Current through Register Vol. 54, No. 12, March 23, 2024
(a) An issuer who
sells securities for his own account, directly or through an underwriter, in an
offering registered or required to be registered under section 205 or 206 of
the act (70 P.S. §§
1-205
and 1-206) or in an offering
exempt from registration under section 202(e) or 203(d), (p) or (r) of the act
(70
P.S. §§
1-202(e)
and 1-203(d), (p) and (r)) shall
preserve all of the following records during the period of the offering and for
a period of 3 years following the last sale of securities in this Commonwealth
or 1 year after the disposition of all proceeds, whichever is longer:
(1) Ledgers, journals or other records
showing payments received from the sale of securities, including date of
receipt, amount and from whom received; and disbursements of the payments,
including date paid, purpose, amount and to whom made.
(2) A record showing money borrowed and money
loaned together with a record of the collateral for both.
(3) Checkbooks, bank statements, copies of
deposit slips, cancelled checks and bank record reconciliations.
(4) Minute books and stock ledgers, including
stock transfer records.
(5) A copy
of filings with the Department, and related correspondence and
exhibits.
(6) Copies of
communications sent or originated by the issuer pertaining to the offer, sale
or transfer of securities, including subscription agreements, purchase
contracts and confirmations.
(7) A
list of the names and addresses of persons to whom the securities were offered
or sold with all of the following information included:
(i) The type and amount of securities sold to
each.
(ii) The consideration paid
or promised by each.
(iii) The
method of payment, that is, cash, check, property, services, note or
other.
(iv) The name of the
broker-dealer or other persons who represented the issuer in effecting each
sale.
(b)
Except as set forth in paragraph (3), report on sales of securities filing
requirements are as follows:
(1) An issuer
which has an effective registration for the offer and sale of securities in
this Commonwealth under section 206 of the act, except for open-end or
closed-end investment companies, face amount certificate companies or unit
investment trusts, as those persons are classified in the Investment Company
Act of 1940 (15 U.S.C.A.
§§
80a-1-80
a-64), shall file a report on sales of securities with the Department by
completing Parts I and II of Form 209 within 55 days after 1 year from the
effective date of the registration statement filed under section 206 of the
act.
(2) An issuer which is an
open-end or closed-end investment company, face amount certificate company or
unit investment trust, as those persons are classified in the Investment
Company Act of 1940, shall file with the Department an annual report on sales
of securities in this Commonwealth on Form NF adopted by NASAA, or successor
form, within the following time periods:
(i)
120 days after an open-end or closed-end investment company's or face amount
certificate company's fiscal year end.
(ii) 60 days after 1 year from the date the
registration statement relating to the securities sold in this Commonwealth
became effective with the Securities and Exchange Commission with respect to a
unit investment trust.
(3) The following issuers are not required to
file Form 209 or Form NF, or successor form:
(i) Issuers which are open-end or closed-end
investment companies, face amount certificate companies or unit investment
trusts, as those persons are classified in the Investment Company Act of 1940,
that have paid the maximum fee specified in section 602(b.1)(iv) of the act
(70
P.S. §
1-602(b.1)(iv)).
(ii) Issuers with an effective registration
statement for the offer and sale of securities in this Commonwealth under
section 206 of the act which also have an effective registration statement
under section 5 of the Securities Act of 1933 (15 U.S.C.A. §
77e) and have paid the maximum fee specified
in section 602(b.1)(iii) of the act.
(iii) Issuers with an effective registration
statement for the offer and sale of securities in this Commonwealth under
section 206 of the act which also have paid the maximum fee specified in
section 602(b.1)(iii) of the act.
The provisions of this §
209.010 amended under sections
202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205, 206, 207(g), (j.1)
and (n), 209(b), 211(a) and (b), 301, 303, 504, 513, 603(a), 606(d) and 609 of
the Pennsylvania Securities Act of 1972 (70 P.S.
§§
1-202(g) and
(i),
1-203(d), (i.1), (j) and
(n)-(t), 1-204(a), 1-205, 1-206, 1-207(g), (j.1) and (n), 1-209(b), 1-211(a)
and (b), 1-303, 1-504, 1-513, 1-603(a), 1-606(d) and 1-609); sections 4 and
9(b) of the Takeover Disclosure Law (70 P.S. §§
74 and
79(b)); and section 202.C of
the Department of Banking and Securities Code (71 P.S. §
733-202.C).
This section cited in 10 Pa. Code §
203.188 (relating to Cooperative
Business Associations Exemption).
