reglab/statecodes huggingface dataset:
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.230 - Effectiveness, post-registration, and post-notice requirements for securities

Current through May 31, 2024
(a) After an application for registration of
				  securities or a notice filing for federal covered securities becomes effective
				  the offering may be commenced in accordance with AS 45.55 and the terms and
				  conditions of the certificate of registration. The administrator may request
				  that the applicant submit additional information relating to an applicant's
				  filing. Within 30 days after receipt of the request. the applicant shall
				  furnish and properly identify the additional information that the administrator
				  requested. The administrator may delay issuance of a certificate of
				  registration of securities, but not a certificate of notice pending an
				  applicant's completion of arrangements satisfactory to the administrator for
				  the sale and distribution of the securities.
(b) The administrator may determine an
				  application for registration or exemption is terminated, abandoned, or
				  withdrawn if one of the following has occurred:
(1) an applicant requests withdrawal before
				  the effective date of the registration or exemption;
(2) an applicant requests termination after
				  the effective date of the registration or exemption;
(3) the administrator determines an
				  application for registration or exemption to be abandoned because the applicant
				  fails to complete the application process, including
(A) paying the appropriate fee;
(B) completing and filing the required
				  documents; or
(C) failing to
				  respond to a request for information within 90 days after the application;
(4) the administrator
				  determines an application for registration or exemption to be terminated if the
				  applicant has failed to respond within 30 days after receipt of a request made
				  under AS
				  45.55.910.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.305 - Application of 3 AAC 08.305 - 3 AAC 08.365

Current through May 31, 2024
3 AAC 08.305 -
					 3 AAC 08.365 apply only to corporations organized under
					 AS 10.06 and 43 U.S.C.
					 1601 -
					 1629 h (Alaska Native Claims
					 Settlement Act) and subject to the requirements of
					 AS
					 45.55.139.
Authority:
AS
						45.55.138
AS 45.55.139
AS 45.55.240
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.307 - Filing of proxy solicitation materials

Current through May 31, 2024
(a) An annual
				  report, proxy, consent or authorization, proxy statement, or other material
				  relating to proxy solicitation required to be filed with the administrator
				  under AS
				  45.55.139 shall be filed electronically, in
				  digital media format, or in paper format. The filing must be similar in
				  appearance to the material that is distributed to shareholders.
(b) A document filed electronically must be
				  in searchable, portable document format (pdf) or another format pre-approved in
				  writing by the administrator.
(c) A
				  filing in digital media format, including an audio, video, or digital
				  recording, must be in a compact disc (CD) or digital versatile disc (DVD)
				  medium or another format pre-approved in writing by the administrator. Two
				  copies shall be filed with the administrator.
(d) If a filing is submitted in paper format,
				  two legible, printed copies shall be filed with the administrator.
(e) An annual report, proxy, consent or
				  authorization, proxy statement, or other material relating to proxy
				  solicitation is filed under
				  AS
				  45.55.139 when the administrator receives it,
				  unless the administrator rejects it under (f) of this section.
(f) The administrator may reject a filing if
				  it is not required to be filed under
				  AS
				  45.55.139, contains personal information, or
				  is illegible or corrupt. If a filing is rejected, it may be corrected and
				  resubmitted to the administrator. In this subsection, "personal information"
				  has the meaning given in
				  AS
				  45.48.090.
(g) Material filed and accepted under
				  AS
				  45.55.139 becomes a part of the records of
				  the administrator and, unless the administrator designates it confidential, is
				  available for public inspection.
Authority:
AS
						45.55.139
AS 45.55.160
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.312 - Use of electronic forums and filing requirements

Current through May 31, 2024
(a) A person who
				  posts an annual report, proxy, consent or authorization, proxy statement, or
				  other material relating to proxy solicitation on the Internet, including on an
				  electronic forum, is responsible for filing it with the administrator as
				  required by
				  AS
				  45.55.139 and for ensuring it complies with
				  3 AAC 08.300 -
				  3 AAC 08.365.
(b) A posting on an electronic forum is
				  presumed to be distributed, published, or made available to at least 30 Alaska
				  resident shareholders under
				  AS
				  45.55.139.
Authority:
AS
						45.55.139
AS 45.55.160
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.315 - False or misleading statements

Current through May 31, 2024
(a) A solicitation
				  may not be made by means of a proxy statement, proxy, notice of meeting, or
				  other communication that contains a material misrepresentation. A
				  misrepresentation is a statement that, at the time and under the circumstances
				  in which it is made (1) is false or misleading with respect to a material fact;
				  (2) omits a material fact necessary in order to make a statement made in the
				  solicitation not false or misleading; or (3) omits a material fact necessary to
				  correct a statement, in an earlier communication regarding the solicitation of
				  a proxy for the same meeting or subject matter, which has become false or
				  misleading. A misrepresentation is material if there is substantial likelihood
				  that a reasonable shareholder would consider it important in deciding how to
				  vote. A series of statements or omissions that are objectively false or
				  misleading, but which might not be material misrepresentations if considered
				  separately, might be material misrepresentations if there is a substantial
				  likelihood that a reasonable shareholder would consider the series important in
				  deciding how to vote. Subjective proof that one or more shareholders actually
				  granted a proxy because of a misrepresentation is not required. The following
				  are some examples of what, depending upon particular facts and circumstances,
				  might be misleading within the meaning of
				  3 AAC 08.305 -
				  3 AAC 08.365:
(1)
				  predictions as to specific future market values;
(2) material that directly or indirectly
				  impugns character, integrity, or personal reputation, or directly or indirectly
				  makes charges concerning improper, illegal, or immoral conduct or associations,
				  without factual foundation;
(3)
				  failure to identify a proxy statement, proxy, or other soliciting material so
				  as to distinguish it clearly from the soliciting material of any other person
				  soliciting for the same meeting or subject matter;
(4) claims made before a meeting regarding
				  the results of a solicitation; and
(5) regarding the election of directors,
				  failure to disclose the existence of an agreement or understanding among two or
				  more nominees, proxyholders, or other participants with respect to voting of
				  proxies, and failure to disclose the material provisions of such an agreement
				  or understanding, in circumstances where such participants appear to solicit
				  proxies independently or where there is no apparent affiliation among such
				  participants.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.325 - Prohibition of certain solicitations

Current through May 31, 2024
A person may not solicit
(1) an undated or postdated proxy;
(2) a proxy which provides that it is dated
				  after the date on which it is signed by the shareholder;
(3) a proxy which fails to disclose the
				  shareholders' meeting, or any adjournment of that shareholders' meeting, for
				  which it is solicited;
(4) a proxy
				  which confers authority to vote at more than one shareholders' meeting or any
				  adjournment of that shareholders' meeting; or
(5) a proxy which authorizes a vote at any
				  shareholders' meeting other than the one disclosed.
Authority:
AS
						45.55.138
AS 45.55.139
AS 45.55.160
AS 45.55.240
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.335 - Requirements as to proxy

Current through May 31, 2024
(a) A proxyholder
				  shall either attend the shareholders' meeting in person or execute a power of
				  substitution so that the shares for which he has proxies are represented at the
				  meeting.
(b) A proxyholder shall
				  vote in accordance with any choices made by the shareholder or in the manner
				  provided by the proxy when the shareholder has not specified a
				  choice.
(c) The proxy must
(1) indicate that the proxy is solicited on
				  behalf of the board or, if solicited other than by the board, indicate the
				  identity of the persons on whose behalf the solicitation is made;
(2) provide a specifically designated blank
				  space for dating the proxy; and
(3)
				  provide a means for the shareholder to specify by boxes a choice between
				  approval or disapproval of each matter or group of related matters identified
				  in the proxy as intended to be acted upon, other than the election of
				  directors.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.345 - Board solicitations

Current through May 31, 2024
(a) The solicitation of proxies on behalf of
				  the board for an annual meeting must be preceded or accompanied by the annual
				  report for the corporation's last fiscal year, unless
(1) the solicitation is made on behalf of the
				  board before the annual report is available;
(2) solicitation is being made at the time in
				  opposition to the board; and
(3)
				  the board's proxy statement includes an undertaking to furnish the annual
				  report to all shareholders being solicited at least 50 days before the date of
				  the annual meeting.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.355 - Non-board solicitations

Current through May 31, 2024
The solicitation of proxies on behalf of a participant,
					 other than solicitations under
					 3 AAC 08.345, must be preceded or accompanied by a
					 dated, written proxy statement including, but not limited to, the
					 following:
(1) the name of the
				  corporation in respect to which proxies are being solicited;
(2) the name and address of each participant,
				  including each proxyholder, who has joined or proposes to join in the
				  solicitation;
(3) a statement
				  indicating whether any of the participants in the solicitation has an
				  arrangement or understanding with an entity for future employment by the
				  corporation or future financial transactions to which the corporation will or
				  may become a party, and a description listing the terms of and the parties to
				  each arrangement or understanding;
(4) if action is to be taken on the election
				  of directors, a description of each nominee of the participant who has
				  consented to act if elected; each description must include, if applicable
(A) name, age and state and city of
				  residence;
(B) all positions and
				  offices presently and previously held with the corporation and its
				  subsidiaries;
(C) the remaining
				  term in office as director and all other periods of service as a director for
				  the corporation and its subsidiaries;
(D) the total number of board meetings,
				  including regularly scheduled and special meetings, and the number of meetings
				  of committees on which the nominee served, and the percentage attendance during
				  the last fiscal year at meetings of the board, including regularly scheduled
				  and special meetings, and meetings of committees on which he served, including
				  those meetings for which the absence was excused;
(E) the nature of any family relationship
				  with any director, nominee or executive officer of the corporation and its
				  subsidiaries;
(F) business
				  experience during the past five years, including
(i) principal employment or
				  occupation;
(ii) the nominee's or
				  director's employer; and
(iii)
				  other directorships held for other entities;
(G) any of the following events that occurred
				  during the past 10 years: voluntary or involuntary petition under any
				  bankruptcy or insolvency laws, appointment of a receiver, pending criminal
				  proceedings except traffic violations or other minor offenses, conviction or
				  plea of nolo contendere in a criminal proceeding, except traffic violations or
				  other minor offenses, and the entry of any final judgment, order, or decree,
				  not subsequently reversed or vacated, that the nominee engaged in unethical or
				  illegal business practices, violated fiduciary duties, or violated securities
				  laws;
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 3 - Alaska Native Claims Act Corporations: Solicitation of Proxies › 3 AAC 08.365 - Definitions relating to solicitation of proxies

Current through May 31, 2024
For purposes of
					 3 AAC 08.305 -
					 3 AAC 08.365, the following definitions apply:
(1) "annual report" means a summary by the
				  corporation of its business activities, results of operations, and financial
				  condition for the last fiscal year, including consolidated financial
				  statements, which meet the requirements of
				  43 U.S.C.
				  1606(o), effective December
				  18, 1971, and 43 U.S.C.
				  1625, effective January 2, 1976;
(2) "board" means the board of directors of
				  the issuer of shares for which a proxy is solicited;
(3) "contest" means an issue in which the
				  board expects one or more solicitations to be made which will be subject to
				  3 AAC 08.355;
(4) "corporation" means the issuer of shares
				  with respect to which a proxy is solicited;
(5) "entity" means an individual, sole
				  proprietorship, partnership, joint venture, trust, association, firm,
				  corporation, or other organization, whether or not operated for
				  profit;
(6) "executive officer"
				  means the president, secretary, treasurer, a vice president in charge of a
				  principal business function, such as sales, administration, or finance, or any
				  other person who performs similar policy-making functions for the
				  corporation;
(7) "family" means an
				  individual's spouse, parents, children, or siblings by blood or
				  adoption;
(8) "financial
				  transaction" means
(A) the buying, selling,
				  or leasing of real or personal property or of an interest in real or personal
				  property, including, but not limited to, an option, right of first refusal, or
				  joint venture interest;
(B) the
				  buying or selling of services;
(C)
				  the loaning or borrowing of money or a preliminary commitment to that
				  transaction; or
(D) any other
				  transaction which is substantially similar in nature to those listed in this
				  paragraph, excluding distributions mandated by
				  43 U.S.C.
				  1606(j), effective December
				  18, 1971;
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.500 - Creation of classifications

Current through May 31, 2024
The following classifications of transactions in securities
					 are created, to which
					 3 AAC 08.500 -
					 3 AAC 08.540 apply:
(1) an offering relying on "Regulation D" as
				  adopted by the SEC in  17 C.F.R. 230 and 239 ;
(2) an offering relying on another federal
				  regulation or statute and that otherwise meets the requirements of
				  3 AAC 08.500 -
				  3 AAC 08.540.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.501 - Definitions specific to "Regulation D" procedure

Current through May 31, 2024
(a) As used in
				  3 AAC 08.500 -
				  3 AAC 08.540, the definitions of the following terms are
				  contained in 17 C.F.R.
				  230.501, as revised as of October 1, 1999,
				  and are adopted by reference:
(1) "accredited
				  investor;"
(2)
				  "affiliate;"
(3) "aggregate
				  offering price;"
(4) "business
				  combination;"
(5) "calculation of
				  number of purchasers;"
(6)
				  "executive officer;"
(7)
				  "issuer;"
(8) "purchaser
				  representative."
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.503 - Registration and reporting of "Regulation D" offerings

Current through May 31, 2024
(a) An applicant
				  registering under the provisions of
				  3 AAC 08.500 -
				  3 AAC 08.540 is only required to file the registration
				  statement on State of Alaska Form 08-101, any items required by the
				  registration statement, any items requested by the staff, and the fee required
				  by in 3 AAC 08.920(a) (5). If additional documents, including the
				  offering documents, are filed with the administrator, the administrator will
				  treat the filing as an application for registration by qualification.
(b) Sales of an offering registered under
				  3 AAC 08.500 -
				  3 AAC 08.505 may be made only by a broker-dealer and
				  salesperson registered under this chapter or by other persons exempted from
				  registration by AS 45.55 or this chapter.
(c) Notwithstanding the requirements of (b)
				  of this section, an issuer or sponsor of an issuer to be formed may register up
				  to five salespersons as agents who are exempt from the examination requirement
				  of 3 AAC 08.011(h) (2). To register an agent, the issuer or
				  sponsor of an issuer must file an application for registration in accordance
				  with 3 AAC 08.011(h) (1) and pay a fee in accordance with
				  3 AAC 08.015(a) (1)(B). A salesperson
				  may not be registered to more than one person at a time without complying with
				  the dual registration provisions of
				  3 AAC 08.010(e) - (f).
(d) The registrant shall, for three years
				  after the closing of the offering, maintain and keep open for inspection by the
				  administrator or his designee inside or outside of this state
(1) all offering materials;
(2) records relating to purchaser
				  representatives used, and materials and data relied upon to determine the
				  qualifications of the purchaser representatives;
(3) records relating to purchasers, and
				  materials and data relied upon to determine the qualifications of the
				  purchasers;
(4) records relating to
				  securities sales after the closing of the offering, that are considered as part
				  of the offering; and
(5) all
				  offering materials used in connection with offerings registered under
				  3 AAC 08.500 -
				  3 AAC 08.505.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.505 - Registration of Rule 505 offerings

Current through May 31, 2024
(a) Offerings of
				  securities not exceeding the greater of $5,000,000 or the limit established
				  under 17 C.F.R.
				  230.505(b)(2)(i) (SEC Rule
				  505(b)(2)(i)) may be registered under this section, subject to the following:
(1) an unlimited number of accredited
				  investors may be involved;
(2) the
				  issuer must reasonably believe that, applying the provisions for "calculation
				  of number of purchasers" in 17 C.F.R. 230.501, the number of
				  purchasers, other than accredited investors, total no more than 35;
(3) sales may be made only to sophisticated
				  or suitable purchasers as described in (b) - (c) of this section;
(4) the requirements of
				  3 AAC 08.515(a) and (c) - (f) apply to
				  offerings registered under this section;
(5) advertising is not allowed without a
				  waiver from the administrator under
				  3 AAC 08.520(b);
(6) the sum of the following amounts may not
				  exceed the greater of $5,000,000 or the limit established under
				  17 C.F.R.
				  230.505(b)(2)(i):
(A) the dollar value for the amount of
				  securities being registered;
(B)
				  the aggregate offering price of all securities of the issuer sold within the 12
				  months before the effective date of the certificate of registration;
(C) the aggregate offering price of all
				  securities of the issuer sold during the course of the offering being
				  registered if the securities were sold in reliance on
				  15 U.S.C.
				  77 c(b) (sec. 3(b) of the Securities Act of
				  1933) or in violation of 15
				  U.S.C. 77 e(a) (sec. 5(a) of the Securities
				  Act of 1933).
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.506 - Notice filing procedures for transactions of federal covered securities not involving public offerings

Current through May 31, 2024
(a) An issuer
				  offering a federal covered security in a transaction that is not a public
				  offering for the purposes of 15 U.S.C. 77 d(2) and
				  15 U.S.C.
				  77 r(b)(4)(D) (secs. 4(a)(2) and 18(b)(4)(D)
				  of the Securities Act of 1933) shall file with the administrator through the
				  EFD system no later than 15 days after the first sale of that federal covered
				  security in this state
(1) a notice on SEC
				  Form D, including Part E and the Appendix, or on any successor form adopted by
				  the SEC; and
(2) a nonrefundable
				  notice filing fee as provided in
				  3 AAC 08.920(a) (3).
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.510 - Integration requirements

Current through May 31, 2024
(a) All separate
				  sales of securities by an issuer that are a part of the same offering
				  registered under
				  3 AAC 08.501 -
				  3 AAC 08.505, or noticed under
				  3 AAC 08.506 are included as securities sold under the
				  same offering, except as otherwise provided in this section.
(b) In determining whether to treat separate
				  sales of securities inside or outside of this state as part of the same
				  offering, the administrator will consider whether the sales
(1) are part of a single plan of
				  financing;
(2) involve issuance of
				  the same class of security;
(3) are
				  made at or about the same time;
(4)
				  are made for the same type of consideration; and
(5) are made for the same general
				  purpose.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.515 - Information requirements

Current through May 31, 2024
(a) The provisions
				  of 3 AAC 08.501 -
				  3 AAC 08.540 do not relieve a person from compliance
				  with the statutory requirements of AS 45.55 for full and adequate disclosures
				  of material items.
(b) If an
				  offering is registered under
				  3 AAC 08.504, written disclosures must be provided in
				  connection with all offers and sales as required under (a)(2) of that
				  section.
(c) If an offering is
				  registered under
				  3 AAC 08.505, the offeror must provide full and adequate
				  disclosure of all matters material to an understanding of the issuer, the
				  issuer's business, and the securities being offered. Disclosures must
(1) provide each prospective purchaser with
				  at least the type of information and documentation required by
				  17 C.F.R.
				  230.502(b)(2); for purposes
				  of this paragraph, 17 C.F.R.
				  230.502(b)(2), as revised as
				  of October 1, 1999, is adopted by reference;
(2) include a procedure for a prospective
				  purchaser to ask questions and receive answers concerning the terms of the
				  offering and to obtain any additional information that
(A) the issuer possesses or can acquire
				  through reasonable effort or expense; and
(B) is necessary to verify the accuracy of
				  information provided under this section; and
(3) include a procedure for a prospective
				  purchaser who is not an accredited investor to obtain a brief written
				  description of any written information concerning the offering that is provided
				  by the issuer to any accredited investor; failure by a purchaser to request the
				  information does not constitute a waiver of the issuer's statutory obligation
				  to provide full and complete disclosure; for purposes of this paragraph, a
				  prospective purchaser includes a permitted Alaska purchaser.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.520 - Limitations on manner of offering

Current through May 31, 2024
(a) An issuer or
				  person acting on behalf of an issuer may not offer or sell securities
				  registered under
				  3 AAC 08.500 -
				  3 AAC 08.540 by general solicitation or general
				  advertising. For purposes of this subsection, general solicitation or general
				  advertising includes
(1) an advertisement,
				  aiticle, notice, or other communication published in a newspaper, magazine, or
				  similar medium, broadcast over television or radio, or available on an
				  unrestricted, publicly accessible website; and
(2) a seminar or meeting to which attendees
				  are invited by general solicitation or general advertising.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.530 - Disqualification

Current through May 31, 2024
(a) A person who is disqualified from using
				  an exemption under 17 C.F.R.
				  230.504 or
				  17 C.F.R.
				  230.505 is also disqualified from registering
				  under 3 AAC 08.504 or
				  3 AAC 08.505, respectively.
(b) The administrator will, in the
				  administrator's discretion, deny registration under
				  3 AAC 08.500 -
				  3 AAC 08.540 if a person described in
				  17 C.F.R.
				  230.262(a), (b), or (c)
(1) meets any of the disqualification
				  provisions of 17 C.F.R.
				  230.262 applicable to that person;
(2) has filed a registration statement that
				  is the subject of a currently effective stop order entered by a state within
				  five years before the registration of the offering;
(3) within the 10 years preceding the filing
				  of the registration, has been convicted of
(A) a felony or misdemeanor in connection
				  with the purchase or sale of a security or involving a false filing with a
				  state; or
(B) a felony involving
				  fraud or deceit, including forgery, embezzlement, obtaining money under false
				  pretenses, larceny, and conspiracy to defraud; or
(4) has been subject to a state
				  administrative or court order or judgment, including an injunction, entered
				  within the five years preceding the filing of the registration, if a violation
				  of a state banking, insurance, real estate, or securities law is the grounds
				  for the order or judgment.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.535 - Limitation on sales expenses

Current through May 31, 2024
(a) Expenses of an
				  offering registered under
				  3 AAC 08.504 or
				  3 AAC 08.505, including sales expenses, acquisition
				  expenses, expenses for preparing the offering, and other similar expenses, must
				  be reasonable after taking into account the nature of the offering, the amount
				  to be raised by the offering, and the proposed use of the money.
(b) If the proposed business of the issuer
				  requires a minimum amount of proceeds to commence or continue the business in
				  the manner proposed, those proceeds are subject to impoundment as provided
				  under 3 AAC 08.190.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 4 - "Regulation D" Registration and Notice Procedure › 3 AAC 08.540 - Rescission of improvident sales

Current through May 31, 2024
(a) The improvident
				  closing of a sale of securities in violation of a provision of
				  3 AAC 08.500 -
				  3 AAC 08.505 does not by itself invalidate the
				  registration of the securities if the registrant
(1) seeks an appropriate amendment to the
				  registration with the administrator, provides full details of the transaction,
				  demonstrates that the registrant and the person acting on behalf of the
				  registrant who sold the security acted in good faith, demonstrates that the
				  sale was made without an intent to violate the provisions of this section, and
				  receives an amended order authorizing the proposed transaction;
(2) cancels the sale or provides rescission
				  to the purchaser involved within a reasonable time after discovery;
				  or
(3) either
(A) cancels the sale or provides rescission
				  before release of proceeds held in escrow under
				  AS
				  45.55.110 and
				  3 AAC 08.180 -
				  3 AAC 08.186; or
(B) has the financial capacity to pay and
				  offers to or does provide the rescission payment out of separate funds, if the
				  payment does not create additional risks or obligations to the remaining
				  purchasers or the project for which the money was raised.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.600 - General provisions relating to small corporate offerings

Current through May 31, 2024
(a) As an
				  alternative to a registration procedure under this chapter, a corporation or
				  limited liability company issuing securities that are exempt from registration
				  with the SEC under either 17
				  C.F.R. 230.251 -  17 C.F.R. 230.263 (Regulation A) or 17 C.F.R.
				  230.501- 17 C.F.R.
				  230.504 and
				  17 C.F.R.
				  230.507 (Rule 504 of Regulation D), may use
				  the NASAA registration Form U-7, or its successor, as the disclosure document
				  for the offering.
(b) The
				  administrator will, in the administrator's discretion, for good cause shown,
				  waive or modify a requirement of
				  3 AAC 08.600 -
				  3 AAC 08.650.
(c) The administrator will, in the
				  administrator's discretion, apply a provision of
				  3 AAC 08.080 -
				  3 AAC 08.230 to offerings under
				  3 AAC 08.600 -
				  3 AAC 08.650, if the administrator determines that
				  application of that provision is necessary for the protection of
				  investors.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.620 - Disqualification of small corporate offerings

Current through May 31, 2024
(a) An issuer may
				  not use NASAA Form U-7, or its successor, if the issuer, a beneficial owner of
				  10 percent or more of a class of the issuer's equity securities, an officer,
				  director, or promoter of the issuer, a selling agent of the securities to be
				  offered, or an officer, director, or partner of that selling agent
(1) files a registration statement that is
				  the subject of a currently effective registration stop order entered under a
				  federal or state securities law within the five years before the filing of the
				  registration application;
(2) was
				  convicted, within five years before the filing of the application for
				  registration, of
(A) a misdemeanor in
				  connection with the offer, purchase, or sale of a security; or
(B) a felony;
(3) is currently subject to a federal or
				  state administrative enforcement order or judgment, entered within five years
				  before the filing of the application for registration, and
(A) entered by a state's securities
				  administrator or the SEC; or
(B) in
				  which fraud or deceit was found; for purposes of this subparagraph, fraud and
				  deceit include the making of untrue statements of material facts or omitting to
				  state material facts;
(4) is subject to a state administrative
				  enforcement order or judgment that prohibits, denies, or revokes the use of an
				  exemption for registration in connection with the offer, purchase, or sale of
				  securities;
(5) is currently
				  subject to a court order, judgment, or decree, entered within five years before
				  the filing of the application for registration, and
(A) temporarily, preliminarily, or
				  permanently restraining or enjoining that person from engaging in or continuing
				  a conduct or practice in connection with the purchase or sale of a security;
				  or
(B) involving the making of a
				  false filing with a state or with the SEC, entered within five years before the
				  filing of the application for registration.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.630 - Filing requirements for small corporate offerings

Current through May 31, 2024
In addition to filing a properly completed and signed NASAA
					 Form U-7, or its successor, an issuer who seeks registration under
					 3 AAC 08.600 -
					 3 AAC 08.650 must file with the administrator a NASAA
					 Form U-1, Uniform Application to Register Securities, or its successor.
					 References in the NASAA Form U-1, or its successor, to SEC registration and
					 effectiveness and Questions 6 and 8(a) of the form are inapplicable. The
					 following documents must be filed as exhibits to the NASAA Form U-1, or its
					 successor:
(1) a representative form
				  of the selling agency agreements;
(2) a copy of
(A) the issuer's
(i) articles of incorporation, if the issuer
				  is a corporation; or
(ii) other
				  charter documents, for an issuer other than a corporation; and
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.640 - Registration and reporting for small corporate offerings

Current through May 31, 2024
(a) The issuer
				  shall pay a registration and filing fee as provided in
				  3 AAC 08.920(a) (5) for the
				  registration of the offering under NASAA Form U-7.
(b) An issuer may register up to five
				  salespersons as agents of the issuer who are exempt from the examination
				  requirement of
				  3 AAC 08.011(h) (2). To register an
				  agent, the issuer must file an application for registration in accordance with
				  3 AAC 08.011(h) (1) and pay a fee in
				  accordance with
				  3 AAC 08.015(a) (1)(B). A salesperson
				  may not be registered to more than one issuer at a time without compliance with
				  the dual registration provisions of
				  3 AAC 08.010(e) - (f).
(c) For three years after the close of the
				  offering, the issuer shall maintain and keep open for inspection by the
				  administrator all
(1) offering
				  materials;
(2) records relating to
				  purchasers; and
(3) records
				  relating to securities sales following the close of the offering that are
				  considered as part of the offering.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 5 - Small Corporate Offering Registration SCOR Procedure › 3 AAC 08.650 - Escrow, lock-in, and impound provisions for small corporate offerings

Current through May 31, 2024
(a) Promotional shares in an offering under
				  3 AAC 08.600 -
				  3 AAC 08.640 are subject to the escrow and lock-in
				  requirements of
				  3 AAC 08.180 -
				  3 AAC 08.186.
(b) If the proposed business of the issuer
				  requires a minimum amount of proceeds to commence or continue the business in
				  the manner proposed, impoundment of the sale proceeds are subject to the
				  requirements of
				  3 AAC 08.190.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.700 - Viatical settlement interests as securities

Current through May 31, 2024
An investment contract known as a viatical settlement
					 interest is a security that is subject to AS 45.55 and this
					 chapter.
Authority:
AS
						45.55.070
AS 45.55.950
AS
						45.55.990
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.705 - Scope of viatical settlement requirements

Current through May 31, 2024
The provisions of
					 3 AAC 08.700 -
					 3 AAC 08.740
(1) set out the registration requirements,
				  requirements for renewal of registration, fees, effective dates, and related
				  matters for a viatical settlement interest; and
(2) do not
(A) provide an exemption from the fraud
				  provisions of
				  AS
				  45.55.010-45.55.028, or from another fraud
				  provision of AS 45.55 or this chapter;
(B) relieve broker-dealers or agents from
				  compliance with
				  AS
				  45.55.010-45.55.060 or
				  3 AAC 08.005 -
				  3 AAC 08.065; or
(C) prohibit an issuer from using the
				  registration procedures in AS 45.55 and this chapter or from claiming an
				  exemption available under
				  AS
				  45.55.900.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.715 - Effective date and expiration date for registration of viatical settlement interests

Current through May 31, 2024
The effective date of a registration under
					 3 AAC 08.700 -
					 3 AAC 08.740 is the date a registrant is authorized to
					 sell securities under a certificate of registration issued by the
					 administrator. A certificate of registration issued under
					 3 AAC 08.700 -
					 3 AAC 08.740 expires one year after the effective
					 date.
Authority:
AS
						45.55.070
AS 45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.720 - Right of rescission applicable to sales of viatical settlement interests

Current through May 31, 2024
(a) The issuer of a viatical settlement
				  interest or a security that represents or is secured by a viatical settlement
				  interest shall provide the viatical settlement purchaser an opportunity to
				  rescind the purchase. The issuer shall provide the viatical settlement
				  purchaser 10 business days after execution of the viatical settlement purchase
				  agreement to submit personally or mail a written notice of rescission to the
				  address designated in the disclosure document required under
				  3 AAC 08.710(a) (5)(A)(i).
(b) The notice of rescission required under
				  (a) of this section is sufficient if addressed to the entity designated for the
				  notice at the address given in the disclosure statement required under
				  3 AAC 08.710(a) (5)(A)(i). The
				  rescission notice is effective on the date that it is mailed or the date that
				  it is received, whichever is earlier. The rescission notice may be in any form
				  that expresses the intention of a purchaser to rescind the
				  transaction.
(c) Within 90 days
				  after the execution of the viatical settlement purchase agreement, the issuer
				  shall provide the viatical settlement purchaser with a rescission offer using
				  State of Alaska Form 08-118, if within that period the issuer has not
				  identified a viatical settlement contract acceptable to and suitable for the
				  viatical settlement purchaser and closed the transaction. The viatical
				  settlement purchaser may accept the rescission offer within 10 business days
				  after receiving it. The issuer shall keep a record of the rescission offer and
				  its acceptance or rejection for at least three years after providing that
				  offer, and shall provide that record to the administrator at the
				  administrator's request.
(d) In
				  this section, "business day" means a day other than Saturday, Sunday, or a
				  state or federal holiday.
Authority:
AS
						45.55.070
AS 45.55.120
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.725 - Sales agents

Current through May 31, 2024
In addition to meeting other requirements for agents under
					 AS 45.55 and this chapter, a sales agent who is registered to sell viatical
					 settlement interests shall
(1) clearly
				  and affirmatively disclose the nature of the return or the duration of time to
				  obtain the return of any investment related to one or more viatical settlements
				  sold by a viatical settlement provider or other seller whom the agent
				  represents; and
(2) provide the
				  disclosure documents required under
				  3 AAC 08.710(a) (5)-(6) to the
				  purchaser in a timely manner.
Authority:
AS
						45.55.030
AS 45.55.040
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.730 - Waiver of viatical settlement requirements

Current through May 31, 2024
Upon the request of an issuer, the administrator will, in
					 the administrator's discretion, waive a requirement of
					 3 AAC 08.710 -
					 3 AAC 08.725 by order if the administrator determines
					 the waiver to be in the public interest and that the requirement to be waived
					 is not necessary for protection of investors. The issuer bears the burden of
					 proof to satisfy the administrator that the waiver is in the public interest
					 and that the requirement to be waived is not necessary for protection of
					 investors.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 6 - Viatical Settlement Interests › 3 AAC 08.740 - Privacy

Current through May 31, 2024
Except as required for the administrator to execute the
					 administrator's responsibilities under AS 45.55 or this chapter, an issuer of a
					 viatical settlement interest may not disclose to another person the identity of
					 the viator or insured of the insurance policy that is the subject of the
					 viatical settlement interest. The viator may waive this prohibition against
					 disclosure if the waiver is in writing and signed by the
					 viator.
Authority:
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 7 - Small Intrastate Securities Offerings › 3 AAC 08.810 - Notice filing requirements

Current through May 31, 2024
(a) In an offering
				  conducted in reliance upon the crowdinvesting exemption in AS 45.55.175, the
				  issuer shall file with the administrator, not later than 10 days before the use
				  of a general solicitation or not later than 15 days after the first sale of a
				  security,
(1) a completed notice filing form
				  as prescribed by the administrator;
(2) the nonrefundable notice filing fee
				  required by
				  3 AAC 08.920(a)(12);
(3) a copy of all advertising and other
				  materials directed to or to be supplied to prospective purchasers in the
				  offering;
(4) a copy of the
				  offering document and disclosures to be provided to prospective purchasers;
(5) a copy of the escrow agreement
				  between the issuer and an escrow agent in which the offering proceeds will be
				  deposited; and
(6) a copy of any
				  agreement between the issuer and a third-party website operator, if
				  applicable.