reglab/statecodes huggingface dataset:
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-117 - Requirement for Registration of a Debt Offering; Definitions

Current through Register Vol. 30, No. 28, July 12, 2024
A. As a condition
				of registration of debt securities under A.R.S. Title 44, Chapter 12, Article
				7, except pursuant to §
									44-1901,
				an issuer must demonstrate its ability to service its debt obligations as they
				become due, including the obligations under the debt securities to be
				offered.
B. An offering of
				investment grade debt securities that have been rated BBB or higher by Standard
				& Poor's or Fitch Investors Service, Inc., or Baa or higher by Moody's
				Investors Service will be considered to have complied with the requirements of
				this Section.
C. For purposes of
				this Section, the following definitions shall apply.
1. "Fixed charges" means the sum of interest
				expensed and capitalized; amortized premiums, discounts, and capitalized
				expenses related to indebtedness; an estimate of the interest within rental
				expense; and preference security dividend requirements of consolidated
				subsidiaries.
2. "Earnings" is the
				amount resulting from subtracting the sum of the items in subsection (C)(2)(b)
				from the sum of the items in subsection (C)(2)(a).
a. Pretax income from continuing operations
				before adjustment for minority interests in consolidated subsidiaries or income
				or loss from equity investees, fixed charges; amortization of capitalized
				interest, distributed income of equity investees, and the issuer's share of
				pretax losses of equity investees for which charges arising from guarantees are
				included in fixed charges.
b.
				Interest capitalized, preference security dividend requirements of consolidated
				subsidiaries, and the minority interest in pretax income of subsidiaries that
				have not incurred fixed charges.
3. "Equity investees" means investments for
				which the issuer accounts by using the equity method of accounting.
4. "Pro forma ratio" means a ratio that
				reflects the application of proceeds from the proposed offering to repay any
				outstanding debt or to retire other securities.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-118 - Statements Required in Prospectus

Current through Register Vol. 30, No. 28, July 12, 2024
A. This Section applies to securities subject
				to A.R.S. Title 44, Chapter 12, Articles 6 and 7.
B. The outside front cover page of every
				prospectus shall include, in a concise and conspicuous manner, a disclosure
				that neither the Securities and Exchange Commission nor any state securities
				commission has approved or disapproved of the securities or determined if the
				prospectus is truthful or complete, and that any representation to the contrary
				is a criminal offense.
C. If any of
				the following apply to an issuer, the outside front cover page of the
				prospectus also shall include, in a concise and conspicuous manner, a
				disclosure regarding the speculative or high-risk nature of the securities:
1. The issuer has not been in the business
				described in the prospectus for at least three years.
2. The issuer has not had net income in any
				of its last three fiscal years.
3.
				The value of the security offered is materially dependent on the fulfillment or
				accomplishment of a future condition, promotion, or development instead of the
				issuer's present tangible assets or conditions.
4. A significant portion of the issuer's
				assets are intangible assets that have not been assigned a value in an audited
				financial statement according to generally accepted accounting
				principles.
5. The issuer intends
				to exchange a significant portion of the securities for intangible assets at a
				per-unit price that is substantially lower than the per-unit price offered in
				the prospectus.
6. The securities
				are issued as part of any project or plan for the sale, development, or
				exploration of any interest in unimproved or undeveloped land or oil, gas, or
				other mineral right.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-119 - Additional Registration Requirements for Preferred Stock

Current through Register Vol. 30, No. 28, July 12, 2024
A. This Section applies to a person proposing
				to register preferred stock under A.R.S. Title 44, Chapter 12, Article 7. This
				Section shall not apply to the registration of securities under A.R.S. §
									44-1901.
B. As used in this Section, the terms
				"promoter" and "unaffiliated institutional investor" shall have the same
				meaning indicated in Section
				R14-4-105.
				As used in this Section, the following terms have the meaning indicated.
1. "Adjusted net earnings" means, after
				subtracting interest and dividends charges, the issuer's net earnings adjusted
				on a pro forma basis to reflect all of the following:
a. The elimination of any required charges
				for debt, debt securities, or preferred stock that are to be redeemed or
				retired from the proceeds derived from the public offering of preferred
				stock.
b. The effect of any
				acquisitions or capital expenditures made by the issuer after its last fiscal
				year, or proposed or required to be made during the current fiscal year that
				materially affect the issuer's net earnings.
c. The effect of charges or dividends on
				debt, debt securities, or preferred stock issued after the issuer's last fiscal
				year.
d. The effect of any charges
				or dividends on debt, debt securities, or preferred stock issued during the
				issuer's last fiscal year, but outstanding for only a portion of the year. The
				effect of the charges or dividends shall be treated as if the debt, debt
				securities, or preferred stock had been outstanding for the entire last fiscal
				year.
e. The effect of any other
				material changes to an issuer's future net earnings.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-120 - Financial Statements

Current through Register Vol. 30, No. 28, July 12, 2024
A.
				Qualification of accountants
1. The
				Commission will not recognize any person as a certified public accountant who
				is not duly registered and in good standing as such under the laws of the place
				of his residency or principal office.
2. The Commission will not recognize any
				person as a public accountant who is not in good standing and entitled to
				practice as such under the laws of the place of his residency or principal
				office.
3. The Commission will not
				recognize any certified public accountant or public accountant as independent
				who is not in fact independent. An accountant will not be considered
				independent with respect to any person or any affiliate thereof in whom he has
				any financial interest direct or indirect or with whom he is or was during the
				period of the report connected as a promoter, underwriter, voting trustee,
				attorney, director, officer, or employee.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-121 - Limitation on Activities of Securities Salesmen; Definitions

Current through Register Vol. 30, No. 28, July 12, 2024
A. As used in this
				Section, the following terms have the meaning indicated:
1. "Affiliate" means a person that directly
				or indirectly through one or more intermediaries controls, is controlled by, or
				is under common control with the person specified.
2. "Registered salesman" means an individual
				registered to sell securities pursuant to A.R.S. Title 44, Chapter 12, Article
				9.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-122 - Fingerprinting of Salesmen

Current through Register Vol. 30, No. 28, July 12, 2024
A. Prior
				to the registration or renewal of registration of a salesman, pursuant to the
				provisions of the Securities Act, the Commission may require the applicant to
				be fingerprinted, at a time and place specified by the Commission, in order for
				the Commission to specifically check into the background of the
				applicant.
B. Persons registered
				pursuant to the Arizona Securities Act continuously for the past five
				consecutive years preceding July 1, 1965 shall be exempt from this
				rule.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-123 - Financial Information Required by Applicants for Exemptions

Current through Register Vol. 30, No. 28, July 12, 2024
To a petition filed pursuant to A.R.S. §
									44-1846,
				  or as part of a Notice of Intention to Sell Securities pursuant to rule
				  R14-4-101
				  or Rule
				  R14-4-102,
				  there shall be attached as an exhibit financial statements consisting of a
				  balance sheet as of a date within 90 days of the petition and statements of
				  operations, stockholders' equity and retained earnings, and changes in
				  financial position for each of the preceding three years or for such lesser
				  period as the issuer has been engaged in business. Such financial statements
				  shall be prepared in accordance with generally accepted accounting principles
				  and shall be:
1. Verified under oath,
				upon information and belief, by an officer, a general partner, a joint
				venturer, a trustee, or the sole proprietor of the issuer, whichever is
				appropriate depending upon its form of organization, by a statement which shall
				include the statements that:
a. The
				accompanying financial statements present fairly the issuer's financial
				position on the dates indicated and the results of the issuer's operations and
				changes in financial position for the periods indicated; and that
b. Such person has no knowledge of any
				material fact which would adversely affect the financial condition, results of
				operations and changes in financial position of such issuer as disclosed in
				such financial statements; or
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-124 - Net Worth Requirements for Registration by Description of Commodity Investment Contracts or Commodity Option Contracts

Current through Register Vol. 30, No. 28, July 12, 2024
A. An applicant for registration by
				description of commodity investment contracts or commodity option contracts
				pursuant to A.R.S. §
									44-1871,
				shall file a financial statement, prepared within 90 days of the date of
				application, which indicates to the satisfaction of the Arizona Corporation
				Commission a net worth of not less than $75,000.00. Any money, property or
				other thing of value utilized by the applicant in order to comply with the
				bonding requirements of A.R.S. §
									44-1943,
				relating to registration as a Dealer in securities, shall be excluded from the
				computation of net worth.
B. The
				net worth requirements prescribed herein shall be maintained throughout the
				period of registration by description and shall be considered a condition
				thereof.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-125 - Commodities Exchanges Recognized for Purposes of A.R.S. Section 44-1844(A)(13)

Current through Register Vol. 30, No. 28, July 12, 2024
Commodities exchanges recognized by the Arizona Corporation
				  Commission for purposes of the exemption prescribed by A.R.S. §
									44-1844(A)(13),
				  are as follows:
1. Domestic
a. Coffee, Sugar and Cocoa Exchange
4 World Trade Center
New York, NY 10048
b. Commodity Exchange Inc. CMX
4 World Trade Center
New York, NY 10048
c. New York Mercantile Exchange
4 World Trade Center
New York, NY 10048
d. Chicago Mercantile Exchange &
				International Money Market
444 West Jackson Blvd.
Chicago, IL 60606
e. Chicago Board of Trade
141 W. Jackson Blvd.
Chicago, IL 60604
f. MidAmerica Commodity Exchange
175 West Jackson Blvd.
Chicago, IL 60604
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-126 - Limited Offerings; Definitions

Current through Register Vol. 30, No. 28, July 12, 2024
A. The following Section relates to
				transactions exempted from the registration requirements of A.R.S. §§
									44-1841
				and
				44-1842.
1. Attempted compliance with any part of this
				Section does not act as an exclusive election. This Section is not available to
				any issuer for any transaction or chain of transactions that, although in
				technical compliance with the Section, is part of a plan or scheme to evade the
				registration provisions of the Securities Act of Arizona (the "Securities
				Act"). The Section may be used for business combinations that involve sales by
				virtue of Rule 145(a) under the Securities Act of 1933 or otherwise.
2. Securities may be offered and sold outside
				the United States in accordance with Regulation S under the Securities Act of
				1933 and pursuant to an applicable registration or exemption under the
				Securities Act even if coincident offers and sales are made inside the United
				States in accordance with Regulation D and this Section. Thus, for example,
				persons who are offered and sold securities from Arizona in accordance with
				Regulation S would not be counted in the calculation of the number of
				purchasers under this Section if the securities are registered or otherwise
				exempt under the Securities Act (such as exempt under A.R.S. §
										44-1844(A)(19)
				). Similarly, proceeds from such sales would not be included in the aggregate
				offering price. These provisions, however, do not apply if the issuer elects to
				rely solely on Regulation D and this Section for offers or sales to persons
				made outside the United States.
3.
				Incorporation by reference. The following statutes, rules, and regulations are
				incorporated herein by reference and on file with the office of the Secretary
				of State. The incorporated material contains no later editions or amendments.
a. Under the Securities Act of 1933: Section
				2(13),
				15 U.S.C.
				77 b(a)(13) (Supp. II 1996) ("Section 2(13)
				of the Securities Act of 1933"); Section 3(a)(2),
				15 U.S.C.
				77 c(a)(2) (1994) ("Section 3(a)(2) of the
				Securities Act of 1933"), and Section 3(a)(5)(A),
				15 U.S.C.
				77 c(a)(5)(A) (1994) ("Section 3(a)(5)(A) of
				the Securities Act of 1933").
b.
				Section 2(a)(48) of the Investment Company Act of 1940, 15 U.S.C. 80a -
				2(a)(48)
				(1994 & Supp. II 1996) ("Section 2(a)(48) of the Investment Company Act of
				1940").
c. Section 202(a)(22) of
				the Investment Advisers Act of 1940, 15 U.S.C. 80b -
				2(a)(22)
				(1994) ("Section 202(a)(22) of the Investment
				Advisers Act of 1940").
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-127 - Guidelines for Securities Filings Under A.R.S. Section 44-1846

Current through Register Vol. 30, No. 28, July 12, 2024
A. Petition for
				exemption. The issuer shall file a petition for exemption from registration
				under A.R.S. §
									44-1846,
				which shall contain specific facts demonstrating why registration is not
				essential to the public interest or the protection of the investors. The
				petition shall indicate and explain in detail which one or more of the
				following reasons are relied upon for the exemption.
1. The special characteristics of the
				securities or transactions.
2. The
				limited character and duration of the offering.
3. The special characteristics or limited
				number of offerees or investors.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-128 - Unsolicited Transactions

Current through Register Vol. 30, No. 28, July 12, 2024
A non-issuer transaction effected by or through a dealer
				  registered under the provisions of Article 9 of the Securities Act pursuant to
				  an unsolicited order or offer to buy shall be added to the class of
				  transactions exempted by A.R.S. § 44-1844.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-129 - Registration Procedures for Dealers and Salesmen

Current through Register Vol. 30, No. 28, July 12, 2024
A. Application for registration as a dealer
				or salesman may be made by means of the National Association of Securities
				Dealers/North American Securities Administrators Association Central
				Registration Depository System (CRD System) by applicants entitled to use such
				system.
B. A filing of Form BD or
				Form U-4 with the CRD System does not constitute an automatic registration in
				this state. Dealers or salesmen should not consider themselves registered until
				a notice of effective registration has been issued by the Commission.
C. The filing of documents and information
				with the CRD System is equivalent to filing with the Commission.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-131 - Supervision of Salesmen

Current through Register Vol. 30, No. 28, July 12, 2024
For purposes of A.R.S. §§
									44-1961(A)(12)
				   and
				  44-1962(A)(11),
				  no person shall be deemed to have failed to reasonably supervise any other
				  person if:
1. There have been
				established and maintained written procedures, and a system for applying such
				procedures, which would reasonably be expected to prevent and detect, insofar
				as practicable, any such violation by such other person of the Arizona
				Securities Act, or of any rule or regulation adopted thereunder; and
2. Such person has reasonably discharged the
				duties and obligations incumbent upon that person by reason of such procedures
				and system without reasonable cause to believe that such procedures and system
				were not being complied with.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-132 - Books and Records of Dealers

Current through Register Vol. 30, No. 28, July 12, 2024
A.
				Unless otherwise provided by order of the Commission, each registered dealer
				shall make, maintain, and preserve books and records in compliance with U.S.
				Securities and Exchange Commission rules 17a-3 ( 17 CFR 240.17 a- 3(2002) ) and
				17a-4 ( 17 CFR 240.17 a- 4(2002) ) as amended in Release No. 34-44992, 66 Fed.
				Reg. 55817 (2001); 15g ( 17 CFR 240.15g(2002) ); and 15c2-11 ( 17 CFR 240.15c2
				- 11(2002) ), all of which are incorporated by reference. Copies of the
				materials are available from the Superintendent of Documents, Government
				Printing Office, Washington, D.C. 20402, from the Commission, and are on file
				with the Office of the Secretary of State.
B. To the extent that the U.S. Securities and
				Exchange Commission promulgates changes to the above-referenced rules, dealers
				in compliance with such rules as amended shall not be subject to enforcement
				action by the Commission for violation of this rule to the extent that the
				violation results solely from the dealer's compliance with the amended
				rule.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-133 - Definition of Partners and Executive Officers

Current through Register Vol. 30, No. 28, July 12, 2024
For purposes of the definition of "salesman" contained in
				  A.R.S. §
									44-1801,
				  the following definitions shall apply:
1. "Partner" means a general partner or any
				other partner with the equivalent rights, liabilities, and obligations of a
				general partner.
2. "Executive
				officer" means the president, any vice president in charge of a principal
				business unit or division, the secretary, the treasurer, the chief executive
				officer, the chief financial officer, the chief operating officer, or an
				officer who performs a principal policy-making function for a principal
				business unit or division.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-134 - Guidelines for Securities Filings Under A.R.S. Section 44-1902

Current through Register Vol. 30, No. 28, July 12, 2024
A. Uniform Limited
				Offering Registration ("ULOR"). An issuer may register securities by
				qualification under A.R.S. §
									44-1902
				in an aggregate amount not exceeding $5 million in any 12-month period as
				provided in this Section.
B. Form
				U-7 and the Issuer's Manual. Any reference in this Section to Form U-7 means
				the Small Company Offering Registration Form as adopted by the North American
				Securities Administrators Association, Inc. Any reference to the Issuer's
				Manual means the Small Company Offering Registration Issuer's Manual, which
				contains the requirements and general instructions for use of the Form U-7, as
				adopted by the North American Securities Administrators Association, Inc.
				Copies of Form U-7 and the Issuer's Manual are available from the Commission
				and from the North American Securities Administrators Association,
				Inc.
C. Qualification. To be
				eligible for registration under A.R.S. §
									44-1902,
				the issuer shall comply with the following conditions:
1. The offering shall not be a blind pool
				offering as defined in A.R.S. §
										44-1801.
2. The issuer shall not be an investment
				company subject to the Investment Company Act of 1940.
3. The issuer shall not be subject to the
				reporting requirements of Section 13 or Section 15(d) of the Securities
				Exchange Act of 1934.
4. The issuer
				and offering must meet the qualifications for use set forth in the Issuer's
				Manual.
5. If the offering includes
				debt securities, the application for registration shall include information
				that demonstrates the ability of the issuer to service its debt.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-135 - Exempt Securities - Multijurisdictional Disclosure System

Current through Register Vol. 30, No. 28, July 12, 2024
An offering of securities within this state which has been
				  declared effective with the U.S. Securities and Exchange Commission (the "SEC")
				  on Form F-7, F-8, F-9, or F-10 shall be added to the class of securities exempt
				  under A.R.S. §
									44-1843,
				  provided that before an offer is made in Arizona:
1. A prospectus or an offering circular, the
				standards of form or content which are prescribed by any provision of the
				Securities Act of 1933, or rules and regulations promulgated thereunder, and
				Form F-7, F-8, F-9, or F-10, whichever is applicable, shall be filed with the
				Commission; and
2. A nonrefundable
				exemption fee as provided in A.R.S. §
									44-1861(G)
				 shall be paid to the Commission.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-136 - Exempt Offerings Pursuant to Compensatory Arrangements

Current through Register Vol. 30, No. 28, July 12, 2024
A. Offers and sales
				of securities that satisfy the requirements and provisions of rule 701
				promulgated under the Securities Act of 1933,
				17
				CFR 230.701(1999), ("rule
				701") and this Section shall be added to the class of transactions exempt under
				the provisions of A.R.S. §
									44-1844.
				Rule 701 is incorporated by reference and on file with the Office of the
				Secretary of State. The incorporated material contains no later editions or
				amendments. Copies of rule 701 are available from the Commission and from the
				Superintendent of Document, Government Printing Office, Washington, D.C.
				20402.
B. Except as provided in
				subsection (C), an exemption pursuant to this Section is not available for the
				securities of an issuer if the issuer or any of its predecessors, affiliates,
				directors, officers, general partners, or beneficial owners of 10% or more of
				any class of its equity securities:
1. Has
				been convicted of a misdemeanor or felony involving racketeering or a
				transaction in securities or of which fraud is an essential element.
2. Has been convicted within the 10 years
				before any issuance of securities under this Section, or at any time
				thereafter, of a misdemeanor involving racketeering or a transaction in
				securities or of which fraud or dishonesty is an essential element.
3. Is subject to an order, judgment, or
				decree of a court of competent jurisdiction entered within 10 years of the date
				of any issuance of securities under this Section enjoining or restraining it
				from engaging in or continuing any conduct or practice in connection with the
				sale or purchase of securities or involving fraud, deceit, racketeering, or
				consumer protection laws.
4. Has
				been subject to any state or federal administrative order or judgment in
				connection with the purchase or sale of securities entered within five years
				before any issuance of securities under this Section or at any time
				thereafter.
5. Is subject to an
				order of an administrative tribunal, self-regulatory organization, or the
				Securities and Exchange Commission denying, suspending, or revoking membership
				or registration as a broker or dealer in securities or as an investment adviser
				or investment adviser representative for a period of six months or
				more.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-137 - Exempt Transactions - Securities Issued Pursuant to Court or Governmental Order

Current through Register Vol. 30, No. 28, July 12, 2024
A. An issuance
				of securities in exchange for bona fide claims or property interests within or
				from this state which is made pursuant to a final judgment or order, in either
				event no longer subject to appeal, of a federal or state court of competent
				jurisdiction or other governmental authority expressly authorized by law, and
				where the terms and conditions of such issuance are approved, shall be added to
				the class of transactions exempt under A.R.S. §
									44-1844.
				An offering made pursuant to this exemption cannot be combined with an offering
				made pursuant to A.R.S. §§
									44-1843,
				44-1843.01,
				and
				44-1844.
B. To qualify for exemption under this rule,
				the following conditions must be satisfied:
1. The issuer shall file with the Commission
				one copy of a notice of the hearing upon the fairness of the terms of the
				issuance, no less than 10 calendar days prior to the hearing.
2. The hearing must be held after reasonable
				notice and opportunity to be heard is given to all interested
				parties.
3. At the conclusion of
				the hearing, the court or other governmental authority must expressly find that
				the terms of the exchange are fair.
4. The issuer shall file with the Commission
				one copy of the final signed order of the court or other governmental authority
				within 10 calendar days of the issuance of such order.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-139 - Exempt Public Offerings for Qualified Purchasers; Definitions

Current through Register Vol. 30, No. 28, July 12, 2024
A. As used in this
				Section, the following terms have the meaning indicated:
1. "Qualified purchaser" means:
a. An "accredited investor" as defined in
				R14-4-126(B).
b. A corporation,
				partnership, or other entity whose equity owners each individually meets the
				requirements of subsections (A)(1)(a), (c), or (d).
c. With respect to the offer and sale of one
				class of voting common stock of an issuer or of preferred stock of an issuer
				entitling the holder to at least the same voting rights as the issuer's one
				class of voting common stock, provided that the issuer has only one class of
				voting common stock outstanding upon consummation of the sale, a natural person
				who, either individually or jointly with the person's spouse, has a minimum net
				worth in excess of $250,000, excluding home, home furnishings, and automobiles,
				and had, during the immediately preceding tax year, gross income in excess of
				$100,000 and reasonably expects gross income in excess of $100,000 during the
				current tax year, or has a minimum net worth in excess of $500,000, excluding
				home, home furnishings, and automobiles. The amount of each natural person's
				investment shall not exceed 10% of the natural person's net worth, excluding
				home, home furnishings, and automobiles. Other assets included in the
				computation of net worth may be valued at fair market value.
d. Any other purchaser designated as
				qualified by rule of the Commission.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-140 - Accredited Investor Exemption

Current through Register Vol. 30, No. 28, July 12, 2024
A.
				As used in this Section, the following terms shall have the meaning indicated:
1. "Accredited investor" shall have the
				meaning provided in
				R14-4-126.
2. "Form D" shall mean Form D of Regulation D
				(
				17
				CFR 239.500 ) promulgated by the SEC under
				the Securities Act of 1933.
3.
				"Rule 504" shall mean Rule 504 of Regulation D (
				17
				CFR 230.504(1999) )
				promulgated by the SEC under the Securities Act of 1933, which is incorporated
				by reference and is on file with the office of the Secretary of State. The
				incorporated material contains no later editions or amendments. Copies of rule
				504 are available from the Commission and from the Superintendent of Documents,
				Government Printing Office, Washington, D.C. 20402.
4. "Securities Act" shall mean the Arizona
				Securities Act, A.R.S. §§
										44-1801
				through
				44-2126.
5. "SEC" shall mean the United States
				Securities and Exchange Commission.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-141 - Solicitation of Interest Prior to the Filing of the Registration Statement

Current through Register Vol. 30, No. 28, July 12, 2024
A. The following
				definitions shall apply to this Section:
1.
				"Securities Act" means the Securities Act of Arizona, A.R.S. §
										44-1801
				et seq.
2. "SEC" means the United
				States Securities and Exchange Commission.
3. "Solicitation of Interest Form" means the
				document used to solicit indications of interest in a security, which must
				contain, in all material respects, the information set forth in subsection
				(J).
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-142 - Securities Offerings on the Internet

Current through Register Vol. 30, No. 28, July 12, 2024
A. Scope of Section. This Section applies to
				any offer for sale of securities placed on the Internet, except for those
				offers for sale from Arizona. As used in this Section, the term "Internet" is
				to be construed liberally to include all proprietary or common carrier
				electronic systems, or similar media.
B. An offer for sale of securities placed on
				the Internet by, or on behalf of, an issuer, involving securities that will not
				be sold in Arizona pursuant to the Internet offer, shall be exempt from the
				provisions of A.R.S. §§
									44-1841
				and
				44-3321,
				and the offeror of such securities shall be exempt from A.R.S. §
									44-1842,
				provided that:
1. The Internet offer for sale
				prominently and conspicuously indicates on the cover page of any offering
				document and on any subscription agreement document (a) that the securities are
				not being offered to persons in Arizona, or (b) in which specific states, other
				than Arizona, the securities are being offered;
2. The offer for sale is not otherwise
				specifically directed to any person in Arizona by, or on behalf of, the issuer;
				and
3. No sales of the issuer's
				securities are made in Arizona as a direct or indirect result of the Internet
				offer for sale.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-143 - General Dissemination of Information on the Internet

Current through Register Vol. 30, No. 28, July 12, 2024
A. Dealers and salesmen who use the Internet
				to distribute information on products and services directed generally to anyone
				having access to the Internet shall not be deemed to be selling, purchasing, or
				offering to sell or buy any securities in Arizona for purposes of Article 4 of
				the Securities Act of Arizona based solely on that activity if the following
				conditions are observed:
1. The Internet
				communication includes a clear and prominent statement that the dealer or
				salesman may only sell, purchase, or offer to sell or buy any securities in
				Arizona if first compliant with or exempt from registration
				requirements.
2. The dealer or
				salesman complies with the statement contained in the Internet communication
				under subsection (A)(1).
3. The
				Internet communication is subject to a mechanism, policy, or procedure
				reasonably designed to ensure that, prior to any sale, purchase, or offer to
				sell or buy in connection with prospective customers or clients in Arizona, the
				dealer or salesman is first compliant with or exempt from registration
				requirements.
4. The Internet
				communication does not involve either effecting or attempting to effect
				transactions in securities, the rendering of investment advice for
				compensation, or individualized solicitation or negotiations for the sale of
				investment advisory services in Arizona.
5. In the case of a salesman:
a. The affiliation with a dealer is
				prominently disclosed in the Internet communication.
b. The dealer with whom the salesman is
				associated first authorizes the Internet communication.
c. The dealer with whom the salesman is
				associated retains responsibility for reviewing and approving the content of
				any Internet communication.
d. In
				distributing information through the Internet, the salesman acts within the
				scope of the authority granted by the dealer.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-144 - Suitability Standards Pursuant to A.R.S. Section 44-1845

Current through Register Vol. 30, No. 28, July 12, 2024
A. Any issuer applying for registration under
				A.R.S. Title 44, Chapter 12, Article 7, and engaging in a transaction of a type
				specified in A.R.S. §
									44-1845(B)(1)
				 may apply for a special registration.
				Pursuant to A.R.S. §
									44-1845(C),
				the special registration will impose the suitability standards of subsections
				(B) or (C) on the transaction in lieu of the conditions and standards
				prescribed under A.R.S. §§
									44-1876,
				44-1877,
				44-1878,
				44-1921(1),
				(3), and (4), and the rules under those
				Sections, except when the sale of securities works or would tend to work a
				fraud or deceit upon the investors.
B. For all offerings listed on the Nasdaq
				SmallCapSM Market, the dealer, or the issuer if engaging in the sale of its
				securities, must have a reasonable belief that the potential investor satisfies
				any of the following conditions:
1. Minimum
				of $100,000, or $150,000 when combined with spouse, in gross income during the
				prior year and a reasonable expectation that the investor will have such income
				in the current year; or
2. Minimum
				net worth of $250,000, or $300,000 when combined with spouse, exclusive of
				home, home furnishings and automobiles, with the investment not exceeding 10%
				of the net worth of the investor, together with spouse, if
				applicable.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-145 - Exemption for Electronic Venture Capital Networks

Current through Register Vol. 30, No. 28, July 12, 2024
A. Definitions and terms. As used in this
				Section, the following terms shall have the meaning indicated:
1. "Accredited Investor" shall have the
				meaning provided in
				R14-4-126.
2. "Listed Company" shall mean a business
				that maintains a listing on the Network.
3. "Net Earnings" shall mean the after-tax
				earnings of a company or issuer that are derived from its normal operations,
				exclusive of extraordinary and nonrecurring items, determined according to
				generally accepted accounting principles.
4. "Network" shall mean a computer matching
				or listing service or system that facilitates the matching of businesses in
				need of capital to investors by enhancing the flow of information between
				businesses and investors.
5.
				"Affiliate" shall mean a person or entity that directly, or indirectly through
				one or more intermediaries, controls or is controlled by, or is under common
				control with, the person or entity specified.
6. "Operator" shall mean the person or entity
				that owns, operates, sponsors or conducts a Network and any employees. An
				Operator shall not include a dealer, an affiliate of a dealer, an investment
				adviser, or an affiliate of an investment adviser.
7. "Securities Act" shall mean the Securities
				Act of Arizona, A.R.S. §
										44-1801
				et seq.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-146 - Processing of Initial and Renewal Applications for the Registration or Exemption of Securities Offerings

Current through Register Vol. 30, No. 28, July 12, 2024
A. For purposes of this Section, the term
				"application" includes all documents, information and fees prescribed by the
				Commission for the registration or exemption of securities under A.R.S. Title
				44, Chapter 12, and any rules promulgated under those statutes.
B. Within 30 days after receipt of an initial
				or renewal application for the registration or exemption of securities, the
				Commission shall notify the applicant, in writing, that the application is
				complete or deficient. If the application is deficient, the notice shall
				specify all deficiencies. Unless otherwise notified by the Commission, an
				application will be deemed complete 30 days after receipt by the Commission of
				information in satisfaction of all deficiencies.
C. An applicant with a deficient application
				shall supply the information in satisfaction of the deficiencies within the
				time permitted by A.R.S. §
									44-1861(K).
				If the applicant fails to provide the information, the Commission may abandon
				the application under A.R.S. §
									44-1861(K).
				An applicant whose application has been abandoned may reapply by submitting a
				new application.
D. Within 60 days
				after receipt of a complete application, the Commission shall approve the
				application or initiate the denial process by filing a notice of an opportunity
				for a hearing under
				R14-4-306.
				When a notice of an opportunity for a hearing is filed:
1. If the applicant does not request a
				hearing, the Commission shall approve, deny or take other appropriate action
				regarding the application within 70 days after service of the notice.
2. If the applicant requests a hearing, the
				applicant shall do so within 10 days after receipt of the notice. The
				Commission shall approve, deny or take other appropriate action regarding the
				application within 210 days after the applicant's request is docketed with the
				Commission.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Table A - Arizona Corporation Commission Securities Division - Time-frames

Current through Register Vol. 30, No. 28, July 12, 2024
Security Offering
Statutory or Administrative Code
						  Reference
Administrative Completeness
						  Review (in days)
Substantive Review (in days)
Overall Time-frame (in days)
Nonexempt government securities
A.R.S. §
												44-1843.01
10
10
20
Exempt transactions - existing
						  stockholders and/or employees
A.A.C.
						  R14-4-101
5
5
10
Exempt transactions - restricted
						  public offerings
A.A.C.
						  R14-4-102
5
5
10
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-148 - Transactions Effected by Canadian Dealers and Salesmen

Current through Register Vol. 30, No. 28, July 12, 2024
A. A transaction effected by or through a
				Canadian dealer or its salesmen is added to the class of transactions exempt
				under A.R.S. §
									44-1844,
				provided the transaction is conducted in accordance with the terms of this
				Section.
B. The dealer must be
				domiciled in Canada, have no office or other physical presence in the United
				States, and not be an office or branch of a dealer domiciled in the United
				States.
C. The dealer and its
				salesmen may only effect transactions in securities with or for, or induce or
				attempt to induce the purchase or sale of any security by:
1. An individual from Canada who temporarily
				resides in or is temporarily present in this state and with whom the Canadian
				dealer had a bona fide dealer-client relationship before the individual entered
				the United States; or
2. An
				individual present in this state whose transactions are in a Canadian
				self-directed tax-advantaged retirement account of which the individual is the
				holder or contributor.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 1 - IN GENERAL RELATING TO THE ARIZONA SECURITIES ACT › Section R14-4-149 - Exemption from Registration for Offers Made in Connection with a Pending Application

Current through Register Vol. 30, No. 28, July 12, 2024
A. If all
				of the following apply, offers made in accordance with the requirements under
				U.S. Securities and Exchange Commission rule 134,
				17 CFR
				230.134(2006), rule 255,
				17 CFR
				230.255(2005), or rule 430,
				17 CFR
				230.430(2005), which are
				incorporated by reference and contain no later editions or amendments, shall be
				added to the class of transactions exempt under A.R.S. §
									44-1844.
1. The issuer has applied for registration of
				the securities to which the offers relate under the Securities Act of 1933, or
				the securities are exempt from registration under that act.
2. The issuer has filed with the Commission
				an application for registration of the securities to which the offers relate,
				or the issuer has filed a notice under A.R.S. §
										44-1843.01(B).
3. The issuer, or any of its predecessors,
				affiliates, directors, officers, general partners, or individuals holding a
				similar position of leadership, or beneficial owners of 10 percent or more of
				any class of its equity securities do not fall within any of the
				disqualification provisions of A.R.S. §
										44-1901(G)(1)
				through (6).
4. The issuer is not applying for
				registration under A.R.S. §
										44-1902.
5. The offering is not of a blind pool as
				defined in A.R.S. §
										44-1801(1).
6. The offering is not of speculative or high
				risk securities as defined by
				R14-4-118(C).
7. No part of the purchase price is received
				until the securities are registered in Arizona, or the exemption under A.R.S.
				§
										44-1843.01(B)
				 is effective.
8. An indication of interest in response to
				an offer made under this Section involves no obligation or commitment of any
				kind.
Arizona Administrative Code › Title 14 - PUBLIC SERVICE CORPORATIONS; CORPORATIONS AND ASSOCIATIONS; SECURITIES REGULATION › Chapter 4 - Corporation Commission - Securities › Article 2 - REPEALED

Current through Register Vol. 30, No. 28, July 12, 2024
Former Article 2,
				consisting of Sections R14-4-201 through R14-4-212, repealed effective May 16,
				1978.