(a) Any security may be registered by qualifications as provided in this section.

Terms Used In Tennessee Code 48-1-106

  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-1-102
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with §. See Tennessee Code 48-11-201
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • Issuer: means every person who issues any security, except that:
    (i) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust which is of the fixed, restricted management or unit type or which does not have either a board of directors or persons performing similar functions, "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement under which such securities are issued. See Tennessee Code 48-1-102
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Person: means a natural person, a sole proprietorship, a corporation, a partnership, an association, a limited liability company, a joint-stock company, a trust, a governmental entity or agency, or any other unincorporated organization. See Tennessee Code 48-1-102
  • Security: means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, a life settlement investment or any fractional or pooled interest in a life insurance policy or life settlement investment, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease. See Tennessee Code 48-1-102
  • Service of process: The service of writs or summonses to the appropriate party.
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to the consent to service of process required by § 48-1-124(e):

(1) If not included in the registration statement, one (1) copy of an offering circular or prospectus in a format approved by the commissioner, containing such financial statements and such information, including information concerning the securities offered, the offering, the issuer, the issuer’s promoters, directors, officers, security holders and personnel, material contracts, litigation, transactions, and remuneration, as the commissioner shall specify by rule;
(2) A specimen or copy of the security being registered, a copy of the issuer’s charter and bylaws (or their substantial equivalents), as then in effect, and a copy of any indenture or other instrument defining the rights of the holders of the security to be registered;
(3) A signed copy of an opinion of counsel as to the legality of the security being registered, and to the effect that the security, when sold, shall be legally issued, fully paid, nonassessable and, if a debt security, a binding obligation of the issuer;
(4) The written consent of any accountant, attorney, engineer, appraiser, or other person whose profession gives authority to a statement made by the accountant, attorney, engineer, appraiser, or other person, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement;
(5) A copy of any notice, circular, advertisement, sales literature, or communication, which is to be used in connection with the offering, containing such information as the commissioner may require by rule and subject to such terms and conditions as may be prescribed therein; and
(6) If the commissioner by rule or order requires such additional information or documents as are necessary to determine that the registration statement does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c) A registration statement under this section shall become effective twenty (20) days following filing unless the commissioner by order specifies an earlier effective date, or the commissioner may by order defer the effective date for any reason shown to be in the public interest and necessary for the protection of investors.
(d) A prospectus which is part of a registration statement effective under this section shall be delivered to any purchaser at or prior to the execution by the purchaser of a written agreement to purchase, the delivery of a confirmation of sale, or the payment for securities offered by means of such prospectus, whichever occurs first.
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