2023 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.