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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