Compilation of Rules and Regulations of the State of Georgia
Department 590 - RULES OF OFFICE OF SECRETARY OF STATE
Chapter 590-4 - COMMISSIONER OF SECURITIES
Subject 590-4-2 - EXEMPTIONS
Rule 590-4-2-.07 - Not-For-Profit Securities Registration

Universal Citation: GA Rules and Regs r 590-4-2-.07

Current through Rules and Regulations filed through September 23, 2024

(1) With respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness, such issuers relying upon the exemption from registration provided in Section 10-5-10(7) of the Act shall file a notice as set forth in subsections (2) below with the Secretary of State at least ten (10) full business days prior to the first offer of sale pursuant to such claim. Such exemption shall become effective ten (10) full business days after the filing of a complete notice if the Secretary of State has not disallowed the exemption.

(2) The notice required in this Rule shall specify, in writing, the material terms of the proposed offer or sale to include, although not limited to, the following:

(a) The identity of the issuer;

(b) The amount and type of securities to be sold pursuant to the exemption;

(c) A description of the use of the proceeds of the Offering;

(d) The person or persons by whom the offers and sales will be made;

(e) The offering statement, if any; and

(f) A consent to service of process complying with Section 10-5-80 of the Act.

(3)All proposed Sales and Advertising Literature to be used in connection with the proposed offer or sale of the securities shall be filed with the Secretary of State only upon request.

(4)The Statement of Policy regarding Church Bonds adopted by NASAA on April 14, 2002 (available at http://www.nasaa.org/wp-content/uploads/2011/07/40-Church_Bonds.pdf [File Link Not Available] [File Link Not Available]), and the Statement of Policy regarding Church Extension Fund Securities adopted by NASAA on April 17, 1994, and amended on April 18, 2004, (available at http://www.nasaa.org/wp-content/uploads/2011/07/39-Church_Extension_Fund_Securities.pdf) shall be applied, as applicable, to the proposed offer or sale of a security for which a notice must be filed pursuant to this Rule. Failure to comply with the provisions of an applicable Statement of Policy promulgated by NASAA shall serve as the grounds for disallowance of the exemption from registration provided by Section 10-5-10(7) of the Act.

(5)The Commissioner may also waive any term or condition set forth in this Rule.

(6)The Commissioner may by Order set forth certain requirements for the escrow of proceeds in any Offering under this Rule.

O.C.G.A. Secs. 10-5-3, 10-5-10(7), 10-5-70.

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