Md. Code Regs. 02.02.09.10

Current through Register Vol. 51, No. 24, December 2, 2024

Section 02.02.09.10 - Notice Filing and Fee - Federal Covered Securities under Section18(b)(3) and (b)(4)(A)-(C) of the Securities Act of 1933

A. General.

(1) An issuer that intends to offer or sell federal covered securities under § 18(b)(3) or (b)(4)(A)-(C) of the Securities Act of 1933 shall submit a notice filing unless the securities or transactions would qualify for a self-executing exemption under Corporations and Associations Article, § 11-601 or 11-602, Annotated Code of Maryland.

(2) A notice filing shall be filed with the Commissioner:

(a) At the same time an issuer submits its filing for securities with the SEC; or

(b) If no SEC filing is required, not later than 15 days after the first sale in Maryland.

B. Notice Filing. A notice filing shall consist of:

(1) A copy of each document filed, if any, with the SEC under the Securities Act of 1933 with respect to the offer or sale of federal covered securities under this regulation;

(2) Form U-2 (Uniform Consent to Service of Process);

(3) The date of the first sale of the securities in Maryland;

(4) The name and CRD number, if any, of at least one broker-dealer or issuer agent that will effect transactions in the securities in Maryland; and

(5) The fee required by Corporations and Associations Article, § 11-506, Annotated Code of Maryland.

C. Response to Notice Filing.

(1) Notice to Issuer. Following receipt of a notice filing, the Division shall notify an issuer that its notice filing is:

(a) Effective; or

(b) Incomplete.

(2) Effectiveness. A notice filing is effective in Maryland if:

(a) The notice filing is complete; and

(b) No stop order is in effect and no proceeding is pending under Corporations and Associations Article, §§ 11-503.1 and 11-513, Annotated Code of Maryland.

(3) Incomplete Notice Filing.

(a) Notice of Deficiency.

(i) If a notice filing is incomplete, the Commissioner, before issuing a stop order under Corporations and Associations Article, §§ 11-503.1 and 11-513, Annotated Code of Maryland, shall notify an issuer of the deficiencies in the notice filing that must be corrected in order to complete the notice filing.

(ii) If an issuer cures the deficiencies in its notice filing, the Commissioner shall notify the issuer that the notice filing is effective.

(b) Stop Order.

(i) If an issuer fails to cure the deficiencies in its notice filing within 15 calendar days of notification of the deficiencies, the Commissioner may issue a stop order suspending the offer or sale of the securities in Maryland under Corporations and Associations Article, §§ 11-503.1 and 11-513, Annotated Code of Maryland.

(ii) If, after the Commissioner issues a stop order, the issuer completes the notice filing, the Commissioner may vacate or otherwise modify the stop order and declare the filing effective.

D. Registration Requirement-Nonpayment of Fees. Until October 10, 1999, if a notice filing is incomplete for nonpayment or underpayment of any fees required under §B of this regulation and the deficiency is not remedied within 15 calendar days after notification is sent to an issuer:

(1) The Commissioner may require the issuer to register the securities under Corporations and Associations Article, § 11-503, Annotated Code of Maryland; or

(2) The issuer may establish an exemption for the securities under Corporations and Associations Article, § 11-601 or 11-602, Annotated Code of Maryland.

Md. Code Regs. 02.02.09.10

Regulations .10 adopted effective December 28, 1998 (25:26 Md. R. 1918)