reglab/statecodes huggingface dataset:
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.030 - Books and records of broker-dealers

Current through May 31, 2024
(a) Unless
				  otherwise provided by order of the SEC, a broker-dealer registered or required
				  to be registered under AS 45.55 shall make the following books and records and
				  keep them true, accurate, and current:
(1)
				  copies of confirmations of transactions required by
				  17 C.F.R.
				  240.10b-10;
(2) all records required to be maintained by
				  17 C.F.R.
				  240.17a-3 and
				  17 C.F.R.
				  240.17a-4;
(3) all records required to be maintained by
				  any self-regulatory organization or exchange of which the broker-dealer is a
				  member; and
(4) all records
				  required to be maintained by  17 C.F.R. 240.15c2 - 11.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.031 - Confirmations (Repealed)

Current through May 31, 2024
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.042 - Books and records of agents of issuers

Current through May 31, 2024
An agent of an issuer registered or required to be
					 registered under
					 AS
					 45.55.030 shall make, maintain, and preserve
					 for a period of not less than three years records containing the following
					 information:
(1) copies of all
				  writings confirming the sale or purchase of securities;
(2) the date and amount of each cash receipt
				  or disbursement associated with a sale or purchase of securities;
(3) for each sale or purchase of securities,
				  the number of shares or units involved, the certificate numbers, and the date
				  each was delivered to or received from the investor.
Authority:
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.050 - Effectiveness and post-effective requirements

Current through May 31, 2024
(a) If any
				  information, exhibit, or schedule submitted or circumstance disclosed in an
				  application or notice under
				  3 AAC 08.011 or
				  3 AAC 08.014 undergoes a material change, either while
				  the application or notice is pending or while the registration obtained through
				  that application or the notice is effective,
(1) the applicant or person registered under
				  this chapter shall file with the administrator a corrective amendment within 30
				  days after the day the material change occurred or was discovered, whichever
				  day is later; and
(2) a federal
				  covered adviser shall file with the administrator a corrective amendment at the
				  latest of the following times:
(A) within 30
				  days after the day the material change occurred;
(B) within 30 days after the day the material
				  change was discovered;
(C) on or
				  before the date that a corresponding corrective amendment was filed with the
				  SEC.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.053 - Disclosures to clients

Current through May 31, 2024
(a) A state investment adviser registered or
				  required to be registered under AS 45.55 shall furnish clients and prospective
				  clients a written disclosure statement that complies with
				  17 C.F.R.
				  275.204-3.
(b) Upon or before completing each purchase
				  or sale of a security or completing a debit or credit for securities, cash, and
				  other items for account of others, an agent of an issuer registered or required
				  to be registered under AS 45.55 shall notify a customer in writing of the
(1) identity and price of the
				  security;
(2) account for which the
				  transaction was entered;
(3) date
				  of execution;
(4) name of the
				  person handling the transaction; and
(5) fact that the transaction was
				  unsolicited, if it was.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.055 - Advertising on the internet by issuers, broker-dealers, state investment advisers, broker-dealer agents, and investment adviser representatives

Current through May 31, 2024
(a) An
				  issuer, broker-dealer, state investment adviser, federal covered adviser,
				  agent, or investment adviser representative registered or required to be
				  registered under AS 45.55 who distributes, through communications made on the
				  internet, information on available products and services that are subject to AS
				  45.55 does not transact or conduct business in this state for purposes of
				  AS
				  45.55.030(a), (c), or (e),
				  regardless of whether those communications are directed generally to persons
				  having access to the internet, transmitted through postings on electronic
				  bulletin boards, or displayed on home pages, on websites, or by similar
				  methods, if
(1) the internet communication
				  contains a legend that clearly states that the issuer, broker-dealer, state
				  investment adviser, federal covered adviser, agent, or investment adviser
				  representative
(A) may transact business
				  subject to AS 45.55 in this state only upon registration or a notice filing as
				  required under AS 45.55, unless excluded or exempted from registration or
				  notice requirements; and
(B) may
				  not make a follow-up, individualized response to a person in this state that
				  involves effecting or attempting to effect a transaction in securities, or the
				  rendering of personalized investment advisory services for compensation, unless
				  the issuer, broker-dealer, state investment adviser, federal covered adviser,
				  agent, or investment adviser representative complies with the registration or
				  notice requirements of AS 45.55, or unless an applicable exemption or exclusion
				  from those requirements applies;
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.060 - Unethical practices for broker-dealers and sales agents (Repealed)

Current through May 31, 2024
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.061 - Fraudulent practices of broker-dealers and sales agents (Repealed)

Current through May 31, 2024
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.062 - Fraudulent practices of issuers and persons acting on an issuer's behalf

Current through May 31, 2024
The administrator will consider an issuer responsible under
					 AS
					 45.55.010 for the fraudulent actions of a
					 person acting on the issuer's behalf that violate
					 AS
					 45.55.025,
					 45.55.027, or
					 45.55.028, regardless of whether
					 the person acting on the issuer's behalf is registered or required to be
					 registered under
					 AS
					 45.55.030(a) or is excluded
					 from the definition of "agent" under
					 AS
					 45.55.990(5)(A).
Authority:
AS
						45.55.010
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.070 - Definitions relating to operational regulations of broker-dealers (Repealed)

Current through May 31, 2024
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 1 - Registration, Notice, and Regulation of Broker-Dealers, Agents, State Investment Advisers, and Federal Covered Advisers, and Investment Adviser Representatives › 3 AAC 08.075 - Failure to cooperate

Current through May 31, 2024
(a) A registered person shall cooperate in
				  any inquiry, investigation, or inspection conducted by, or on behalf of, the
				  administrator, for the purposes of determining whether a person has violated or
				  is about to violate a provision of AS 45.55 or this chapter or an order issued
				  under AS 45.55 or this chapter.
(b) A registered person's wilful failure to
				  cooperate, absent good cause or bona fide claim of privilege, may be determined
				  by the administrator a violation of AS 45.55 within the meaning of
				  AS
				  45.55.060 and therefore subject the
				  registered person to denial, suspension, or revocation of registration. The
				  administrator may determine failure to cooperate to include
(1) the failure to timely respond by way of
				  appearance or production of documents to a subpoena or order issued by the
				  administrator under
				  AS
				  45.55.910 or as may otherwise be provided by
				  law;
(2) the failure to answer any
				  question pertinent to an inquiry or request for information made under AS 45.55
				  or this chapter unless the response to said question is subject to a bona fide
				  claim of privilege;
(3) the
				  failure to grant the administrator access to the business premises of a
				  registered person or to the records and documents that the registered person is
				  required under AS 45.55 or this chapter to make available for inspection;
(4) the failure to attend any
				  scheduled proceeding at which the registered person's appearance is directed;
				  or
(5) aiding or abetting another
				  registered person's failure to cooperate.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.080 - Application to register securities

Current through May 31, 2024
(a) An application
				  to register securities for distribution in this state may be filed with the
				  administrator in substantially the form and content required by the appropriate
				  application form, together with the exhibits required for applications for
				  registration by notification, coordination, or qualification, as the case may
				  be. The uniform NASAA Form U-1, or its successor, filed with the SEC, will also
				  be accepted for offerings. Forms will be supplied upon request, at a nominal
				  cost.
(b) A copy of the proposed
				  prospectus may be filed as a part of the application for registration in lieu
				  of furnishing the information in item-and-answer form. If this procedure is
				  followed, the text of the items of the form must be omitted from the
				  registration statement, as well as from the prospectus.
(c) If any items of a form call for
				  information not required to be included in the prospectus, the text of those
				  items together with the answers to the items must be filed with the prospectus
				  under cover of the facing sheet as a part of the application for registration.
				  If any of those items is inapplicable, or the answer to any of those items is
				  in the negative, a statement to that effect must be made. Any financial
				  statements not required to be included in the prospectus but required for
				  registration must be filed as a part of the application for registration,
				  unless incorporated by reference.
(d) An application for registration must
				  include a table of contents or a cross-reference sheet showing the location in
				  the prospectus of the required information in response to the items of the
				  form. If any item is inapplicable, or the answer to the item is in the negative
				  and is omitted from the prospectus, a statement to that effect must be
				  made.
(e) A person filing an
				  application to register securities under AS 45.55 must at the time of filing
				  the application pay a fee as provided in
				  3 AAC 08.920(a) (5).
Authority:
AS
						45.55.070
AS 45.55.100
AS 45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.085 - Notice filings for offerings of investment company securities, face-amount certificate companies, and unit investment trusts

Current through May 31, 2024
(a) Except as
				  provided in (b) of this section, an investment company, face-amount certificate
				  company, or unit investment trust that is registered under
				  15 U.S.C.
				  80a-1 -
				  80a-64 (Investment Company Act of
				  1940) or that has currently filed a registration statement under
				  15 U.S.C.
				  77 a - 77bbbb (Securities Act of 1933) is not
				  required to file with the administrator, either before or after the initial
				  offer in this state of a federal covered security of the type described in
				  15 U.S.C.
				  77 r(b)(2) (sec. 18(b)(2) of the Securities
				  Act of 1933), a copy of any document that is part of a federal registration
				  statement filed with the SEC or is part of an amendment to that federal
				  registration statement.
(b) An
				  investment company, face-amount certificate company, or unit investment trust
				  that is registered under 15
				  U.S.C. 80a-1 - 80 a - 64 (Investment Company
				  Act of 1940) or that has filed a registration statement under
				  15 U.S.C.
				  77 a - 77bbbb (Securities Act of 1933) shall
				  file upon written request of the administrator, and within the time period set
				  forth in the request, a copy of any document, identified in the request, that
				  is part of the federal registration statement filed with the SEC or part of an
				  amendment to that federal registration statement.
(c) Before offering or selling a federal
				  covered security of the type described in
				  15 U.S.C.
				  77 r(b)(2) (sec. 18(b)(2) of the Securities
				  Act of 1933), the issuer shall file with the administrator, for each individual
				  fund for which notice is being made,
(1) a
				  NASAA Form NF, or its successor, or the first page of a NASAA Form U-1, or its
				  successor, or any other form as the administrator prescribes that is part of
				  the filing with the SEC or a uniform filing form;
(2) a consent to service of process, or NASAA
				  Form U-2; and
(3) the fee required
				  by 3 AAC 08.920(a) (4).
(4) evidence the filing is effective with the
				  SEC.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.086 - Notice filing requirement for federal crowdfunding offerings

Current through May 31, 2024
(a) An issuer that
				  offers and sells securities in this state in an offering exempt under
				  15 U.S.C.
				  77 r(b)(4) (sec. 18(b)(4) of the Securities
				  Act of 1933) and  17 C.F.R. Part 227  (Regulation Crowdfunding) and that has its
				  principal place of business in this state or sells 50 percent or greater of the
				  aggregate amount of the offering to residents of this state shall file with the
				  administrator
(1) a completed NASAA Uniform
				  Notice of Federal Crowclfunding Offering form; and
(2) the filing fee required by
				  3 AAC 08.920(a)(13).
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.090 - Application to register or notice securities on a continuing basis

Current through May 31, 2024
(a) An
				  application for registration of a security to be issued on a continuing or
				  recurring basis must be made by means of a separate application for each
				  individual security.
(b) A notice
				  filing for a face-amount certificate company, an open-end management company
				  issuing a redeemable security, or a unit investment trust issuing a redeemable
				  security must be made by a separate notice filing for each individual
				  fund.
Authority:
AS
						45.55.075
AS 45.55.080
AS 45.55.090
AS 45.55.100
AS 45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.100 - Application to register mining securities

Current through May 31, 2024
(a) For the
				  registration of mining securities, an applicant shall give the location and
				  means of access to the mining properties now held or intended to be acquired
				  and the nature of the title under which those properties are held or intended
				  to be held. The applicant shall indicate any known risks to which that title
				  may be subject, and include
(1) a survey
				  certificate, or a photostatic copy of that certificate, prepared and signed by
				  a qualified mining engineer or registered land surveyor showing the location of
				  unpatented claims, with at least transit stadia accuracy;
(2) a report of a qualified mining engineer
				  or professional geologist setting forth at least the following:
(A) a description of each property, including
				  its geographical features, mineralization, occurrence and disposition of ore or
				  mineral bodies, and other conditions of which an investor should reasonably be
				  informed;
(B) the identification of
				  principal metallic or other constituents of the deposits to be explored or
				  developed; the report must describe the characteristics of those deposits;
				  unless a body of ore has been sufficiently tested to be properly classified as
				  proven or probable ore, the report
(i) may not
				  make a claim as to the existence of a body of ore; and
(ii) must state that a body of commercial ore
				  is not known to exist on the property;
(C) the names of the locators of each
				  unpatented claim, with a statement that each claim has been properly located in
				  accordance with applicable laws and regulations, that surface boundaries have
				  been properly marked, that all monuments or markers are in place, that location
				  notices have been recorded in the recorder's office of the district court in
				  which the claims are situated, and that all assessment work as required by law
				  has been done;
(D) a surface map of
				  the properties included in the report showing their relative location to the
				  general area and the means of access to those properties;
(3) a title opinion of an attorney relating
				  to each claim or group;
(4) a copy
				  of the deed and any lease, option, contract to purchase, or assignment relative
				  to those claims, with a statement signed by lessor or vendor that the
				  instrument is presently in good standing and that no forfeiture or default has
				  occurred;
(5) a copy of any
				  contract for engineering services, core drilling, development work, and similar
				  services; and
(6) a report of the
				  technical training and experience in mining of each of the officers, directors
				  and promoters of the person for whom the application is made.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.110 - Application to register oil and gas securities

Current through May 31, 2024
An application to register an interest or participation in
					 an oil or gas lease must contain the following:
(1) a description of the properties involved
				  and copies of all conveyances, assignments, leases, subleases, or other
				  agreements relating to those properties together with an opinion of counsel or
				  title policy indicating that applicant has title to those properties;
(2) a statement of the area of interest to
				  the applicant, a description of the plan of exploration including, if
				  available, anticipated drilling depth, each horizon in which hydrocarbon
				  substances are expected and the nature of those hydrocarbons, the estimated
				  costs of drilling and completing each well proposed to be drilled, and the
				  availability of a market for hydrocarbons discovered;
(3) in the case of drilling programs other
				  than programs for wildcat drilling, a geological report and appraisal, that are
				  prepared by a registered engineer or a professional geologist, and that
				  indicate the proposed method of development and production, a statement of the
				  method used in preparing that report, together with supporting geological and
				  engineering data, a table setting forth the estimated future production and the
				  present value of that production, together with a statement of each factor used
				  in making that estimate, and an estimate of expenses to be incurred in
				  connection with development and production of minerals as proposed in that
				  geological report;
(4) a statement
				  in tabular form, for all productive properties, of
(A) net production of oil and gas to the
				  issuer's interest from each of the properties by years for the past four years
				  before the latest year, and by months for the latest year; and
(B) the number of net producing wells owned
				  by the issuer that contributed to the production during each of the time
				  periods specified in (A) of this paragraph.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.120 - Prospectus

Current through May 31, 2024
(a) An issuer applying to register a sale of
				  securities shall prepare a prospectus disclosing all material facts affecting
				  the sale of the securities. The prospectus must be designated as an exhibit to
				  and is a part of the application for registration. A prospectus meeting the
				  requirements of 15 U.S.C.
				  77 a - 77bbbb (Securities Act of 1933)
				  satisfies the requirements of this subsection.
(b) A person who knowingly uses a prospectus
				  that contains a false or misleading statement, or omits a material fact
				  necessary for an accurate and complete presentation of matters affecting the
				  securities being offered violates AS 45.55.
(c) A copy of the prospectus must be
				  delivered to each prospective purchaser of securities before consummation of
				  any sale or contract for sale.
(d)
				  An issuer shall file an amended prospectus
(1) at the end of each 13-month period from
				  the effectiveness of the registration, for a registration by notification or
				  qualification;
(2) at the end of
				  each 16-month period from the effectiveness of the registration, for a
				  registration by coordination; and
(3) in the event of any material change
				  relating to the issuer or the offering.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.125 - Unsound financial condition

Current through May 31, 2024
(a) The
				  administrator will consider an issuer to be in unsound financial condition if
(1) the issuer's financial statements contain
				  a footnote to those statements or an explanatory paragraph in the independent
				  auditor's report regarding the issuer's ability to continue as a going concern;
				  and
(2) one or more of the
				  following is identified from the financial statements described in (1) of this
				  subsection or, if the application for registration contains audited financial
				  statements that were issued more than 90 days before the date of the
				  application, from accompanying interim unaudited financial statements:
(A) an accumulated deficit;
(B) negative shareholder equity;
(C) an inability to satisfy current
				  obligations as they come due;
(D)
				  negative cash flow; for purposes of this subparagraph, an issuer has negative
				  cash flow if revenues are not being generated by operations in excess of cash
				  outflow;
(E) other indicators of
				  financial difficulties.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.135 - Disclosure of use of proceeds

Current through May 31, 2024
(a) The
				  administrator will, in the administrator's discretion, deny registration unless
				  it complies with the requirements of this section.
(b) An issuer's prospectus must disclose, in
				  a tabular form, for both the minimum and maximum amounts proposed, if
				  applicable, the following information:
(1)
				  the estimated cash proceeds that the issuer is to receive from the
				  offering;
(2) the purposes for
				  which the issuer is to use the proceeds disclosed under (1) of this
				  subsection;
(3) the amount,
				  expressed as a percentage and as a dollar amount, to be used for each purpose
				  identified under (2) of this subsection;
(4) the order or priority in which the
				  proceeds disclosed under (1) of this subsection will be used for the purposes
				  identified in (2) of this subsection.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.140 - Offering price

Current through May 31, 2024
(a) In applications for the registration of
				  securities by qualification or coordination the offering price of the issue
				  sought to be registered must bear a reasonable relationship to the established
				  public market price if an established price exists. The issuer must submit
				  information justifying the adequacy of that public market, including the public
				  market price, the number of shares owned by public shareholders, the names and
				  locations of the dealers regularly making a market in the shares, and the
				  newspapers and financial publications where the shares are regularly quoted. If
				  the price/earnings multiple of the issuer has changed significantly during that
				  period, information must be submitted accounting for that change.
(b) In applications for the registration of
				  securities if a public market price has not been established, the offering
				  price of the securities sought to be registered must bear a reasonable
				  relationship to one or more of the following:
(1) an amount per share not to exceed 25
				  times the net earnings per share for the last two complete fiscal years of the
				  issuer before the proposed offering date; the administrator will, in the
				  administrator's discretion, approve a higher price/earnings ratio or a
				  different period of operation for measuring the price/earnings ratio if
				  increased future earnings are clearly established;
(2) book value;
(3) the current market prices of the shares
				  of companies closely similar and comparable to the issuer in terms of size,
				  industry, products, and other factors relevant to the setting of those prices;
				  an applicant who submits information to demonstrate a reasonable relationship
				  between those prices and the proposed offering price must also demonstrate that
				  the price/earnings ratio for each comparable company is below the limit set in
				  (1) of this subsection or is justified by clearly established increased future
				  earnings.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.150 - Options and warrants

Current through May 31, 2024
(a) An issuer may issue options or warrants
				  to underwriters as compensation with a public offering if the options or
				  warrants comply with the requirements of
				  3 AAC 08.130.
(b) An issuer may grant options or warrants
				  to unaffiliated institutional investors in connection with loans if
(1) the options or warrants are issued
				  contemporaneously with the issuance of the loan;
(2) the options or warrants are granted as
				  the result of bona fide negotiations between the issuer and unaffiliated
				  institutional investor;
(3) the
				  exercise price of the options or warrants is not less than the fair market
				  value of the issuer's shares of common stock underlying the options or warrants
				  on the date that the loan was approved; and
(4) the number of shares issuable upon
				  exercise of the options or warrants multiplied by the exercise price of the
				  options or warrants does not exceed the face amount of the loan.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.160 - Cheap stock (promotional shares)

Current through May 31, 2024
(a) The
				  administrator will presume securities to be cheap stock if they are sold or
				  issued within two years before the public offering date to promoters, finders,
				  underwriters, or controlling persons for a consideration lower than the
				  proposed public offering price of those securities, including options and
				  warrants exercised, in the absence of any
(1)
				  public market for those securities; or
(2) substantial change in the earnings or
				  financial position of the issuer.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.170 - Promoters' equity investment

Current through May 31, 2024
(a) Except as
				  described in (c) of this section, the administrator will, in the
				  administrator's discretion, disallow a public securities offering by a
				  promotional or development stage company if, for an aggregate public offering
(1) of $1,000,000 or less, the promoters'
				  equity investment is less than 10 percent of that amount;
(2) greater than $1,000,000 and no more than
				  $1,500,000, the promoters' equity investment is less than the sum of $100,000
				  and seven percent of the amount by which the offering exceeds
				  $1,000,000;
(3) greater than
				  $1,500,000 and no more than $2,000,000, the promoters' equity investment is
				  less than the sum of $135,000 and five percent of the amount by which the
				  offering exceeds $1,500,000; and
(4) greater than $2,000,000, the promoters'
				  equity investment is less than the sum of $160,000 and two and one-half percent
				  of the amount by which the offering exceeds $2,000,000.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.180 - Escrow and lock-in of promotional shares

Current through May 31, 2024
(a) The
				  administrator will, in the administrator's discretion, require that a promoter
				  deposit some or all of the promoter's promotional shares into an escrow account
				  with an escrow agent, according to the terms of an escrow agreement, as a
				  condition to registering a public offering of equity securities. The
				  administrator will, in the administrator's discretion, require a lock-in
				  agreement on substantially the same terms and conditions as an escrow
				  agreement.
(b) Unless a promoter
				  must comply with (d) of this section,
(1) the
				  following formula determines the number of promotional shares to be deposited
				  in escrow:
number of promotional shares to be escrowed = (number of
					 shares held by promoters) - [(total amount paid by promoters for all shares
					 held by promoters) (public offering price per share x.85)]; and
(2) if the result from the formula
				  in (1) of this subsection is not a whole number, that result must be rounded to
				  the nearest whole number.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.182 - Release of escrowed promotional shares

Current through May 31, 2024
(a) If each of the
				  applicable provisions of the escrow agreement required under
				  3 AAC 08.180 has been satisfied, and if
(1) the issuer's aggregate revenues are at
				  least $500,000 and the auditor's report or the issuer's latest audited
				  financial statements do not contain an opinion or statement regarding the
				  ability of the issuer to continue as a going concern, the escrow agent shall
				  release two and one-half percent of the promotional shares from escrow each
				  quarter, beginning one year after the date of completion of the offering, shall
				  distribute those shares pro rata among the depositors, and shall release all
				  remaining promotional shares from escrow two years after the date of completion
				  of the offering;
(2) the issuer's
				  aggregate revenues are less than $500,000, the escrow agent shall release two
				  and one-half percent of the promotional shares from escrow each quarter,
				  beginning two years after the date of completion of the offering, shall
				  distribute those shares pro rata among the depositors, and shall release all
				  remaining promotional shares from escrow four years after the date of
				  completion of the offering; or
(3)
				  the public offering is terminated without a sale of securities under the
				  offering or all of the gross proceeds that were derived from the offering have
				  been returned to the public investors, the escrow agent shall release all of
				  the promotional shares from escrow.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.184 - Documentation of termination of escrow

Current through May 31, 2024
(a) A request to
				  the escrow agent for the release of promotional shares from escrow must be in
				  writing. The issuer shall provide the escrow agent with documentation showing
				  that the requirements of
				  3 AAC 08.182 have been met.
(b) The escrow agent shall maintain all
				  records relating to an escrow agreement required under
				  3 AAC 08.180 for three years following the date of
				  termination of the agreement. The escrow agent shall forward promptly a copy of
				  each record retained by the escrow agent to the administrator upon written
				  request. For purposes of this subsection, the escrow agreement terminates when
				  all of the promotional shares have been released or the issuer's equity
				  securities or the issuer's assets have been distributed under the
				  agreement.
Authority:
AS
						45.55.110
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.186 - Transfer of escrowed promotional shares

Current through May 31, 2024
(a) An escrow
				  agreement required under
				  3 AAC 08.180 may provide for the transferability of
				  escrowed promotional shares by will, the laws of descent and distribution, or
				  the operation of law, or by any court of competent jurisdiction and proper
				  venue, as follows:
(1) the escrowed
				  promotional shares of a deceased depositor may be hypothecated to pay the
				  expenses of the deceased depositor's estate, if the hypothecated promotional
				  shares remain subject to the terms of the escrow agreement;
(2) promotional shares may not be
				  transferred, sold, or disposed of until the escrow agent receives a written
				  statement signed by the proposed transferee that states that the transferee
(A) has full knowledge of the terms of the
				  escrow agreement;
(B) accepts the
				  promotional shares subject to the terms of the escrow agreement; and
(C) agrees that the promotional shares must
				  remain in escrow until they are released under
				  3 AAC 08.184.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.190 - Impoundment of proceeds

Current through May 31, 2024
(a) If an offering
				  is not firmly underwritten, the administrator will, in the administrator's
				  discretion, require, as a condition of registration, that a specific minimum
				  amount of proceeds from a sale of securities be impounded to assure receipt of
				  necessary money to finance the proposed undertaking as described in the
				  application.
(b) If the
				  administrator orders an impoundment agreement, the proceeds from the sale of
				  the securities must be deposited in an interest bearing escrow or trust account
				  under an impoundment agreement with an impoundment agent. The impoundment agent
				  may not be affiliated with the issuer, the issuer's affiliates, the issuer's
				  officers or directors, the issuer's underwriters, or any promoter.
(c) The impoundment agreement must be signed
				  by an officer of the issuer, an officer of the underwriter, if applicable, and
				  an officer of the impoundment agent, who must each warrant that they have the
				  authority to sign the documents. A signed copy of the agreement must be filed
				  with the administrator and, together with a summary of the principal terms of
				  the agreement, becomes part of the registration statement.
(d) The impoundment agreement must provide
				  that the impounded proceeds are not subject to claims by creditors until the
				  proceeds have been released to the issuer and that the administrator has the
				  right to inspect and make copies of the records of the impoundment agent at any
				  reasonable time wherever the records are located. For purposes of this
				  subsection, "creditors" means creditors of the
(1) issuer;
(2) issuer's affiliates;
(3) issuer's associates; or
(4) underwriters of the issuer's
				  offering.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.210 - Unequal voting rights of stock

Current through May 31, 2024
(a) If stock,
				  including preferred or common stock, has less-than-equal voting rights compared
				  to another of the issuer's authorized or outstanding stock, including preferred
				  or common stock, the administrator will, in the administrator's discretion,
				  determine that the offer or sale of that stock does not protect investors and
				  is not in the public interest, unless
(1) the
				  securities are given preferential treatment as to dividends and liquidation, or
				  the less-than-equal voting rights are justified by the issuer to the
				  administrator's satisfaction; and
(2) the terms of the voting rights are
				  prominently disclosed on the cover page of the issuer's circular or
				  prospectus.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.215 - Loans and other material affiliated transactions

Current through May 31, 2024
(a) If loans and
				  other material affiliated transactions as described in this section are made or
				  proposed to be made, the administrator will, in the administrator's discretion,
				  disallow the offer or sale of securities unless the issuer has, and represents
				  in the prospectus or offering document that the issuer will maintain, at least
				  two independent directors on its board of directors.
(b) The administrator will, in the
				  administrator's discretion, disallow the offer or sale of securities if the
				  issuer or its affiliates will have a loan or loan guarantee outstanding to a
				  promoter after the offering, or intends to make a loan to or a loan guarantee
				  on behalf of a promoter, other than
(1) an
				  advance to an officer, director, or employee for travel, business expenses, and
				  similar ordinary operating expenditures;
(2) loans or loan guarantees made for the
				  purchase of an issuer's securities by its officers, directors, and employees,
				  and loans for relocation of officers, directors, and employees, if those loans
				  or loan guarantees that are ongoing are approved by a majority of the
				  independent directors without an interest in the transactions, and if those
				  independent directors had access, at the issuer's expense, to the issuer's or
				  independent legal counsel; or
(3) a
				  loan made by an issuer or an affiliate whose primary business is that of making
				  loans, if
(A) the loan is evidenced by a
				  promissory note naming the lender as payee;
(B) the loan bears interest at a rate
				  comparable to that generally charged by other commercial lenders for similar
				  loans made in the lender's locale;
(C) the loan is to be repaid under
				  appropriate amortization schedules, and contains default provisions comparable
				  to those generally used by other commercial lenders for similar loans made in
				  the lender's locale;
(D) the loan
				  is to be made only if credit reports and financial statements show the loan to
				  be collectible and the borrower is a satisfactory credit risk, in light of the
				  nature and terms of the loan and other circumstances;
(E) the loan meets the loan policies
				  generally used by other commercial lenders for similar loans made in the
				  lender's locale;
(F) the purposes
				  of the loan and the disbursement of proceeds are to be reviewed and monitored
				  in a manner comparable to that generally used by other commercial lenders for
				  similar loans made in the lender's locale; and
(G) the loan does not violate the
				  requirements of any banking or other financial institution regulatory
				  authority.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.220 - Debentures

Current through May 31, 2024
(a) Repealed 4/19/2000.
(b) The administrator will, in the
				  administrator's discretion, determine that an offer or sale of debt securities,
				  including debentures, notes, and bonds of an issuer, does not protect
				  investors, is not in the public interest, and involves unreasonable
				  participation by any promoters holding equity securities if
(1) the cash flow of the issuer for the last
				  year before the public offering, or the average cash flow of the issuer over
				  the last three years before the public offering, exclusive of non-recurring
				  items and adjusted for the issuance of debt securities or the substantiated
				  future cash flow capability of the issuer, is insufficient to cover the
				  interest on the securities proposed to be offered to the public; or
(2) the ratio of debt to equity on the
				  balance sheet of the issuer exceeds two to one unless the administrator finds
				  that participation in the public interest and consistent with the protection of
				  the investors in the debt security proposed to be offered.
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.222 - Suitability standards

Current through May 31, 2024
(1) a minimum annual gross income of $70,000
				  and a minimum net worth of $70,000, exclusive of principal automobile,
				  principal residence, and home furnishings; or
(2) a minimum net worth of $250,000,
				  exclusive of principal automobile, principal residence, and home
				  furnishings.
Authority:
AS
						45.55.120
AS
						45.55.950
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.225 - Preferred stock

Current through May 31, 2024
(a) The administrator will, in the
				  administrator's discretion, disallow a public offering of preferred stock if
(1) the issuer's adjusted net earnings for
				  the last fiscal year or the issuer's average adjusted net earnings for the last
				  three fiscal years before the public offering were insufficient to
(A) pay the issuer's fixed charges and
				  preferred stock dividends, whether or not accrued; and
(B) meet the redemption requirements, if
				  applicable, of the preferred stock being offered; or
Alaska Administrative Code › Title 3 - Commerce, Community, and Economic Development › Part 1 - Banking, Securities, Small Loans and Corporations › Chapter 08 - Securities › Article 2 - Registration and Notice of Securities › 3 AAC 08.227 - Participation in coordinated securities reviews

Current through May 31, 2024
The administrator will, in the administrator's discretion,
					 participate with other regulatory jurisdictions in the review of applications
					 to register securities.
Authority:
AS
						45.55.950