2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-125 - Notice filing and fee requirements for covered securities

(a)
(1)
(A)
Any issuer, except an issuer of any security that is a covered security under subdivisions (a)(1)(B)-(D), which proposes to sell any security which is a covered security shall file with the commissioner, prior to a sale of such security in this state, a notice consisting of all documents filed with the securities and exchange commission, together with:
(i)
A consent to service of process as required under §
48-1-124(e)
, unless built into the notice filing form; and
(ii)
A nonrefundable filing fee of five hundred dollars ($500).
(B)
An issuer planning to offer and sell securities in this state in an offering pursuant to Tier 2 of Regulation A shall submit the following at least twenty-one (21) days prior to the initial sale in this state:
(i)
A completed Regulation A-Tier 2 notice filing form or copies of all documents filed with the securities and exchange commission;
(ii)
A consent to service of process as required under §
48-1-124(e)
, if not filing on the Regulation A-Tier 2 notice filing form; and
(iii)
A nonrefundable filing fee of five hundred dollars ($500).
(C)
(i)
With respect to any security that is a covered security under § 18(b)(4)(C) of the Securities Act of 1933 (
15 U.S.C. § 77r(b)(4)(C)
), the issuer shall file with the commissioner a notice consisting of:
(a)
A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the securities and exchange commission;
(b)
A consent to service of process as required under §
48-1-124(e)
, if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and
(c)
A nonrefundable filing fee of five hundred dollars ($500).
(ii)
If the issuer has its principal place of business in this state, the filing required under subdivision (a)(1)(C)(i) shall be filed with the commissioner concurrently when the issuer files its initial Form C with the securities and exchange commission.
(iii)
If the issuer does not have its principal place of business in this state but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required under subdivision (a)(1)(C)(i) shall be filed when the issuer becomes aware that such purchases have met that threshold and, in any event, no later than thirty (30) days from the date of completion of the offering.
(D)
With respect to any security that is a covered security under § 18(b)(4)(F) of the Securities Act of 1933, the issuer shall file with the commissioner, no later than fifteen (15) days after the first sale of such covered security in this state, a notice consisting of:
(i)
Form D signed by the issuer; and
(ii)
A nonrefundable filing fee of five hundred dollars ($500).
(2)
After the initial offer of a covered security in this state, all documents that are part of an amendment to a federal registration statement or Form D filed with the securities and exchange commission under the Securities Act of 1933 (
15 U.S.C. § 77a
et seq.), shall be filed concurrently with the commissioner.
(3)
All documents referred to in subdivisions (a)(1) and (a)(2) that have been filed and recorded on the Electronic Data Gathering Access and Retrieval (EDGAR) system, the Interactive Data Electronic Applications (IDEA) system, the Electronic Filing Depository (EFD), or any other electronic data gathering system either maintained by the securities and exchange commission or approved by the commissioner, may be utilized in lieu of filing such documents in paper form with the commissioner or the commissioner's designee; provided, that the person making the notice filing provides an accurate filing number or other identifying designation issued by the securities and exchange commission, and that a printed or electronically stored copy is immediately accessible to the commissioner or the commissioner's designee.
(b)
(1)
Notice filings made pursuant to subdivision (a)(1)(A) are effective for one (1) year commencing on the later of the notice filing date or the securities and exchange commission effective date. Notice filings may be renewed by making a filing and paying a fee as provided under subdivision (a)(1)(A) no later than the close of business on the tenth business day prior to the date of expiration.
(2)
Notice filings made pursuant to subdivision (a)(1)(B) are effective for one (1) year from the date of filing and may be renewed by making a filing as required by subdivision (a)(1)(B) and paying a nonrefundable renewal fee of one hundred dollars ($100).
(3)
Notice filings made pursuant to subdivision (a)(1)(C) are effective for one (1) year from the date of filing and may be renewed by making a filing as required by subdivision (a)(1)(C) and paying a nonrefundable renewal fee of one hundred dollars ($100).
(4)
Notice filings made pursuant to subdivision (a)(1)(D) are effective for one (1) year from the date of filing unless the issuer conducts a continuous offering and files concurrent amendments as required by subdivision (a)(2) and pays a nonrefundable renewal fee of one hundred dollars ($100).
(c)
(1)
The commissioner may issue a stop order suspending the offer and sale of a covered security, except a covered security under § 18(b)(1) of the Securities Act of 1933 (
15 U.S.C. § 77r(b)(1)
), upon a finding that:
(A)
The order is in the public interest; and
(B)
There is a failure to comply with any filing or fee required under this part.
(2)
Any issuer of a covered security that does not promptly remedy a delay in payment of any fee or promptly remedy a delay in making any filing required under this part shall be deemed not to have complied with such filing or fee requirements. For purposes of this subdivision (c)(2), an issuer will have promptly remedied a delay in payment or filing if the issuer remits the required fee or filing within ten (10) business days of receipt of notification of the delay or underpayment.
(d)
When any amendment to a notice filing filed under this section changes the name of the offering of securities, the issuer shall pay a processing fee of fifty dollars ($50.00), payable upon filing the amendment with the commissioner.
(e)
The following are subject to a late filing fee as established by the commissioner by rule:
(1)
An initial notice filing received more than thirty (30) days after the date of first sale;
(2)
An initial notice filing received more than one (1) year from the date of the first sale; or
(3)
A late filed renewal notice.
Amended by 2023 Tenn. Acts, ch. 112,Secs.s13, s14 eff. 4/4/2023.
Amended by 2017 Tenn. Acts, ch. 424, s 46, eff. 5/18/2017.
Acts 1997 , ch. 164, § 8; 2001, ch. 61, §§ 15 - 17; 2010 , ch. 697, § 4; T.C.A., § 48-2-125.