California Code of Regulations › Title 10 - Investment › Chapter 3 - Commissioner of Financial Protection and Innovation › Subchapter 2 - Corporate Securities › Article 3 - Procedure for Qualification › Section 260.111 - Application for Qualification by Coordination

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
An applicant must comply with the requirements of
					 subdivisions (a) and (b) of Section
					 25111 of the Code when filing an
					 application for qualification by coordination. See also, Section
					 260.111.1 of these rules.
(a) In lieu of the form set forth in
				  subsection (b), the Uniform Application to Register Securities (Form U-1)
				  recommended by the Subcommittee on Uniform Forms of the Committee on State
				  Regulation of Securities of the American Bar Association's Section of
				  Corporation, Banking and Business Law will be accepted for an application for
				  qualification by coordination. If Form U-1 is utilized, it must be signed and
				  verified as provided in the form set forth in subsection (b) and it must
				  contain the information required by the form set forth in subsection
				  (b).
(b) An application for
				  qualification of the offer and sale of securities by coordination shall, in
				  addition to the facing page required by Section
				  260.110 of these rules, continue
				  in the following form:
8. Applicant hereby
				  undertakes to forward to the Commissioner of Corporations all future amendments
				  to the Registration Statement under the Securities Act of 1933 attached hereto
				  as Exhibit A, other than an amendment which merely delays the effective date of
				  the Registration Statement, promptly and in any event not later than the first
				  business day after the day they are forwarded to or filed with the Securities
				  and Exchange Commission, whichever first occurs.
9. A copy of the Registration Statement under
				  the Securities Act of 1933, either two copies of the prospectus or two
				  additional copies of the Registration Statement, a copy of the Underwriting
				  Agreement, copies of any pension, retirement or other deferred compensation
				  plan, contract or arrangement when securities to be issued pursuant to such
				  plan, contract or arrangement are the subject of the application, is attached
				  hereto as Exhibit A and incorporated herein by reference. Any of the exhibits
				  (other than exhibits incorporated by reference) to the Registration Statement
				  that are deemed necessary to evidence compliance with any of the Rules of the
				  Commissioner contained in Title 10 of the California Code of Regulations may be
				  required to be submitted.
10. The
				  Consent to Service of Process if required by Section
				  25165 of
				  the California Corporations Code is attached hereto as Exhibit B. A Customer
				  Authorization of Disclosure of Financial Records Form (Form No. QR 500.259) is
				  attached hereto as Exhibit C.
11.
				  If the applicant will employ agents (other than licensed broker-dealers) in
				  connection with the sale of securities in California, the applicant must comply
				  with Sections
				  260.141.30 and
				  260.141.31, Title 10, California
				  Code of Regulations, and furnish the following information.
a. The name and business address of each
				  person who will represent the applicant as an agent in this state.
b. The name and business address of the
				  officer or other official who will supervise such agents on behalf of the
				  applicant.
c. A statement that all
				  such agents employed in this state are employees of the applicant.
d. A statement of the compensation to be paid
				  to such agents. A statement of the compensation to be paid to such supervisory
				  personnel, other than their regular salaries if they are regular employees of
				  the applicant.
e. Describe any
				  order, judgment or decree of any governmental agency or administrator, or of
				  any court of competent jurisdiction revoking or suspending for cause any
				  license, permit or other authority of such agent or supervisory person or of
				  any corporation of which he is an officer or director, to engage in the
				  securities business or in the sale of a particular security or temporarily or
				  permanently restraining or enjoining any such person or any corporation of
				  which he is an officer or director from engaging in or continuing any conduct,
				  practice, or employment in connection with the purchase or sale of securities,
				  or convicting such person of any felony or misdemeanor involving a security or
				  any aspect of the securities business, or of theft or of any felony.
f. A surety bond complying with Section
				  260.216.15, Title 10, California
				  Code of Regulations.
12.
				  Pursuant to Section
				  25146 of
				  the California Corporations Code and Section
				  260.146 of Title 10 of the
				  California Code of Regulations, applicant hereby undertakes, as long as
				  required under the foregoing sections and subject to the exception therein
				  contained, to file with the Commissioner:
(a)
				  within 120 days after the end of each fiscal year a report of financial
				  condition and a related statement of income and expenses covering such fiscal
				  year; and
(b) within 90 days after
				  the first six months of each fiscal year, a like report and statement covering
				  such six months period.
(NOTE: The application must be signed and verified in the
					 following manner.) The applicant has duly caused this application to be signed
					 on its behalf by the undersigned, thereunto duly authorized.
______________________________
(Applicant)
By ____________________________
(Title)
I certify (or declare) under penalty of perjury under the
					 laws of the State of California that I have read this application and the
					 exhibits thereto and know the contents thereof, and that the statements therein
					 are true and correct.
Executed at __________(Place), on __________(Date),
					 20__________
______________________________
(Signature)