reglab/statecodes huggingface dataset:
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.09 - Uniform Forms

Current through Rules and Regulations filed through June 27, 2024
(1) The following "Uniform Forms", as amended
				from time to time, are prescribed for use under the Act and Rules in lieu of
				the requisite Georgia form, if any.
(a) U-1.
				Uniform Application to Register Securities.
(b) U-2. Uniform Consent to Service of
				Process.
(c) U-2A. Uniform Form of
				Corporate Resolution.
(d) U-4.
				Uniform Application for Securities Industry Registration or Transfer.
(e) U-5. Uniform Termination Notice for
				Securities Industry Registration.
(f) ADV. Uniform Application for Investment
				Adviser Registration.
(g) BD.
				Uniform Application for Broker-Dealer Registration.
(h) USR-1. Investment Company Report of
				Sales.
(i) U-7. Small Company
				Offerings Registration Form, may be used as a disclosure guide when making a
				small company offering of securities pursuant to an exemption under the Act or
				when making small public offerings pursuant to the Act.
(j) NF. Uniform Investment Company Notice
				Filing.
(k) Model Accredited
				Investor Exemption Uniform Notice of Transaction.
(l) BR. Uniform Branch Office Registration
				Form.
(m) ADV-W. Notice of
				Withdrawal from Registration as Investment Adviser.
(n) BDW. Uniform Request for Withdrawal from
				Registration as a Broker-Dealer.
(o) D. Notice of Sales of Securities pursuant
				to SEC Regulation D.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.11 - Appointment of Investigative Agent, Examiner or Regulatory Monitor

Current through Rules and Regulations filed through June 27, 2024
(1) In the case of
				any investigation or examination conducted under Code Section
				 10-5-71, the Commissioner may appoint an investigative agent, examiner or regulatory
				monitor to conduct the investigation or examination who shall have the powers
				and authority granted by the Commissioner.
(2) An investigative agent, examiner or
				regulatory monitor must possess the necessary investigative, legal, accounting
				or financial skills and expertise to properly analyze the evidence, prepare and
				present a comprehensive report, and follow through until completion of the
				assigned task. The investigative agent, examiner or regulatory monitor must
				certify that he or she does not have, nor is there a perception that he or she
				may have, a professional conflict of interest in the matter to be investigated.
				The Commissioner, in his or her sole discretion, shall determine the
				qualifications of an investigative agent, examiner or regulatory
				monitor.
(3) Unless otherwise
				indicated in the order, supervision of the investigative agent is vested in the
				Commissioner or his or her designee.
(4) An investigative agent, examiner or
				regulatory monitor shall be appointed by order under the appropriate Code
				Section. The order shall generally identify the matter, the persons to be
				investigated, the qualifications of the individual appointed as investigative
				agent, procedures for securing subpoenas, and reporting requirements. The order
				shall also establish the rate of compensation and invoicing and billing
				procedures.
(5) An investigative
				agent, examiner or regulatory monitor shall serve for a period of up to twelve
				(12) months. The period of appointment may be shortened or extended by the
				Commissioner as circumstances require.
(6) In any case where investigations or
				examinations are conducted by an investigative agent, examiner or regulatory
				monitor, he or she shall submit to the Commissioner a written report, including
				the transcript of the testimony in evidence (if requested by the Commissioner),
				the findings and recommendations of the action to be taken by the Commissioner.
				The recommendation of the agent may be approved, modified, or disapproved by
				the Commissioner. The Commissioner may direct an investigative agent or
				examiner to conduct further investigation, take additional testimony or acquire
				further documentary evidence as may be necessary and appropriate. Failure to
				submit the written report may disqualify the appointed individual or firm from
				any future appointment as an investigative agent, examiner or regulatory
				monitor.
O.C.G.A. Secs.
				  10-5-.10, 10-5-70, 10-5-71.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.12 - Criminal History Access and Confidential Law Enforcement Information

Current through Rules and Regulations filed through June 27, 2024
(1) The
				Commissioner's investigators who are certified as peace officers by the Georgia
				Peace Officers Standards and Training Council or other employees authorized by
				the Commissioner may request access to criminal history files maintained by any
				state or federal law enforcement agency.
(2) Criminal history information that the
				Commissioner's investigators obtain from state or federal law enforcement
				agencies shall be securely maintained by the Commissioner and his or her staff
				and shall be confidential.
(3) Any
				access to such criminal history information shall be made in accordance with
				applicable laws, conditions, and limits imposed by the providing enforcement
				agency.
(4) The Commissioner may
				determine, in his or her sole discretion, whether the identity of a
				confidential informer shall be disclosed. The Commissioner shall take into
				account the public interest and the safety and security of the confidential
				informer.
O.C.G.A. Secs.
				  10-5-10,   10-5-11,   10-5-70,   10-5-71.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.13 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-10,   10-5-11.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-1 - GENERAL PROVISIONS › Rule 590-4-1-.14 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-10,   10-5-11.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.01 - Federal Covered Security Notice Filing Requirement for Investment Companies

Current through Rules and Regulations filed through June 27, 2024
(1) An issuer of a federal covered security
				under Section 18(b)(2) of the Securities Act of 1933 (i.e., an investment
				company that is registered, or that has filed a registration statement, under
				the Investment Company Act of 1940), that is not otherwise exempt under
				Sections
				 10-5-10 through 
				 10-5-12 of  the Act, is required to submit a notice filing as set forth in subsection
				(2) with respect to each security sold before the initial offer of the federal
				covered security in this state.
(2)
				Each required notice filing under this Rule shall include the following:
(a) All records that are part of the federal
				registration statement filed with the Securities and Exchange Commission under
				the Securities Act of 1933,
				 15 U.S.C. Section 77  a,
et
				seq.
;
(b) A consent to
				service of process complying with Section
				 10-5-80 of  the Act; and
(c) A
				non-refundable filing fee of $250.00.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.02 - Federal Covered Security Notice Filing Requirement for Offerings Pursuant to Rule 506

Current through Rules and Regulations filed through June 27, 2024
(1) An issuer of a federal covered security
				under Section 18(b)(4)(D) of the Securities Act of 1933, that is not otherwise
				exempt under Sections
				 10-5-10 through 
				 10-5-12 of  the Act, is required to submit a notice filing pursuant to subsection (2)
				hereof not later than fifteen (15) days after the first sale of the federal
				covered security in this State or the first Business Day following the
				fifteenth (15th) day after the first sale of the
				federal covered security in this State if the fifteenth
				(15th) day is not a Business Day.
(2) Each required notice filing under this
				Rule shall include the following:
(a) A copy
				of the most recently filed Form D as filed with the SEC; and
(b) Payment of a non-refundable fee of
				$250.00.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.04 - Non-issuer Transactions Manual Exemption

Current through Rules and Regulations filed through June 27, 2024
For purposes of exempt non-issuer transactions by or through
				 a broker-dealer registered or exempt from registration under this Chapter, the
				 following securities manuals are designated as nationally recognized securities
				 manuals:
(a) Standard & Poor's
				Standard Corporations Descriptions,
(b) Best's Insurance Reports
				Life-Health;
(c) Mergent's Bank and
				Finance Manual and News Reports;
(d) Mergent's Industrial Manual and News
				Reports;
(e) Mergent's Public
				Utility Manual and News Reports;
(f) Mergent's Transportation Manual and News
				Reports;
(g) Mergent's Municipal
				and Government Manual and News Reports;
(h) Mergent's International Manual and News
				Reports;
(i) Fitch's Individual
				Stock Bulletin;
(j) The OTCQX
				Market;
(k) The OTCQB Market;
				and
(l) Any other securities manual
				as determined in the discretion of the Commissioner to be a nationally
				recognized securities manual, which shall require the continuous disclosure by
				any issuer relying on such manual for the purpose of the registration
				exemption.
O.C.G.A. §§
										10-5-11,   10-5-70.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.05 - Nonpublic Offering Exemption

Current through Rules and Regulations filed through June 27, 2024
(1) For purposes of calculating the number of
				purchasers under Section
				 10-5-11(14) of  the Act, the following rules shall apply:
(a) The following purchasers shall be
				excluded:
1. Any person related to the
				purchaser by blood or marriage having the same principal residence as the
				purchaser.
2. Any trust or estate
				in which a purchaser and any of the persons related to the purchaser (as
				specified in clause (1) or (3)) collectively have more than fifty percent (50%)
				of the beneficial interest (excluding contingent interests).
3. Any corporation or other organization of
				which a purchaser and any of the persons related to the purchaser (as specified
				in clause (1) or (2)) collectively are beneficial owners of more than fifty
				percent (50%) of the equity securities (excluding directors' qualifying shares)
				or equity interest.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.06 - Disqualification from Use of Exemption

Current through Rules and Regulations filed through June 27, 2024
(1) No exemption under Section
				 10-5-11(14) of  the Act, the Georgia ULOE or the Invest
				Georgia Exemption shall be available for any Offering if the issuer; any
				predecessor of the issuer; any affiliate of the issuer; any member of the board
				of directors, officer, general partner, limited liability company manager or
				managing member of the issuer; or any person that has been or will be paid
				(directly or indirectly) remuneration for solicitation of purchasers in
				connection with such sale of securities pursuant to the Offering:
(a) Has filed a registration statement which
				is the subject of any pending proceeding or examination under Section 8 of the
				Securities Act of 1933, or has been the subject of any refusal order or stop
				order thereunder within five (5) years prior to the Offering;
(b) Is subject to any pending proceeding
				under SEC Rule 258 promulgated under the Securities Act of 1933, or any similar
				section adopted under Section 3(b) of the Securities Act of 1933, or to an
				order entered thereunder within five (5) years prior to the Offering;
(c) Has been convicted within five (5) years
				prior to the Offering of any felony or misdemeanor in connection with the
				purchase or sale of any security or involving the making of any false filing
				related to the offer or sale of any security;
(d) Is subject to any order, judgment, or
				decree of any court of competent jurisdiction or regulatory authority
				(including non-U.S. regulatory authorities) temporarily or preliminarily
				restraining or enjoining, or is subject to any order, judgment or decree of any
				court of competent jurisdiction or regulatory authority entered within five (5)
				years prior to the Offering permanently restraining or enjoining, such person
				from engaging in or continuing any conduct or practice in connection with the
				purchase or sale of any security or involving the making of any false filing
				related to the offer or sale of any security; or
(e) Is subject to a United States Postal
				Service false representation order entered under §
										39 U.S.C. 3005  within five (5) years prior to the
				Offering, or is subject to a temporary restraining order or preliminary
				injunction entered under §
										39 U.S.C. 3007  with respect to conduct alleged to have
				violated §
										39 U.S.C. 3005.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.07 - Not-For-Profit Securities Registration

Current through Rules and Regulations filed through June 27, 2024
(1) With respect to the offer or sale of a
				note, bond, debenture, or other evidence of indebtedness, such issuers relying
				upon the exemption from registration provided in Section
				 10-5-10(7) of  the Act shall file a notice as set forth
				in subsections (2) below with the Secretary of State at least ten (10) full
				business days prior to the first offer of sale pursuant to such claim. Such
				exemption shall become effective ten (10) full business days after the filing
				of a complete notice if the Secretary of State has not disallowed the
				exemption.
(2) The notice required
				in this Rule shall specify, in writing, the material terms of the proposed
				offer or sale to include, although not limited to, the following:
(a) The identity of the issuer;
(b) The amount and type of securities to be
				sold pursuant to the exemption;
(c)
				A description of the use of the proceeds of the Offering;
(d) The person or persons by whom the offers
				and sales will be made;
(e) The
				offering statement, if any; and
(f)
				A consent to service of process complying with Section
				 10-5-80 of  the Act.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.09 - Request for Transactional Exemption Pursuant to a Fairness Determination

Current through Rules and Regulations filed through June 27, 2024
(1) Any person
				seeking the Commissioner's approval, pursuant to O.C.G.A. §
									10-5-11(9), of the fairness of the terms and conditions of the issuance and delivery of
				securities in exchange for outstanding securities, claims, or property
				interests, shall make application with the Commissioner as described in
				paragraph (2) below. The Commissioner may in his sole discretion reject any
				application. The Commissioner will only consider an application for a proposed
				exchange transaction where fifty one percent (51%) or more of the persons to
				whom it is proposed to issue securities or to deliver other consideration in an
				exchange under O.C.G.A. §
									10-5-11(9) 
				 are persons who are Georgia residents, and:
(a) The applicant is a domestic business
				entity formed, organized or incorporated under the laws of Georgia;
				or
(b) The applicant is a business
				entity whose headquarters or principal place of business is located in
				Georgia.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.10 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Sec.
				  10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.11 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Sec.
				  10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.12 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Sec.
				  10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.13 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.14 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-4,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.15 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.16 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.17 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10,   10-5-12.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.18 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Sec.
				  10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.19 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.20 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-3,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.01 - Filing of Original Registration Statement; Power of Attorney

Current through Rules and Regulations filed through June 27, 2024
(1) The completed
				registration statement, together with exhibits and all other documents included
				as a part thereof, shall be submitted to the Commissioner.
(2) The registration statement shall be
				completed by the Applicant or an authorized Officer of an Applicant.
(3) If any name is signed on a registration
				statement pursuant to a power of attorney, then copies of the power of attorney
				shall be filed with the Commissioner, together with the registration statement.
				In addition, if the name of any Officer signing such registration statement on
				behalf of the Applicant or attesting the Applicant's seal is signed pursuant to
				a power of attorney, then certified copies of a resolution of the Applicant's
				board of directors authorizing the signature shall also be filed with the
				Commissioner together with such registration statement.
(4) The completed registration statement,
				together with exhibits and all other documents included as a part thereof,
				required by this Rule may be made electronically on a form adopted by the
				Commissioner.
O.C.G.A. Secs.
				  10-5-6,   10-5-10,   10-5-12,   10-5-24,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.02 - Determination of Filing Date; Abandonment of Registration Statements

Current through Rules and Regulations filed through June 27, 2024
(1) A registration
				statement required by Section
				 10-5-22 or 
				 10-5-23 of  the Act is considered filed when the Commissioner receives the registration
				statement and required filing fees, as prescribed from time to time by order of
				the Commissioner.
(2) Any
				registration statement filed pursuant to Section
				 10-5-22 or 
				 10-5-23 of  the Act is deficient if any of the following conditions exist:
(a) The registration statement is not in
				proper form;
(b) The registration
				statement does not comply with the applicable provisions of Section
				 10-5-22,  10-5-23,  10-5-24 or  any other provision of the Act; or
(c) The registration statement does not
				comply with any other applicable state or federal law, statute, rule or
				regulation.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.03 - Paper, Printing, and Language

Current through Rules and Regulations filed through June 27, 2024
(1) Unless otherwise permitted by the
				Commissioner, the registration statement and all papers and documents filed as
				a part thereof shall be in times new roman type or its substantial equivalent,
				at least as large and as legible as 10-point modern type, except that financial
				statements and other tabular data, including tabular data in notes, may be in
				times new roman type or its substantial equivalent at least as large and as
				legible as 8-point modern type.
(2)
				The registration statement shall be in the English language. If any exhibit or
				other document filed with the registration statement is in a foreign language,
				it shall be accompanied by a translation into the English language accompanied
				by a sworn affidavit attesting to the accuracy of the translation.
O.C.G.A. Secs.
				  10-5-5,   10-5-10,   10-5-14,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.04 - Contents of Registration Statements

Current through Rules and Regulations filed through June 27, 2024
(1) Except as provided in subsection (2) of
				this Rule, every registration statement filed under Section
				 10-5-22 or  Section
				 10-5-23 of  the Act shall be on Form U-1, as made available on NASAA's website, or
				electronically in a form containing substantially similar disclosures, as
				permitted by order of the Commissioner.
(2) The registration statement to be filed
				under Section
				 10-5-23 of  the Act in connection with any offer or sale of securities offered or sold
				in compliance with SEC Rule 504 adopted pursuant to the Securities Act of 1933
				or Section (4)(5),
				 15 U.S.C. §
										77  d(5), of the Securities Act of
				1933, and for which a Form D has been filed with the SEC shall consist of the
				most recently filed Form D, as filed with the SEC, in lieu of the registration
				statement required in subsection (1) of this Rule. A filing under this
				subsection shall be made electronically, as permitted by order of the
				Commissioner.
O.C.G.A. Secs.
				  10-5-6,   10-5-10,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.05 - General Requirements of Prospectus

Current through Rules and Regulations filed through June 27, 2024
The following general requirements shall apply to every
				 prospectus required to be filed with the Commissioner, unless otherwise
				 provided for.
(1) Unless otherwise
				permitted by the Commissioner, the body of the prospectus and all notes to
				financial statements and other tabular data included therein shall be in times
				new roman type or its substantial equivalent, at least as large and as legible
				as 10-point modern type, except that financial statements and other tabular
				data, including tabular data in notes, may be in times new roman type or its
				substantial equivalent, at least as large and as legible as 8-point modern
				type. A prospectus in the final form approved by the Commissioner shall be
				deemed to have met all requirements of this subsection.
(2) Photographs or conceptions or renderings
				by artists, architects or engineers are only permitted to be included in a
				prospectus to the extent they are necessary for a fair understanding of the
				subject and provided that such photographs, conceptions and renderings are not
				misleading. Accurate maps or surveys are permissible where appropriate.
				Established corporate symbols or trademarks may be used, provided they do not
				create misleading impressions.
(3)
				The information set forth in a prospectus should be presented in a clear and
				understandable fashion. All information contained in a prospectus shall be set
				forth under appropriate captions or headings reasonably indicative of the
				principal subject matter set forth. Except as to financial statements and other
				tabular data, all information set forth in a prospectus shall be divided into
				reasonably short paragraphs or sections. The information required in a
				prospectus need not follow the order of the items or topics set forth in these
				rules. The information shall not, however, be set forth in a manner that
				obscures any of the required information or any information necessary to keep
				the required information from being incomplete or misleading.
(4) The prospectus shall include all material
				information not expressly required that is necessary under the circumstances to
				make the statements not misleading and shall include all information material
				to an evaluation of the offered security.
O.C.G.A. Secs.
				  10-5-5,   10-5-10,   10-5-14,   10-5-53,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.06 - Delivery and Contents of Prospectus

Current through Rules and Regulations filed through June 27, 2024
(1)
Filing
. Each
				registration statement filed under the Act shall include a prospectus to be
				used in connection with the proposed securities offering.
(2)
Prospectus Delivery
				Requirements
. As a condition of registration, an Applicant shall
				comply with the following:
(a) A person
				offering or selling a security under a registration statement filed pursuant to
				Section
				 10-5-23 of  the Act shall deliver a copy of the final prospectus to each prospective
				purchaser before the confirmation of a sale made by or for the account of the
				person. Each subscription agreement shall contain a statement by the purchaser
				that the purchaser has received a copy of the prospectus.
(b) A person offering or selling a security
				under a registration statement filed pursuant to Section
				 10-5-22 of  the Act shall deliver a copy of the prospectus as and to the extent required
				by the Securities Act of 1933.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.07 - Amendments to Registration Statements

Current through Rules and Regulations filed through June 27, 2024
If at any time during which a registration statement is
				 effective under the Act, any statement contained in such registration statement
				 becomes materially inaccurate or misleading as of that time, then the Applicant
				 shall within five (5) days thereafter file with the Commissioner a sworn
				 statement of the changes in the circumstances and the amendments necessary to
				 render such registration statement complete and accurate and not misleading.
				 The sworn statement of changes shall become a part of such registration
				 statement. Within five (5) days thereafter, the Commissioner shall determine
				 whether to order that such statement of the changes be included in the
				 prospectus under Rules
				  590-4-3-.05  and
				  590-4-3-.06. If the Commissioner so
				 orders, such statement of changes shall be included into such prospectus by way
				 of addendum or supplement and delivered pursuant to Rule
				  590-4-3.06(2).
O.C.G.A. Secs.
				  10-5-2,   10-5-10,   10-5-12,   10-5-53,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.08 - Petition for Waiver or Modification of Requirements

Current through Rules and Regulations filed through June 27, 2024
(1) An Applicant may petition the
				Commissioner to exercise his or her authority under Section
				 10-5-26 of  the Act to waive or modify any of the requirements permitted to be so waived
				or modified pursuant to Section
				 10-5-26 of  the Act. Such petition shall:
(a) Be
				sworn;
(b) Describe the
				requirements that the Applicant seeks be waived or modified and the requested
				waiver or modification thereof; and
(c) State the basis for the Applicant's
				belief that such waiver or modification is consistent with the protection of
				investors.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.09 - Issuer's Quarterly and Annual Reports

Current through Rules and Regulations filed through June 27, 2024
(1) In addition to the financial statements
				required to be filed pursuant to Section
				 10-5-23 of  the Act, every issuer who has registered securities for sale in this state
				pursuant to Code Section
				 10-5-23 of  the Act shall, for a period of twelve (12) months following the effective
				date of such registration statement, or any renewals thereof, file with the
				Commissioner:
(a) Within sixty (60) days of
				the close of each fiscal quarter of the issuer of the securities registered,
				except the last fiscal quarter of each fiscal year, the following financial
				statements:
1. Consolidated statements of
				financial position (i.e., balance sheet), income, and cash flows of the issuer
				and its subsidiaries for each fiscal quarter;
2. Consolidated statement of shareholders'
				equity for the issuer and its subsidiaries for each such fiscal quarter. Such
				statement may contain the items specified in Form 10-Q promulgated by the SEC
				under the Securities Exchange Act of 1934.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.10 - Financial Statements

Current through Rules and Regulations filed through June 27, 2024
(a) Except as otherwise expressly provided in
				Rule
				 590-4-3-.09, as to definitions,
				qualifications of accountants, contents of accountant's certificates,
				requirements of consolidated or combined statements, and the form and content
				of financial statements (including any prospective financial statements or pro
				forma financial statements), the Commissioner shall apply Regulation S-X as
				adopted by the SEC in its most recent form as of the date of the filing of the
				registration statement, prospectus or other document containing such financial
				statements as required by the Act or any rule adopted by the Commissioner
				thereunder.
(b) The Commissioner
				may, upon the written request of the Applicant and where consistent with the
				protection of investors, permit the omission of one or more financial
				statements required under Rule
				 590-4-3-.09, or the filing in
				substitution therefor of an appropriate comparable character. The Commissioner
				may also, by written notice, require the filing of other financial statements
				in addition to, or in substitution for, the financial statements in any case
				where the financial statements are necessary or appropriate for an adequate
				presentation of the financial condition of any person whose financial
				statements are required, or whose statements are otherwise necessary for the
				protection of investors.
O.C.G.A. Secs.
				  10-5-10,   10-5-12,   10-5-24,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.11 - Renewals of Registration Statements

Current through Rules and Regulations filed through June 27, 2024
A registration statement filed pursuant to the Act may be
				 renewed for additional one year periods if the issuer files with the
				 Commissioner at least thirty (30) days prior to anniversary of effective date
				 of such registration statement an updated prospectus prepared in accordance
				 with the rules adopted by the Commissioner containing information as of a date
				 no more than 90 days prior the filing date thereof together with the renewal
				 fee prescribed by the Commissioner. Unless the Commissioner issues an order
				 specifying otherwise, the renewal of such registration statement becomes
				 effective on the anniversary of expiration of the original registration
				 statement, and such renewed registration statement shall be effective for one
				 year.
O.C.G.A. Secs.
				  10-5-10,   10-5-12,   10-5-24,   10-5-70,   10-5-74.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.12 - Filing of Sales and Advertising Literature Relating to Securities Offerings Registered by Qualification

Current through Rules and Regulations filed through June 27, 2024
(1) Except as provided in this Rule, Sales
				and Advertising Literature used or proposed to be used in connection with the
				offer or sale of securities registered under Section
				 10-5-23 of  the Act must be filed with the Commissioner at least five (5) business days
				prior to issuance, release, circulation or distribution thereof.
(2) The following Sales and Advertising
				Literature are not required to be filed with the Commissioner pursuant to this
				Rule:
(a) An advertisement, the content of
				which is limited to the information specified in Rule 134(a) adopted by the SEC
				under the Securities Act of 1933 and includes a statement that such
				advertisement does not constitute an offer to sell or the solicitation of an
				offer to buy a security and the name and address from whom a prospectus can be
				obtained;
(b) Customary quarterly,
				annual and other periodic reports to security holders, proxy statements,
				dividend notices, and similar documents that are routinely sent to security
				owners; and
(c) The prospectus
				included in the registration statement filed with the Commissioner relating to
				such offering of securities.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.14 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-5,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-3 - REGISTRATION OF SECURITIES › Rule 590-4-3-.15 - Repealed

Current through Rules and Regulations filed through June 27, 2024
O.C.G.A. Secs.
				  10-5-5,   10-5-10.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.01 - Electronic Filing with Designated Entity

Current through Rules and Regulations filed through June 27, 2024
(1)
Designation.
Pursuant to
				O.C.G.A. Sec.
				 10-5-35, the Commissioner designates the web-based Investment Adviser Registration
				Depository ("IARD") to receive and store filings and collect related fees from
				investment advisers and investment adviser representatives on behalf of the
				Commissioner.
(2) Use of IARD.
				Unless otherwise provided, all investment adviser and investment adviser
				representative applications, amendments, reports, notices, related filings and
				fees required to be filed with the Commissioner pursuant to the rules
				promulgated under the Act, shall be filed electronically with and transmitted
				to IARD. The following additional conditions relate to such electronic filings:
a. Electronic Signature. When a signature or
				signatures are required by the particular instructions of any filing to be made
				electronically through IARD, a duly authorized officer of the applicant or the
				applicant him or herself, as required, shall affix his or her electronic
				signature to the filing by typing his or her name in the appropriate fields and
				submitting the filing electronically to IARD. Submission of a filing in this
				manner shall constitute irrefutable evidence of legal signature by any
				individuals whose names are typed on the filing.
b. When filed. Solely for purposes of a
				filing made electronically through IARD, a document is considered filed with
				the Commissioner when all fees are received and the filing is accepted by IARD
				on behalf of the state.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.02 - Application for Investment Adviser Registration

Current through Rules and Regulations filed through June 27, 2024
(1) Initial Application. The application for
				initial registration as an investment adviser pursuant to O.C.G.A. Sec.
				 10-5-32 shall be made by completing Form ADV (Uniform Application for Investment
				Adviser Registration) in accordance with the form instructions and by filing
				the form electronically with IARD. The application for initial registration
				shall also include the following:
(a) Proof
				of compliance by the investment adviser with the examination requirements of
				Rule
				 590-4-4-.09;
(b) Any financial statements required by Rule
				 590-4-4-.18(1), including a copy of the balance sheet for the last fiscal year, and if such
				balance sheet is as of a date more than forty-five (45) days from the date of
				filing of the application, an unaudited balance sheet prepared as set forth in
				Rule
				 590-4-4-.18(2);
(c) The fee required by O.C.G.A. Sec.
				 10-5-39(c) and ;
(d) Any other information the Commissioner
				may reasonably require.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.03 - Notice Filing Requirements for Federal Covered Investment Advisers

Current through Rules and Regulations filed through June 27, 2024
(1)
Notice Filing
. The notice filing for a federal covered
				investment adviser pursuant to O.C.G.A. Sec.
				 10-5-34(c) 
				 shall be filed electronically with IARD on an executed Form ADV (Uniform
				Application for Investment Adviser Registration). A notice filing of a federal
				covered investment adviser shall be deemed filed when the fee required by
				O.C.G.A. Sec.
				 10-5-39(e) and  the Form ADV are filed electronically
				with and accepted by IARD on behalf of the state.
(2)
Form ADV Part 2
.
				The Commissioner may:
(a) Accept a copy of
				Part 2 of Form ADV as filed electronically with IARD; or
(b) Deem Part 2 of Form ADV filed if a
				federal covered investment adviser provides, within 5 days of a request, Part 2
				of Form ADV to the Commissioner. Because the Commissioner deems Part 2 of Form
				ADV to be filed, a federal covered investment adviser is not required to submit
				Part 2 of Form ADV to the Commissioner unless requested.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.04 - Investment Advisers Switching to or from SEC Registration

Current through Rules and Regulations filed through June 27, 2024
(1)
Investment Advisers Switching to SEC Registration
. If
				an investment adviser is registered with the Commissioner and subsequently
				applies for registration with the SEC, then no later than 10 days after
				becoming effective with the SEC, the investment adviser shall file its Form
				ADV-W (Notice of Withdrawal from Registration as Investment Adviser) and notice
				file as a federal covered investment adviser pursuant to O.C.G.A. Sec.
				 10-5-34(c) 
				 with the Commissioner through IARD.
(2)
Federal Covered Investment
				Advisers Switching from SEC Registration
. If a federal covered
				investment adviser registered with the SEC loses its eligibility to be
				registered with the SEC, then no later than 10 days after filing its Form ADV-W
				through IARD, the federal covered investment adviser must terminate its state
				notice filing with the Commissioner and file its Form ADV with the Commissioner
				to register as an investment adviser, unless otherwise exempt from registration
				with the Commissioner.
O.C.G.A. Secs.
				  10-5-10,   10-5-12,   10-5-35.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.05 - Application for Investment Adviser Representatives

Current through Rules and Regulations filed through June 27, 2024
(1)
Initial
				Application
. The application for initial registration as an
				investment adviser representative pursuant to O.C.G.A. Sec.
				 10-5-33 shall be made by completing Form U4 (Uniform Application for Securities
				Industry Registration or Transfer) in accordance with the form instructions and
				by filing the Form U4 electronically on CRD. The application for initial
				registration shall also include the following:
(a) Proof of compliance by the investment
				adviser representative with the examination requirements of Rule
				 590-4-4-.09;
(b) The fee required by O.C.G.A. Sec.
				 10-5-39(d).
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.06 - Multiple Registrations

Current through Rules and Regulations filed through June 27, 2024
(1) An individual may apply to be registered
				as an investment adviser representative for more than one investment adviser or
				federal covered investment adviser by the filing of a separate U-4 application
				through CRD by each investment adviser or federal covered investment adviser
				and the payment of separate application fees as required through CRD. The
				Commissioner may deny the multiple registration applications if he or she
				determines that it is not in the best interests of the public. By having the
				multiple registration applications submitted on his or her behalf, the
				investment adviser representative affirmatively represents that he or she will
				make all disclosures to his or her clients and the effected investment adviser
				or federal covered investment adviser regarding potential or actual conflicts
				of interests.
(2) Each investment
				adviser or federal covered investment adviser that employs a multiple
				registered investment adviser representative shall comply with the requirements
				of CRD and IARD regarding the multiple registrations of investment adviser
				representatives.
(3) Nothing in
				this Rule shall relieve the investment adviser or federal covered investment
				adviser for whom an investment adviser representative is actually acting of the
				responsibilities imposed by the Act for the transactions of each investment
				adviser representative.
O.C.G.A. Sec.
				  10-5-35.
Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-4 - INVESTMENT ADVISERS AND REPRESENTATIVES › Rule 590-4-4-.07 - Incomplete and Abandoned Applications

Current through Rules and Regulations filed through June 27, 2024
(1) Any application for registration as an
				investment adviser or investment adviser representative is deficient if any of
				the following conditions exist:
(a) The
				application is not in proper form; or
(b) The application is not in compliance with
				Code Section
				 10-5-35 or  any other provision of the Act or the Rules.