Sec. 5. (a) A registration statement under section 3 or 4 of this chapter may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this article.

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Terms Used In Indiana Code 23-19-3-5

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Broker-dealer: means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. See Indiana Code 23-19-1-2
  • Commissioner: means the securities commissioner appointed under IC 23-19-6-1(a). See Indiana Code 23-19-1-2
  • Contract: A legal written agreement that becomes binding when signed.
  • Depository institution: means :

    Indiana Code 23-19-1-2

  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Filing: means the receipt under this article of a record by the commissioner or a designee of the commissioner. See Indiana Code 23-19-1-2
  • Issuer: means a person that issues or proposes to issue a security, subject to the following:

    Indiana Code 23-19-1-2

  • Judgment: means all final orders, decrees, and determinations in an action and all orders upon which executions may issue. See Indiana Code 1-1-4-5
  • nonissuer distribution: means a transaction or distribution not directly or indirectly for the benefit of the issuer. See Indiana Code 23-19-1-2
  • Person: means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity. See Indiana Code 23-19-1-2
  • Predecessor act: means IC 23-2-1 (before its repeal). See Indiana Code 23-19-1-2
  • Sale: includes every contract of sale, contract to sell, or disposition of a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. See Indiana Code 23-19-1-2
  • Securities and Exchange Commission: means the United States Securities and Exchange Commission. See Indiana Code 23-19-1-2
  • Security: means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. See Indiana Code 23-19-1-2
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Indiana Code 23-19-1-2
  • Year: means a calendar year, unless otherwise expressed. See Indiana Code 1-1-4-5
     (b) A person filing a registration statement shall pay a filing fee of five hundred dollars ($500). If the registration statement is withdrawn before the effective date or a preeffective stop order is issued, the commissioner shall retain the fee.

     (c) A registration statement filed under section 3 or 4 of this chapter must specify:

(1) the amount of securities to be offered in this state;

(2) the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

     (d) A record filed under this article or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

     (e) In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or section 4 of this chapter, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

     (f) A rule adopted or order issued under this article may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this article, but the commissioner may not reject a depository institution solely because of its location in another state.

     (g) A rule adopted or order issued under this article may require as a condition of registration that a security registered under this article be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this article or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

     (h) Except while a stop order is in effect under section 6 of this chapter, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this article during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this article are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the commissioner.

     (i) While a registration statement is effective, a rule adopted or order issued under this article may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

     (j) A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement or if there is an increase in the aggregate amount of securities offered or sold in the state. The posteffective amendment becomes effective when the commissioner so orders. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the issuer filing the amendment shall pay a nonrefundable registration fee of one hundred dollars ($100). A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.

     (k) If the issuer of a registration statement that is pending effectiveness performs no activity for a period of nine (9) months:

(1) the registration statement:

(A) is considered to be abandoned; and

(B) may be reinstated only with the permission of the commissioner; and

(2) the commissioner shall retain the registration fee.

As added by P.L.27-2007, SEC.23. Amended by P.L.158-2017, SEC.4; P.L.32-2018, SEC.3.

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