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 590-4-3 - REGISTRATION OF SECURITIES
Rule 590-4-3-.06 - Delivery and Contents of Prospectus
Universal Citation: GA Rules and Regs r 590-4-3-.06
Current through Rules and Regulations filed through March 20, 2024
(1) Filing. Each registration statement filed under the Act shall include a prospectus to be used in connection with the proposed securities offering.
(2) Prospectus Delivery Requirements. As a condition of registration, an Applicant shall comply with the following:
(a) A person
offering or selling a security under a registration statement filed pursuant to
Section
10-5-23 of the Act shall deliver a copy of the final prospectus to each prospective
purchaser before the confirmation of a sale made by or for the account of the
person. Each subscription agreement shall contain a statement by the purchaser
that the purchaser has received a copy of the prospectus.
(b) A person offering or selling a security
under a registration statement filed pursuant to Section
10-5-22 of the Act shall deliver a copy of the prospectus as and to the extent required
by the Securities Act of 1933.
(3) Form and Content.
(a)
General
Requirements. Each prospectus required to be included in a
registration statement pursuant to this Rule shall satisfy the requirements of
Rule
590-4-3-.05, unless the Commissioner
waives or modifies such requirements.
(b)
Registration by
Coordination. Each prospectus included in a registration statement
filed pursuant to Section
10-5-22 of the Act shall include the information required in Part I of the registration
statement filed (or to be filed) by the issuer under the Securities Act of 1933
relating to such proposed securities offering, unless the Commissioner waives
or modifies such requirements pursuant to Section
10-5-26 of the Act.
(c)
Registration by Qualification. Each prospectus
included in a registration statement filed pursuant to Section
10-5-23 of the Act, including a prospectus that forms a part of a registration
statement filed pursuant to Rule
590-4-3-.04(2), shall
include the following information as applicable, unless the Commissioner waives
or modifies such requirements pursuant to Section
10-5-26 of the Act:
1. If the proposed offering to be
registered under Section
10-5-23 of the Act is made in compliance with Regulation A under the Securities Act of
1933, then the information in the prospectus required by this rule shall be the
information required by the then current version of Form 1-A under Regulation
A;
2. If the proposed offering to
be registered under Section
10-5-23 of the Act is made in compliance with SEC Rule 504 adopted pursuant to the
Securities Act of 1933 or Section 4(5),
15 U.S.C. §
77 d(5), of the Securities Act of
1933, then the information in the prospectus required by this rule shall be in
the information required by the then current version of Form U-7 (Small Company
Offering Registration Form), available on NASAA's website; or
3. In all other cases, such information as
may be ordered by the Commissioner.
O.C.G.A. Secs. 10-5-10, 10-5-23, 10-5-70, 10-5-74.
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