Current through Register Vol. 35, No. 18, September 24, 2024
The following provisions shall apply generally to the
registration of securities in New Mexico in addition to any requirements found
elsewhere in the New Mexico Uniform Securities Act or these rules.
A.
Registration statements.
(1) A registration application will not be
considered as filed unless form U-1, uniform application to register
securities, has been properly completed and endorsed, is accompanied by a
filing fee calculated in accordance with Section
58-13C-305
B, and applicable documents specified in form U-1. Checks are to be made
payable to the New Mexico securities division. Fees paid upon the filing of the
registration statement are not refundable.
(2) Issuers may satisfy filing requirements
contained in these rules by filing required documents and fees using an
electronic filing system in such a manner as approved by order of the
director.
B.
Consent to service of process. Applications to register securities shall
be accompanied by a properly prepared and endorsed form U-2, uniform consent to
service of process, and, in the case of corporations, a form U-2A, uniform
corporate resolution. Form U-2 shall specify the director of the New Mexico
securities division as the agent to receive service of process.
C.
Registration effectiveness.
(1) If a registration application seeks to
register only a portion of a larger offering, the application shall be deemed
effective only as to the securities specified to be offered in this
state.
(2) If it appears that a
registration application is incomplete, inaccurate, compromises investor
protection, tends to work a fraud on investors or is in any other way in
violation of the New Mexico Uniform Securities Act, the division may issue a
comment letter. Matters raised in the comment letter may be cause for issuance
of a stop order if not resolved.
D.
Fees for amendments to increase
amount of securities offered.
(1)
Pre-effective amendments increasing the amount of securities to be offered and
sold are subject to additional fees of 1/10 of 1 percent of the amount of the
increase, provided that no additional fee is required if, as a result of the
increase, the total amount registered is less than $525,000.
(2) Pursuant to Section
58-13C-305
J, post-effective amendments registering additional securities become effective
upon filing of the amendment and payment of fees of 3/10 of 1 percent of the
incremental amount of increase. Each increase will be subject to a minimum fee
of $525.00 and maximum of $2,500 unless the maximum fee of $2,500 was
previously paid in connection with such application for registration. If the
maximum fee of $2,500 was previously paid, then no further fee shall be
required.
E.
Confidentiality. Unless a valid claim of privilege or confidentiality is
asserted pursuant to Section
58-13C-607
B(2) of the New Mexico Uniform Securities Act, information contained in
registration applications filed with the division is available for public
inspection.
F.
Amendments.
(1) Amendments to the
application for registration may be made by filing an amended form U-1 plainly
marked "Amendment" at the top of the form and accompanied by a letter
explaining the change.
(2) The
following will require an amended form U-1:
(a) amendments to the name under which the
issuer is doing or intends to do business; amended form U-1 must include the
former and current names and must be accompanied by a fee of $50.00, an amended
form U-2 and, if a corporation, form U-2A;
(b) changes to the location of the issuer's
principal business office and, if the issuer is a foreign or territorial
person, the name and address of its agent in the United States authorized to
receive notice or service of process;
(c) changes to the names and addresses of the
underwriters;
(d) changes to the
names and addresses of the issuer's correspondents; and
(e) changes to the amount of securities to be
registered.
G.
Multiple types of
securities.
(1) A separate application
and fee must be filed for each type of security offered, unless such securities
are sold as units.
(2) In the case
of warrants and rights, the securities purchasable upon exercise shall be
registered together with the warrants and rights. In the case of convertible
securities, only the convertible security itself need be registered if no
further consideration is required for conversion other than the surrender of
the convertible security.
H.
Sequential partnerships.
(1) Limited partnerships offered sequentially
or simultaneously must be registered individually in the name of each specific
partnership and accompanied by the proper fee even if multiple partnerships are
registered in a single registration statement with the security and exchange
commission. If the issuer wishes to avoid the filing of duplicate exhibits for
each partnership within a series, all partnerships to be included within a
series must be identified to the division at the time of the initial
filing.
(2) As subsequent
partnerships are sought to be declared effective, the following must be filed
with the division:
(a) form U-1;
(b) a copy of any supplement or any
post-effective amendment filed with the security and exchange commission; such
supplement or post-effective amendment must detail any material changes in any
exhibit previously filed with the division and must include any additional
exhibits pertaining to a particular partnership within a series that have not
been previously filed;
(c) the
appropriate filing fee; and
(d) in
the absence of any material changes, subsequent partnerships within a series
will be declared effective upon receipt of notice of the offering commencement
date.
I.
Renewal of permits. Permits authorizing the sale of securities
registered by filing, coordination or qualification are effective for one year
from date of issuance. In order to extend the permit, a new application must be
filed on form U-1 together with the latest amendment to the offering document.
All previously filed exhibits may be incorporated by reference. The application
must be accompanied by a new filing fee and must be received by the division no
later than two weeks prior to the expiration of the current permit.
J.
Abandonment and withdrawal of
registration statement. Any registration statement filed by filing,
coordination or qualification shall be considered abandoned and withdrawn if
there is no communication or activity regarding such filing for a period of six
consecutive months. Any registration statement that has been abandoned and
withdrawn may be re-filed by filing anew the appropriate documents and filing
fee.
