Idaho Administrative Code
Title IDAPA 12 - Finance, Department of
Rule 12.01.08 - RULES PURSUANT TO THE UNIFORM SECURITIES ACT (2004)
Section 12.01.08.020 - APPLICATION FOR REGISTRATION OF SECURITIES

Universal Citation: ID Admin Code 12.01.08.020

Current through August 31, 2023

01. Registration by Coordination. A registration statement to register securities by coordination shall contain the following: (3-23-22)

a. The Form U-1 and accompanying documents (including subscription agreement); (3-23-22)

b. A consent to service of process (Form U-2) in compliance with Section 30-14-611, Idaho Code; (3-23-22)

c. A copy of the prospectus, including financial statements where: (3-23-22)
i. The prospectus for a securities registration by coordination under Section 30-14-303, Idaho Code, shall be prepared using the forms required under the Securities Act of 1933, and (3-23-22)

ii. All historical financial statements in the registration statement shall be in conformity with generally accepted accounting principles (GAAP) and financial statements filed with a registration statement by coordination that complies with the requirements of the United States Securities and Exchange Commission. (3-23-22)

d. All exhibits filed with the United States Securities and Exchange Commission in connection with the registration statement; (3-23-22)

e. The filing fee specified in Section 30-14-305(b), Idaho Code; and (3-23-22)

f. Any additional information or documents requested by the Department. (3-23-22)

02. Registration by Qualification. A registration statement to register securities by qualification shall contain the following in addition to the requirements of Section 30-14-304, Idaho Code: (3-23-22)

a. Financial Statements. Except for SCOR applications, registration statements filed pursuant to Section 30-14-304, Idaho Code, shall contain audited financial statements of the issuer for its last two (2) fiscal years. An issuer with less than one (1) year of operations may file reviewed financial statements until the end of its first fiscal year. Registration statements filed with SCOR applications on the Form U-7 shall contain the financial statements specified in the instructions to the Form U-7. (3-23-22)

b. Unaudited Interim Financial Statements. If the audited financial statements or unaudited financial statements required in Subsection 020.02.a. of this rule are not current to within four (4) months of the date of filing of the registration statement, additional unaudited financial statements as of the issuer's last fiscal quarter or any later date designated by the Administrator shall be included. (3-23-22)

c. Small Company Offering Registration (SCOR). A SCOR registration statement shall contain the following: (3-23-22)
i. The Form U-1 and accompanying documents (including subscription agreement); (3-23-22)

ii. An executed Form D; (3-23-22)

iii. A consent to service of process (Form U-2) in compliance with Section 30-14-611, Idaho Code; (3-23-22)

iv. For SCOR offerings, the prospectus to be used shall be the Form U-7, as adopted and revised by NASAA in September 1999; (3-23-22)

v. The filing fee specified in Section 30-14-305(b), Idaho Code; and (3-23-22)

vi. Any additional information or documents requested by the Department. (3-23-22)

d. Registration statements by qualification shall contain the following: (3-23-22)
i. The Form U-1 and accompanying documents (including subscription agreement); (3-23-22)

ii. A consent to service of process (Form U-2) in compliance with Section 30-14-611, Idaho Code; (3-23-22)

iii. Financial statements prepared in accordance with Subsection 020.02.a. of this rule; (3-23-22)

iv. A copy of the prospectus containing the information or records specified in Sections 30-14-304(b)(1) through 304(b)(18), Idaho Code; (3-23-22)

v. The prospectus shall be prepared using one of the following forms: Part II of Form 1-A of Regulation A of the Securities Act of 1933; Parts I and II of Form SB-2 of the Securities Act of 1933; Form U-7; or any other applicable form used to prepare a prospectus under the Securities Act of 1933, if approved by the department. (3-23-22)

03. Other Forms. Any other applicable form used to prepare a prospectus under the Securities Act of 1933, if approved by the Department, containing: (3-23-22)

a. The filing fee specified in Section 30-14-305(b), Idaho Code; and (3-23-22)

b. Any additional information or documents requested by the Department. (3-23-22)

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