New Mexico Administrative Code
Title 12 - TRADE, COMMERCE AND BANKING
Chapter 11 - SECURITIES
Part 16 - FORMS
Section 12.11.16.9 - FORMS RELATING TO EXEMPTION FROM REGISTRATION OF SECURITIES
Universal Citation: 12 NM Admin Code 12.11.16.9
Current through Register Vol. 35, No. 18, September 24, 2024
A. Form 202X, notice of claim of exemption pursuant to Section 58-13C-202 X, shall be used to give notice of intent to claim the exemption afforded by Section 58-13C-202 X for offerings of issuers seeking no more than $2,500,000 from the sale of securities and shall include the following:
(1) general information regarding the company
claiming the exemption including:
(a) name
and mailing address of company;
(b)
type of entity (corporation, limited partnership, limited liability company,
limited liability partnership or other);
(c) date and place of creation
(incorporation, organization, filing or date of partnership
agreement);
(d) term of the entity
(if applicable);
(e) purpose or
objective of business;
(f) address
where books and records, stock certificates or capital accounts are kept and by
whom;
(g) name, address and
telephone number of person who should be contacted about the notice of claim of
exemption;
(2)
information about the offering including:
(a)
type of security, number of shares or units to be offered;
(b) offering price per share or
unit;
(c) aggregate offering
price;
(d) name and address of, and
compensation to be received by, each person who will be effecting or attempting
to effect sales of securities;
(e)
if monies from sales of securities are to be escrowed until a certain amount is
raised, a copy of the escrow agreement showing name and address of the escrow
bank;
(f) general description of
use of proceeds;
(g) general
description of property, including location, in which such proceeds are to be
invested;
(h) a statement as to
whether the issuer, underwriter, or their affiliates, is subject to
disqualification pursuant to Subsection C of 12.11.12.11 NMAC;
(i) a copy of the prospectus or offering
memorandum describing the offering which will be utilized to offer the
securities and comply with the disclosure requirements set forth in Subsection
E of 12.11.12.11 NMAC and copies of all advertising or promotional
literature;
(3)
governing instruments including a copy of the articles of incorporation,,
articles of organization, certificate of limited partnership or other
instruments of creation of the issuer, including all amendments; and
(4) the signature and title of the person
authorized to execute the notice of claim of exemption and the date of
execution of the notice.
B. Form 202Y, notice of claim of exemption under Section 58-13C-202 Y, described in this subsection, shall be used by issuers that are not organized or incorporated in New Mexico to give notice of intent to claim the exemption afforded by Section 58-13C-202 Y for offerings of issuers that result in there being no more than 25 security holders. Form 202Y is optional for issuers organized or incorporated in New Mexico. Form 202Y shall include the following:
(1) general information regarding the company
claiming the exemption including:
(a) name and
mailing address of company;
(b)
type of entity (corporation, limited partnership, limited liability company,
limited liability partnership or other);
(c) date and place of creation
(incorporation, organization, filing or date of partnership
agreement);
(d) term of the entity
(if applicable);
(e) purpose or
objective of business;
(f) address
where books and records, stock certificates or capital accounts are kept and by
whom;
(g) estimated number of
persons to whom offers will be made;
(h) number of current security
holders;
(i) name and address of
each person who will be effecting or attempting to effect sales of
securities;
(2) copies
of governing instruments including the articles of incorporation, articles of
organization, certificate of limited partnership or other instruments of
creation of the issuer, including all amendments;
(3) representations by the signator
authorized to file the notice of claim of exemption that:
(a) the number of security holders will not
in consequence of any sale made under the exemption afforded by Section
58-13C-202 Y
exceed 25;
(b) sales have been and
will be made only to buyers believed to be purchasing for investment;
(c) no commissions or other remunerations
have been, are being, or will be paid or given, directly or indirectly, for
soliciting prospective buyers except to broker-dealers and agents registered
pursuant to the New Mexico Uniform Securities Act;
(d) no news releases, advertisements in
newspapers, radio, television nor any other form of public advertising will be
used in any manner to contact prospective buyers;
(e) the issuer understands that acceptance of
the issuer's notice filing does not constitute approval or recommendation by
the director of the securities division of the securities to be issued and
sold;
(f) the promoters and persons
listed in the notice pursuant to Subparagraph (i) of Paragraph (1) of
Subsection B of this section understand the provisions of Section
58-13C-501 of
the New Mexico Uniform Securities Act which states that it is unlawful for a
person, in connection with the offer to sell, sale, offer to purchase or
purchase of a security, directly or indirectly, to employ a device or artifice
to defraud; make an untrue statement of a material fact or to omit to state a
material fact necessary in order to make the statement made, in light of the
circumstances pursuant to which it is made, not misleading; or to engage in an
act, practice or course of business that operates or would operate as a fraud
or deceit upon another person;
(4) the signature and title of the person
authorized to execute the notice of claim of exemption and the date of
execution of the notice.
C. Form D, notice of sale of securities pursuant to Regulation D, shall be used for offerings made in compliance with Rules 504, 505 and 506 of Regulation D of the 1933 Securities Act.
D. Form 202N, notice of claim of exemption under Section 58-13C-202 N, shall be used to give notice of intent to claim the exemption afforded by Section 58-13C-202 N and shall include the following:
(1) general
information regarding the company claiming the exemption with respect to offers
and sales of its securities including:
(a)
name and mailing address of company;
(b) type of entity (corporation, limited
partnership, limited liability company, limited liability partnership or
other);
(c) date and place of
creation (incorporation, organization, filing or date of partnership
agreement);
(d) term of the entity
(if applicable);
(e) purpose or
objective of business;
(f) address
where books and records, stock certificates or capital accounts are kept and by
whom;
(2) information
regarding number of purchasers including:
(a)
estimated number of persons to whom offers will be made in New
Mexico;
(b) number of current
security holders in New Mexico;
(c)
date(s) securities acquired by security holders in New Mexico;
(d) total number of security holders inside
and outside of New Mexico;
(e) date
of issuer's last sale of securities;
(3) information about offering including:
(a) name and address of each person who will
be effecting or attempting to effect sales of securities;
(b) aggregate amount of offering, type of
security ((debt, equity (common); equity (preferred), partnership interests,
membership interests));
(c) minimum
investment that will be accepted from any individual security
purchaser;
(4) copies of
governing instruments including the articles of incorporation, articles of
organization, certificate of limited partnership or other instruments of
creation of the issuer, including all amendments;
(5) representations by the signator
authorized to file the notice of claim of exemption that:
(a) the number of security holders in New
Mexico will not in consequence of any sale made under the exemption afforded by
Section
58-13C-202 N
exceed ten during any twelve months;
(b) sales have been and will be made only to
buyers believed to be purchasing for investment or the issuer reasonably
believes that the securities of the issuer will be held by fifty or fewer
investors following the offering and the aggregate offering does not exceed
$1,000,000 during any twelve consecutive months, and specifying which
alternative;
(c) no commissions or
other remunerations have been, are being, or will be paid or given, directly or
indirectly, for soliciting prospective buyer except to broker-dealers and
agents registered pursuant to the New Mexico Uniform Securities Act;
(d) no news releases, advertisements in
newspapers, radio, television nor any other form of public advertising will be
used in any manner to contact prospective buyers;
(e) no commissions or other remunerations
have been, are being, or will be paid or given, directly or indirectly, for
soliciting prospective buyers except to broker-dealers and agents registered
pursuant to the New Mexico Uniform Securities Act;
(f) the issuer understands that acceptance of
the issuer's notice filing does not constitute approval or recommendation by
the director of the securities division of the securities to be issued and
sold;
(g) the promoters and persons
listed in the notice pursuant to Subparagraph (i) of Paragraph (1) of
Subsection B of this section understand the provisions of Section
58-13C-501 of
the New Mexico Uniform Securities Act which states that it is unlawful for a
person, in connection with the offer to sell, sale, offer to purchase or
purchase of a security, directly or indirectly, to employ a device or artifice
to defraud; make an untrue statement of a material fact or to omit to state a
material fact necessary in order to make the statement made, in light of the
circumstances pursuant to which it is made, not misleading; or to engage in an
act, practice or course of business that operates or would operate as a fraud
or deceit upon another person;
(6) the signature and title of the person
authorized to execute the notice of claim of exemption and the date of
execution of the notice.
E. Notice of transaction, accredited investor exemption, shall be used for offerings of issuers which meet the criteria of 12.11.12.19 NMAC and shall include the following:
(1) general information regarding the company
claiming the exemption including:
(a) name,
mailing address, web site address and telephone number of company;
(b) type of entity (corporation, limited
partnership, limited liability company, limited liability partnership or
other);
(c) date and place of
creation (incorporation, organization, filing or date of partnership
agreement);
(d) identity of
officers and directors, managing members or other individuals acting in a
similar capacity, including names addresses and telephone numbers of
each;
(e) purpose or objective of
business;
(f) address where books
and records, stock certificates or capital accounts are kept and by
whom;
(g) name, address and
telephone number of person who should be contacted about the notice of claim of
exemption;
(2)
information about the offering including:
(a)
description of security ((debt, equity (common); equity (preferred),
convertible, partnership interests, membership interests, other
(specify));
(b) price per
security;
(c) number of securities
to be offered or sold;
(d)
aggregate dollar amount of offering.
(3) description of business and business
address;
(4) name of broker-dealer
who has solicited or intends to solicit purchasers in New Mexico;
(5) representations by issuer that:
(a) sales of securities shall be made only to
accredited investors as defined in
17 C.F.R.
230.501(a);
(b) the issuer is not an issuer in the
development stage that either has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with
an unidentified company or companies, or other entity or person;
(c) the issuer reasonably believes that all
purchasers are purchasing for investment and not with the view to or for sale
in connection with a distribution of the security; any resale of a security
sold in reliance on this exemption within 12 months of sale, except a resale to
an accredited investor or pursuant to a registration statement effective under
applicable state securities laws, shall be presumed to be with a view to
distribution and not for investment; securities issued under this exemption may
only be resold pursuant to registration or an exemption under applicable state
securities laws;
(d) the issuer is
familiar with the conditions that must be satisfied to be entitled to the
accredited investor exemption in New Mexico and understands that the issuer
claiming the availability of this exemption has the burden of establishing that
these conditions have been satisfied;
(e) the signator for the issuer has read this
notification and knows the contents to be true and is duly authorized by the
issuer to sign on the issuer's behalf; and
(6) the signature and title of the person
authorized to execute the notice of claim of exemption and the date of
execution of the notice.
F. Form NF, uniform investment company notice filing, shall be used by investment companies which are required to file notice under the New Mexico Uniform Securities Act.
Disclaimer: These regulations may not be the most recent version. New Mexico may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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