow until:
(I)
The completion of a transaction or series of transactions whereby at least fifty percent of the gross proceeds received from the sale of registered securities (including any amounts actually received by the issuer upon exercise of registered warrants or rights to purchase or subscribe to another security) are committed for use in one or more specific lines of business; and
(II)
The lapse of no more than ten days after receipt by the securities commissioner of notice of the proposed release of funds from such escrow.
(b)
Such notice must contain the information and be in the form the securities commissioner by rule requires. If an escrow is released and warrants or rights which were once registered remain outstanding, then this subsection (6) shall apply separately to the proceeds from any subsequent exercise of such warrants or rights. Proceeds received from the exercise of such warrants or rights shall then be subject to release upon the conditions stated in this subsection (6), and this subsection (6) shall then each time apply separately with respect to proceeds from the exercise of warrants or rights which were once registered and still remain outstanding. The securities commissioner may, by rule or order, determine the conditions of any escrow required under this subsection (6), but the securities commissioner may not reject a depository solely because of its location in another state. Improper release by a depository of such escrow in violation of this subsection (6) is punishable pursuant to section
11-51-603(2)
. The securities commissioner may, by rule or order, waive the requirements of this subsection (6), in whole or in part, with respect to any class of registrations or any specific registration if the securities commissioner finds that such waiver is in the public interest and that compliance with the requirements of this subsection (6) is not necessary for the protection of investors.
(7)
(a)
A registration statement filed and effective under section
11-51-303
is effective for one year after its effective date and thereafter is effective during the period or periods, but only those periods, when the prospectus contained in the registration statement filed under the federal "Securities Act of 1933", as amended, meets the requirements of section 10 (a) of the federal "Securities Act of 1933", as amended,
15 U.S.C. sec. 77j(a)
.
(b)
Repealed.
(c)
A registration statement filed and effective under section
11-51-304
is effective for one year after its effective date unless the securities commissioner by rule or order extends the period of effectiveness.
(d)
A registration statement effective under section
11-51-303
or
11-51-304
may be terminated or withdrawn upon the request of the issuer or the person who filed the registration statement and with the consent of the securities commissioner.
(e)
All outstanding securities of the same class as a registered security are considered to be registered for the purpose of a nonissuer transaction or series of transactions while the registration statement is effective.
(8)
So long as a registration statement under section
11-51-304
is effective, the securities commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.
(9)
A registration statement under section
11-51-303
or
11-51-304
may be amended after its effective date so as to increase the quantity of securities specified as being offered. Every person filing such an amendment shall pay a registration fee, which shall be determined and collected pursuant to section
11-51-707
, with respect to the additional securities being registered. Such an amendment becomes effective when the securities commissioner so orders. If the additional securities being registered have been sold before such amendment is filed and the person filing the amendment provides such information as the securities commissioner may request to show that the failure to register the additional securities prior to their sale was in good faith and not for the purpose of avoiding compliance with this article, the securities commissioner may by order provide that the effectiveness of the amendment shall relate back to the first date of sale of the additional securities.
Amended by 2018 Ch. 280,§ 2, eff. 8/8/2018.
L. 90: Entire article R&RE, p. 707, § 1, effective July 1. L. 94: (7) amended, p. 1838, § 1, effective July 1. L. 2018: (7)(a) amended and (7)(b) repealed, (HB 18-1388), ch. 280, p. 1755, § 2, effective August 8.
This section is similar to former § 11-51-108 as it existed prior to 1990.
For the "Securities Act of 1933", see Pub.L. 73-22, codified at 15 U.S.C. § 77a et seq.