N.M. Code R. § 12.11.8.8

Current through Register Vol. 35, No. 11, June 11, 2024

Section 12.11.8.8 - GENERAL REGISTRATION PROVISIONS

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.

N.M. Code R. § 12.11.8.8

12.11.8.8 NMAC - Rp, 12 NMAC 11.4.1.8, 1-1-2010