(a) A registration statement with respect to a security may be filed by the issuer or a broker-dealer registered under this part.

Terms Used In Tennessee Code 48-1-107

  • 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 any person engaged in the business of effecting transactions in securities for the account of others, or any person engaged in the business of buying or selling securities issued by one (1) or more other persons for such person's own account and as part of a regular business rather than in connection with such person's investment activities. See Tennessee Code 48-1-102
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-1-102
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • 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
  • 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
  • Promoter: means :
    (A) Any person who, acting alone or in conjunction with one (1) or more persons, directly or indirectly takes the initiative in founding and organizing the business or enterprise of an issuer. See Tennessee Code 48-1-102
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • 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
  • 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
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(b) Every person filing a registration statement under §§ 48-1-105 and 48-1-106 shall pay a filing fee of one tenth of one percent (0.1%) of the maximum aggregate offering price at which the registered securities are to be offered in this state, but the fee shall in no case be more than one thousand dollars ($1,000) nor less than an amount which the commissioner shall by rule establish. When a registration statement is withdrawn before the effective date or before a preeffective stop order is entered under § 48-1-108, the commissioner shall retain the minimum filing fee established pursuant to this subsection (b) and return the remainder of the fee, if any, to the applicant.
(c) Every registration statement shall specify:

(1) The amount of securities to be offered in this state;
(2) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and
(3) Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in any state or by any court or by the securities and exchange commission.
(d) The commissioner may by order permit the omission of any item of information or document from any registration statement if the commissioner finds that the omission of such information or document is in the public interest and inclusion of such information or document is not necessary for the protection of investors.
(e) The commissioner may by rule declare standards of fairness and reasonableness concerning securities offerings generally and may by rule or order require as a condition of registration that:

(1) Any security issued to a promoter within the past three (3) years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow for a reasonable period; and
(2) The proceeds from the sale of the security registered in this state be held in escrow until the issuer receives a specified amount from the sale of the security either in this state or elsewhere;

provided, that any such order be clearly shown to be in the public interest and necessary for the protection of investors. The commissioner may by rule determine the conditions of any escrow required hereunder, but the commissioner may not reject a depository solely because of its location in another state.

(f) Every registration statement is effective for one (1) year from its effective date, unless the commissioner is sooner notified of the completion of the offering, or unless such registration is sooner terminated by order of the commissioner. Notwithstanding the foregoing, when a prospectus is used more than nine (9) months after the effective date of the registration statement, the information contained therein shall be as of a date not more than sixteen (16) months prior to such use.
(g) Renewal registration for the succeeding one-year period may be issued upon written application and upon payment of fees as provided by this section for original registration, even though the maximum fee was paid in the preceding period, without the filing of further statements or furnishing of any further information except as the commissioner by rule requires. All applications for renewal received after the expiration of the previous registration shall be treated as original applications.
(h) So long as a registration statement is effective, the person who filed the registration statement shall file such reports as the commissioner shall by rule require, keep reasonably current the information contained in the registration statement, and disclose the progress of the offering. For the purpose of avoiding unnecessary duplication, the commissioner, insofar as the commissioner deems it practicable in administering this subsection (h), may cooperate with the securities administrators of other jurisdictions, the securities and exchange commission, any national securities exchange or national securities association registered under the Securities Exchange Act of 1934 ( 15 U.S.C. § 78a et seq.), as amended, and any association of securities administrators.
(i) Any prospectus shall contain such other information as the commissioner may by rule require as being in the public interest and necessary for the protection of investors.
(j) In the exercise of the commissioner’s power under this section, § 48-1-105 or § 48-1-106, the commissioner shall have authority by rule to classify prospectuses according to the nature and circumstances of their use or the nature of the security, issue, issuer, or otherwise, and, subject to such terms and conditions as the commissioner shall specify therein, to prescribe as to each class the form and contents which the commissioner may find to be in the public interest and necessary for the protection of investors.
(k) A registration statement may be withdrawn prior to its effectiveness or the issuance of a preeffective stop order under § 48-1-108. An effective registration statement may be withdrawn otherwise only in the discretion of the commissioner.
(l) A registration statement relating to a security may be amended after its effective date so as to increase the securities specified as proposed to be offered. As to securities not yet sold, such an amendment becomes effective when the commissioner so orders. In the case of securities which are sold in an amount in excess of the amount or number of securities specified in an effective registration statement, as proposed to be offered, the person or persons who filed the registration statement may, in accordance with rules the commissioner shall promulgate as in the public interest and necessary for the protection of investors, elect to have the registration of those securities deemed effective as of the time of their sale, upon payment to the commissioner, within six (6) months after the sale, of a registration fee equal to the difference between the registration fee previously paid and the amount of the fee which would have otherwise been applicable to those additional securities had they been included in the registration statement, if any, plus a late registration fee of twenty-five dollars ($25.00). Upon such an election and payment, the registration statement shall be considered to have been in effect with respect to those shares. Every person filing an amendment under this subsection (m) shall pay a filing fee, calculated in the manner specified in subsection (b), with respect to the additional securities.
(m) Any amendment to a registration statement which changes the name of the offering of securities shall pay a processing fee of fifty dollars ($50.00) payable upon the amendment’s filing with the commissioner.
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