reglab/statecodes huggingface dataset:
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-115 - Registration by Notification ; Filing Fees

Current through Register Vol. 50, No. 6, June 20, 2024
A. Notwithstanding the foregoing, one copy of
				  the application for registration of securities which are permitted by Section
				  51:707 of the Louisiana Revised Statutes of 1950, as amended, to be filed by
				  notification shall be filed at least two days (Saturdays, Sundays, and holidays
				  excluded) prior to the date on which the initial offering is to be made or such
				  shorter period as the Commissioner of Securities in his discretion, may
				  authorize.
B. Filing Fees. All
				  applications shall be accompanied by a check payable to "Commissioner of
				  Securities, State of Louisiana." The applicant shall pay to the Commissioner of
				  Securities 1/20 of 1 percent of the aggregate price of the securities to be
				  offered to be sold in the state of Louisiana for which the applicant is seeking
				  registration, but in no case shall the fee be less than $25 nor more than $200,
				  and in addition thereto shall pay a charge of $100, to be used to defray the
				  expenses of the Commissioner of Securities.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:707.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-117 - Registration by Qualification ; Filing Fees

Current through Register Vol. 50, No. 6, June 20, 2024
A. Notwithstanding the foregoing, one copy of
				  the application for registration of securities which are permitted by Section
				  51:708 of the Louisiana Revised Statutes of 1950, as amended, to be filed by
				  qualification, shall be filed at least 10 days (Saturdays, Sundays, and
				  holidays excepted) prior to the date on which the next offering is to be made,
				  or such shorter period as the Commissioner of Securities, in his discretion,
				  may authorize.
B. Filing Fees. All
				  applications shall be accompanied by a check payable to "Commissioner of
				  Securities, state of Louisiana." The applicant shall pay to the commissioner a
				  fee of 1/10 of 1 percent of the aggregate price of the securities to be
				  registered and offered to be sold in this state, for which the applicant is
				  seeking registration, but in no case shall the fee be less than $50 nor more
				  than $1,000, and in addition thereto shall pay a charge of $100, to be used to
				  defray the expenses of the commissioner.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-119 - Incorporation of Certain Information by Reference

Current through Register Vol. 50, No. 6, June 20, 2024
A. Where an item calls for information not
				  required to be included in the prospectus, matter contained in any part of the
				  application for registration, other than exhibits, may be incorporated by
				  reference in answer, or partial answer, to such item.
B. Any financial statement or part thereof
				  filed with the Commissioner of Securities pursuant to this act may be
				  incorporated by reference in any application for registration if it
				  substantially conforms to the requirements of the appropriate form and is not
				  required to be included in the prospectus.
C. Material incorporated by reference shall
				  be clearly identified in the reference. An express statement that the specified
				  matter is incorporated by reference shall be made at the particular place in
				  the application for registration where the information is required. Matter
				  shall not be incorporated by reference in any case where such incorporation
				  would render the statement incomplete, unclear or confusing.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-121 - Disclaimer of Control

Current through Register Vol. 50, No. 6, June 20, 2024
A. If the
				  existence of control is open to reasonable doubt in any instance, the
				  registrant may disclaim the existence of control and any admission thereof. In
				  any case, however, the registrant shall state the material facts pertinent to
				  the possible existence of control.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-123 - Title of Securities

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Wherever the title of securities is required to be stated there shall be given
				  such information as will indicate the type and general character of the
				  securities, including the following:
1. in the
				  case of shares, the par or stated value, if any; the rate of dividends, if
				  fixed, and whether cumulative or noncumulative; a brief indication of the
				  preference, if any; and if convertible, a statement to that effect;
2. in the case of funded debt, the rate of
				  interest; the date of maturity, or if the issue matures serially, a brief
				  indication of the serial maturities, such as "maturing serially from 1950 to
				  1960;" if the payment of principal or interest is contingent, an appropriate
				  indication of such contingency; a brief indication of the priority of the
				  issue; and if convertible, a statement to that effect;
3. in the case of any other kind of security,
				  appropriate information of comparable character.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-125 - Written Consents ; Formal Requirements as to Consents

Current through Register Vol. 50, No. 6, June 20, 2024
A. If the name of any accountant, engineer,
				  or appraiser, or any person whose profession gives authority to a statement
				  made by him, has been made any part of the application for registration, or if
				  such person is named as having prepared or certified a report, the written
				  consent of such person shall be filed with the application for registration.
				  All written consents of experts filed with an application for registration
				  pursuant to these rules shall be dated and signed manually. A list of such
				  consents shall be filed with the application for registration. Where the
				  consent of an expert is contained in his report, a reference shall be made in
				  the list to the report containing the consent.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:702.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-127 - Consents Required in Special Cases

Current through Register Vol. 50, No. 6, June 20, 2024
A. If any portion of the report of an expert
				  is quoted or summarized as such in the application for registration or in a
				  prospectus the written consent of the expert shall expressly state that the
				  expert consents to such quotation or summarization.
B. If it is stated that any information
				  contained in the application for registration has been reviewed or passed upon
				  by any persons and that such information is set forth in the application for
				  registration upon the authority of or in reliance upon such persons as experts,
				  the written consents of such persons shall be filed with the application for
				  registration.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:702.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-129 - Application to Dispense with Consent

Current through Register Vol. 50, No. 6, June 20, 2024
A. An application to the Commissioner of
				  Securities to dispense with any written consent of an expert shall be made by
				  the registrant and shall be supported by an affidavit or affidavits
				  establishing that the obtaining of such consent is impracticable or involves
				  undue hardships on the registrant. Such application shall be filed and the
				  consent of the Commissioner of Securities shall be obtained prior to the date
				  of registration.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:702.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-131 - Consent to Use of Material Incorporated by Reference

Current through Register Vol. 50, No. 6, June 20, 2024
A. If the act or the rules and regulations of
				  the Commissioner of Securities require the filing of a written consent to the
				  use of any material in connection with the application for registration, such
				  consent shall be filed with the application for registration even though the
				  material is incorporated therein by reference.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-133 - Additional Exhibits

Current through Register Vol. 50, No. 6, June 20, 2024
A. This
				  registrant may file such exhibits as it may desire, in addition to those
				  required by the appropriate form. Such exhibits shall be so marked as to
				  indicate clearly the subject matters to which they refer.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-135 - Omission of Substantially Identical Documents

Current through Register Vol. 50, No. 6, June 20, 2024
A. In any case where two or more indentures,
				  contracts, franchises, or other documents required to be filed as exhibits are
				  substantially identical in all material respects except as to the parties
				  thereto, the dates of execution, or other details, the registrant need file a
				  copy of only one of such documents, with a schedule identifying the other
				  documents omitted and setting forth the material details in which such
				  documents differ from the document of which a copy is filed. The Commissioner
				  of Securities may at any time, in his discretion, require the filing of copies
				  of any documents so omitted.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-137 - Incorporation of Exhibits by Reference

Current through Register Vol. 50, No. 6, June 20, 2024
A. Any document or part thereof filed with
				  the Commissioner of Securities pursuant to any act administered by the
				  Commissioner of Securities may be incorporated by reference as an exhibit to
				  any application for registration.
B. If any modification has occurred in the
				  text of any document incorporated by reference since the filing thereof, the
				  registrant shall file with the reference a statement containing the text of any
				  such modification and the date thereof.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-139 - Place of Filing

Current through Register Vol. 50, No. 6, June 20, 2024
Editor's Note: The address for the office of the
					 Commissioner of Securities has changed to:
Commissioner of Securities
State of Louisiana
8660 United Plaza Boulevard
Baton Rouge, LA 70809
A. All applications and papers in connection
				  therewith and requests for information shall be addressed to:
Commissioner of Securities
State of Louisiana
315 Louisiana State Office Building
325 Loyola Avenue
New Orleans, LA 70112.
B. Every statement authorized or required to
				  be filed with the commissioner under any of the provisions of this regulation
				  shall be transmitted to the commissioner by mail, and the commissioner shall
				  never receive, nor shall he be authorized to receive or accept for filing any
				  statement or document transmitted to him by any mode other than by the United
				  States mail.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707, and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-141 - Formal Requirements for Amendments

Current through Register Vol. 50, No. 6, June 20, 2024
A. One copy of each amendment to an
				  application shall be filed with the Commissioner of Securities at least five
				  days prior to any offering of the securities subsequent to the filing of such
				  amendment, or such shorter period as the Commissioner of Securities, in his
				  discretion, may authorize. The Commissioner of Securities may, in his
				  discretion, authorize an offering to commence prior to the receipt of all
				  amendments where he has been informed by telephone, telegraph or letter of the
				  substance of such amendments, as in the case of "price amendments" or other
				  amendments, where he may deem such action proper.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-143 - Delaying Amendments

Current through Register Vol. 50, No. 6, June 20, 2024
A. An
				  amendment altering the proposed date of the public offering may be made by
				  telegram or by letter. Each such telegraphic amendment shall be confirmed
				  within a reasonable time by the filing of one copy, which shall be signed. Such
				  confirmation shall not be deemed an amendment.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-145 - Withdrawal of Registration Statement or Amendment

Current through Register Vol. 50, No. 6, June 20, 2024
A. Any application for registration or any
				  amendment or exhibit thereto may be withdrawn upon application if the
				  Commissioner of Securities, finding such withdrawal consistent with the public
				  interest and the protections of investors, consents thereto. The application
				  for such consent shall be signed and shall state fully the grounds upon which
				  made. The examination fee paid upon the filing of the application for
				  registration will not be returned. The papers comprising the application for
				  registration or amendment thereto shall not be removed from the files of the
				  Commissioner of Securities but shall by plainly marked with the date of the
				  giving of such consent, and in the following manner: "Withdrawn without
				  prejudice, the Commissioner of Securities consenting thereto."
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-147 - Powers to Amend or Withdraw Registration Statement

Current through Register Vol. 50, No. 6, June 20, 2024
A. All persons signing an application for
				  registration shall be deemed, in the absence of a statement to the contrary, to
				  confer upon the applicant and upon the correspondent named in the application
				  for registration the following powers:
1. a
				  power to amend the application for registration:
a. by altering the date of the proposed
				  offering;
b. by filing any required
				  written consent;
c. by correcting
				  typographical errors; or
d. by
				  reducing the amount of securities registered, pursuant to an understanding
				  contained in the application for registration;
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-149 - Registration of Additional Securities

Current through Register Vol. 50, No. 6, June 20, 2024
A. The registration of additional securities
				  of the same class as other securities for which an application for registration
				  is already in effect, shall be effected through a separate application for
				  registration relating to the additional securities.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706, R.S. 51.707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-151 - Reports Subsequent to Registration

Current through Register Vol. 50, No. 6, June 20, 2024
A. Upon the termination of an offering, the
				  registrant must file a Termination of Offering Report to the Commissioner of
				  Securities of the State of Louisiana, within 30 days subsequent to the
				  termination of the offering in the state of Louisiana.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707, and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-153 - Severability

Current through Register Vol. 50, No. 6, June 20, 2024
A. If any provision
				  or clause of this regulation or the application thereof to any person or
				  situation is held invalid, such invalidity shall not affect any other provision
				  or application of the regulation which can be given effect without the invalid
				  provision or application, and to this end the provisions of this regulation are
				  declared to be severable.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706,
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-301 - Scope of Rule

Current through Register Vol. 50, No. 6, June 20, 2024
A. This rule
				  prescribes the form and content of the prospectus, intended as of the effective
				  date to be used in connection with the offering of securities registered by
				  notification, or required to be filed as a part of a registration statement for
				  registration of securities by qualification and to be used in connection with
				  the offering of securities so registered. (Louisiana Revised Statutes of 1950,
				  as amended, Section 51:706, Paragraph B).
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-303 - Registration by Qualification and Notification

Current through Register Vol. 50, No. 6, June 20, 2024
A. A prospectus filed as part of a
				  registration statement for registration of securities by qualification and
				  notification shall contain all the information required by Schedule A, "Outline
				  of Prospectus," located in
				  §1103 of this
				  Part.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-305 - Legibility of Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. The
				  prospectus may be printed, mimeographed or typewritten, or prepared by any
				  similar process which will result in clear, legible copies. If printed, it
				  shall be set in clear Roman type at least as large as 10-point modern type,
				  with financial data or other statistical or tabular matter at least as large as
				  8 point. All type shall be leaded at least 2 points.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706(B).
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-307 - Presentation of Representation of Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. The prospectus shall contain the
				  information called for by all items of Schedule A, "Outline of Prospectus"
				  located in
				  §1103 of this
				  Part, required to be answered, except that no reference need be made to
				  inapplicable items, and negative answers to any item may be omitted. None of
				  the other information or documents filed as part of the registration statement
				  need be included in the prospectus.
B. The prospectus should set forth
				  information in a clear concise and understandable manner, free of unnecessary
				  and irrelevant details or technical language. The information shall not be
				  presented in such form as to obscure required information, or information
				  necessary to keep the required information from being incomplete or misleading.
				  The prospectus should not include:
1.
				  references to other companies, not affiliates of the registrant, by way of
				  comparison or in any other manner;
2. puffing of the registrant's history and
				  prospects or of officials' background;
3. the use of colors, designs, or pictures;
				  or
4. any subject matter which goes
				  beyond a fair and factual presentation necessary to disclose the material
				  facts.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-309 - Date of Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. Each
				  prospectus used after the effective date of the registration statement shall be
				  dated approximately as of such effective date, provided however, that a revised
				  or amended prospectus used thereafter bear both its original date and the
				  "Amended as of ________________" date. Each supplement prospectus shall be
				  separately dated the approximate date of its issuance.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-311 - Exchange Offers

Current through Register Vol. 50, No. 6, June 20, 2024
A. If any of
				  the securities being registered are to be offered in exchange for securities of
				  any other registrant, the prospectus shall also include the information with
				  respect to the other registrant which would be required by §1103. L.1 of Schedule A, "Outline of
				  Prospectus" of this Part, inclusive, if such securities of such registrant were
				  being registered.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-313 - Use of Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. A copy
				  of such prospectus shall be delivered to each prospective purchaser of
				  securities before consummation of any sale or contract for sale.
B. When a prospectus is used more than nine
				  months after the effective date of the registration statement, the information
				  contained therein shall be as of a date not more than 16 months prior to such
				  use, so far as such information is known to the user of such prospectus or can
				  be furnished by such user without unreasonable effort or expense.
C. In addition to the requirements of
				  Subsection B of this Section if a prospectus becomes misleading or inaccurate
				  in any material respect, its use shall be discontinued, and it shall be revised
				  or supplemented in such a way that it shall not be misleading or inaccurate in
				  any material respect. Three copies of such revised or supplemented prospectus
				  shall be filed promptly with the Commissioner of Securities.
D. Nothing herein shall prevent the
				  distribution of preliminary or final prospectuses pertaining to securities
				  registered or being registered with the Securities and Exchange Commission if
				  such distribution takes place in accordance with the rules and regulations of
				  the Securities and Exchange Commission.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-315 - Circulation of Preliminary Prospectuses

Current through Register Vol. 50, No. 6, June 20, 2024
A. Preliminary prospectuses may be
				  distributed in Louisiana provided that an application to register the
				  securities offered is pending before the commission, and provided:
1. an application to register the securities
				  is also pending before the Securities and Exchange Commission;
2. the applicant has not been notified of
				  proceedings under Sections 8(b) of the Securities Act of 1933 or by this
				  commission that the application for registration is substantially deficient and
				  the circulation of a preliminary prospectus is not appropriate in light of the
				  deficient application;
3. the
				  outside front cover page of such prospectus shall bear, in red ink, the
				  caption, "Preliminary Prospectus," the date of its issuance, and the following
				  statement printed in type as large as that generally in the body thereof:
"A registration statement relating to these securities has
					 been filed with the Securities and Exchange Commission, but has not yet become
					 effective. Information contained herein is subject to completion or amendment.
					 These securities may not be sold nor may offers to buy be accepted prior to the
					 time the registration statement becomes effective. This prospectus shall not
					 constitute an offer to sell or the solicitation of an offer to buy nor shall
					 there be any sale of these securities in any state in which such offer,
					 solicitation or sale would be unlawful prior to registration or qualification
					 under the securities laws of any such state."
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-317 - Amendments to Prospectus

Current through Register Vol. 50, No. 6, June 20, 2024
A. The
				  prospectus shall constitute a part of the application and shall be amended in
				  accordance with the provisions of the rules dealing with amendments to
				  applications. The amended prospectus submitted to this office must be "red
				  lined" in order to point out the changes made in said prospectus. The
				  registrant may provide, in place of the "red lined" prospectus, a cross
				  reference table which would reference the changes between the old and new
				  prospectus.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-319 - Prohibition of Use of Certain Financial Statements

Current through Register Vol. 50, No. 6, June 20, 2024
A. Financial statements which purport to give
				  effect to the receipt and application of any part of the proceeds from the sale
				  of securities for cash shall not be used unless the sale of such securities is
				  underwritten and the underwriters are to be irrevocably bound, on or before the
				  date of the public offering, to take issue. The caption of any such financial
				  statement shall clearly set forth the names of the underwriters and the
				  assumptions upon which such statement is based. The caption shall be in type at
				  least as large as that used generally in the body of the statement.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:706.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-321 - Pooling of Interests

Current through Register Vol. 50, No. 6, June 20, 2024
A. All
				  earnings statements required by Sections 51:701-51:720 of the Louisiana Revised
				  Statutes of 1950, as amended to be filed with the Commissioner of Securities
				  which reflect poolings of interest must be set out for each period reported:
1. total actual historical earnings and
				  earnings per share of the issuer;
2. total earnings and earnings per share of
				  the company or companies taken over;
3. show separately the detailed operating
				  results for the company or companies taken over for the period reported up to
				  the date of the take-over of the take-over occurred during the last fiscal year
				  or interim period reported.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 3 - Form and Content of Prospectus › Section XIII-323 - Requirements as to Appraisals

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  There shall be included as an exhibit in every application for registration of
				  securities of an issuer under this law which:
1. has not been engaged in the business in
				  which it is engaged for five years; or
2. has not had a net profit in each of the
				  last three years, an appraisal of the assets of the issuer as specified by the
				  commissioner in each case prepared by a disinterested qualified person
				  designated by the Commissioner of Securities. Such appraisal shall bear a
				  dollar valuation as to the assets of the issuer and shall be prepared as of a
				  date not more than 120 days prior to the date filed with the Commissioner of
				  Securities.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-501 - Application of Standards

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Standards set forth in these regulations are intended to furnish guidelines for
				  qualification, pursuant to the discretion of the commissioner authorized by
				  Section 51:708(10) of Louisiana Revised Statutes of 1950, as amended, of offers
				  and sales of securities. However, because it is impossible to foresee and
				  provide for all variations of circumstances, these standards are not intended
				  to preclude the application of more liberal or more stringent standards as the
				  circumstances justify.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:707 and
					 R.S.
					 51:708.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-503 - Promoters Equity Investment

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  The fair value of equity investment shall be deemed to mean the total of all
				  sums conveyed to the issuer in the form of paid in or contributed cash or other
				  tangible items with an established or determinable value.
B. The burden of justifying as equitable, the
				  quantity of promotional securities to be issued for assets so conveyed, and of
				  establishing reasonable or market value thereof, shall rest with the
				  applicant.
C. Promoters Equity
				  Investment Ratio. In offerings where the issuer is in a promotional or
				  development phase and the ratio of equity investment by promoters or insiders
				  is less than 15 percent of the total equity investment resulting from the sale
				  of the entire offering, the offering will not be considered to be based on
				  sound business principles unless:
1. the
				  offering is supported by a firm commitment of an underwriter duly registered
				  under the Securities Exchange Act of 1934; and
2. the net worth of the issuer is in excess
				  of $100,000.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-505 - Commissions and Expenses

Current through Register Vol. 50, No. 6, June 20, 2024
A.
1. Selling Expenses of Offering of
				  Securities. Selling expenses in connection with an offering of securities
				  (whether such offering is sold entirely or partially within Louisiana) shall
				  include underwriting discounts or commissions, the value of options or warrants
				  to acquire securities granted or proposed to be granted in connection with the
				  offering to an underwriter, or its partners, officers, directors or
				  shareholders, or otherwise as such underwriter may lawfully direct; finder's
				  fees paid or to be paid in connection with the offering; the value of the
				  difference between the fair value at the time of issuance and the price paid
				  for securities of the issuer, issued within two years prior to the offering or
				  proposed to be issued to an underwriter, or any of its partners, officers,
				  directors or shareholders, to the extent such sales or issuances may be deemed
				  by the commissioner to have been in lieu of commissions, or material in the
				  selection of an underwriter by the issuer, or otherwise directly or indirectly
				  connected with the offering; and all other expenses directly or indirectly
				  incurred in connection with the offering, excluding, however:
a. attorneys' fees for services in connection
				  with the offer, sale and issuance of the securities and their qualification for
				  offer and sale under applicable laws and regulations, except such attorneys'
				  fees of the underwriter as are paid by the issuer or selling
				  stockholders;
b. charges of
				  transfer agents, registrars, indenture trustees, escrow holders, depositaries,
				  auditors, accountants, engineers, appraisers and other experts;
c. cost of prospecti, circulars and other
				  documents required to comply with such laws and regulations;
d. other expenses incurred in connection with
				  such qualification and compliance with such laws and regulations;
e. cost of authorizing and preparing the
				  securities and documents relating thereto, including issue taxes and
				  stamps.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-509 - Promotional Securities of "Cheap Stock"

Current through Register Vol. 50, No. 6, June 20, 2024
A. Securities which have been issued within
				  two years of the date of filing, or are to be issued to underwriters, promoters
				  or insiders for an amount less than the public offering price or for a
				  consideration other than cash (unless the value of such consideration can be
				  conclusively established) will be subject to the following conditions and
				  restrictions.
1. The issue of such securities
				  in connection with a public offering may be permitted if the application
				  discloses:
a. a reasonable relationship
				  between:
i. the consideration paid by such
				  persons and the public offering price;
ii. the number of shares issued and the total
				  amount of securities to be outstanding upon completion of the offering;
				  and
iii. the ratio of the
				  promoters' equity to the amount of their investment;
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-511 - Impoundment of Proceeds

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  General
1. Where, in the opinion of the
				  commissioner, the protection of public investors so requires, the commissioner
				  may require as a condition of registration that all or a portion of the
				  proceeds from the sale of the securities registered shall be impounded with an
				  impoundment agent satisfactory to the commissioner. In cases where the offering
				  of securities is not firmly underwritten, the commissioner shall require
				  (unless reason for exception can be demonstrated) that the proceeds be
				  impounded. The conditions of impoundment shall be determined by the
				  commissioner in each case.
2. The
				  commissioner shall determine conditions of impoundment which he deems
				  applicable to all impoundment agreements, and shall prescribe forms embodying
				  such general conditions. The commissioner may prescribe additional conditions
				  applicable to each particular case, which shall be typed upon the form in space
				  provided or upon separate sheets which shall be attached to and made a part of
				  the prescribed form. All impoundment agreements shall be prepared on forms so
				  prescribed by the commissioner. Upon notification by the commissioner of the
				  additional terms and conditions of impoundment, the issuer shall submit a
				  proposed impoundment agreement for approval as to form. Upon notification by
				  the commissioner that the impoundment agreement is approved as to form, the
				  issuer, the impoundment agent and any agent or underwriter shall execute an
				  original and such copies of the impoundment agreement as may be necessary and
				  shall file the same with the commissioner. An original of said impoundment
				  agreement will remain on file with the commissioner and copies noting
				  acceptance for filing will be returned to the issuer. No order of registration
				  shall issue until an executed original of the impoundment agreement is filed
				  with the commissioner.
3. The
				  conditions of the proceeds impoundment shall be incorporated by reference in
				  the order of registration, and impounded proceeds shall be subject to the
				  continuing jurisdiction of the commissioner until he directs termination of the
				  impoundment.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-513 - Offering Price

Current through Register Vol. 50, No. 6, June 20, 2024
A. Securities
				  shall be offered and sold at a price which is fair to the issuer or selling
				  stockholders and to the purchasers. In determining whether a price is fair, the
				  commissioner will give predominant weight to the standards set forth below as
				  shown to the satisfaction of the commissioner.
1. If there is an active and informed public
				  market in the class of securities to be offered and sold, the offering price
				  shall bear a reasonable relationship to the recent public market price. An
				  active public market may be evidenced by:
a.
				  daily or weekly quotation of the class of securities in the
Wall Street
				  Journal
for the period of at least six months preceding the offering;
				  or
b. at least 300,000 shares
				  outstanding to public shareholders; 20,000 or more shares traded by public
				  shareholders during each of six or more preceding months; the absence of
				  transactions by insiders during the preceding six months having a material
				  effect upon the market price; the number of public stockholders at the
				  beginning and end of each of said months of not less than 1,000; and at least
				  two dealers regularly making a market in such class of securities; or
c. such other facts or circumstances which
				  tend to show, to the satisfaction of the commissioner, that the class of
				  securities is traded sufficiently by public stockholders unrelated to the
				  issuer so that the prevailing market price at any given time during the six
				  preceding months accurately reflected the fair value of the security and was a
				  price independent of any influence other than the normal buying and selling of
				  public stockholders. An informed public market may be evidenced by:
i. reports to the public shareholders which
				  were provided by the issuer during the preceding year at least quarterly;
				  or
ii. such other facts or
				  circumstances which tend to show, to the satisfaction of the commissioner, that
				  there is a free flow of information from the issuer about the business of the
				  issuer to the investment community of the public. The commissioner may require
				  an applicant for registration to submit sufficient evidence to show the
				  existence of an active and informed pubic market.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 5 - Standards of Qualification › Section XIII-515 - Rights of Security Holders

Current through Register Vol. 50, No. 6, June 20, 2024
A.
				  Voting Rights of Common Stock. The offering or proposed offering of securities
				  of an issuer having more than one class of common stock authorized shall
				  generally be considered unsound and unfair to public investors if the class of
				  shares of common stock offered to the public:
1. has no voting rights; or
2. (except in exceptional circumstances) has
				  less than equal voting rights, in proportion to the shares of each class
				  outstanding, on all matters, including the election of members of the board of
				  directors of the issuer.
Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 7 - Private Offering Exemptions › Section XIII-701 - Preliminary Notes

Current through Register Vol. 50, No. 6, June 20, 2024
A. The
				  exemption contained in
				  §703 of this
				  Chapter is intended to provide a state safe-harbor exemption for private
				  placements similar to the federal exemption provided by
				  Rules
				  501 promulgated by the
				  Securities and Exchange Commission under the Securities Act of 1933, as
				  amended. The exemption contained in
				  §705 of this
				  Chapter is intended to provide a state exemption similar to the federal
				  exemption provided by §4(2) of the Securities Act of 1933. As with the
				  federal §4(2) exemption, the determination whether an offer or sale does
				  not involve any public offering is to be made upon the basis of a consideration
				  of all the relevant facts.
B.
				  Nothing in Chapter 7 is intended to or should be construed as in any way
				  relieving issuers or persons acting on behalf of issuers from providing
				  disclosure to prospective investors adequate to satisfy the anti-fraud
				  provisions of the Louisiana Securities Law.
C. In view of the objective of this Chapter
				  and the purposes and policies underlying the Louisiana Securities Law, these
				  exemptions are not available to any issuer with respect to any transaction
				  that, although in technical compliance with this Chapter, is part of a plan or
				  scheme to evade registration or the conditions or limitations explicitly stated
				  in this Chapter.
D. Nothing in this
				  Chapter is intended to relieve registered dealers or salesmen from the due
				  diligence, suitability or know-your-customer standards or any other
				  requirements of law otherwise applicable to such registered persons.
E. Attempted compliance with the following
				  Sections of this Chapter does not act as an exclusive election the seller can
				  also claim the availability of any other applicable exemption.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:709(15).