ARTICLE 3 – REGISTRATION OF SECURITIES AND NOTICE FILING OF FEDERAL COVERED SECURITIES

§301.  SECURITIES REGISTRATION REQUIREMENT.   SEQ CHAPTER \h \r 1It is unlawful for a person to offer or sell a security in this State unless:

(1) the security is a federal covered security;

(2) the security, transaction, or offer is exempted from registration under Sections 201 through 203; or

(3) the security is registered under this [Act].

RCW 21.20.140  Unlawful to offer or sell unregistered securities -- Exceptions.

It is unlawful for any person to offer or sell any security in this state unless: (1) The security is registered by coordination or qualification under this chapter;

(2) the security or transaction is exempted under RCW 21.20.310 or 21.20.320; or

(3) the security is a federal covered security, and, if required, the filing is made and a fee is paid in accordance with RCW 21.20.327.

§ 13.  SECURITIES REGISTRATION REQUIREMENT.  It is unlawful for a person to offer or sell a security in this state unless:

   (1) The security is a federal covered security and, if required, a filing is made and a fee is paid in accordance with section 14 of this act;

   (2) The security, transaction, or offer is exempted from registration under sections 8 through 10 of this act; or

   (3) The security is registered under this chapter.

USA with addition of current language in RCW 21.20.140(3).

§302.  NOTICE FILING.   SEQ CHAPTER \h \r 1(a) [Required filing of records.] With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(2)), that is not otherwise exempt under Sections 201 through 203, a rule adopted or order issued under this [Act] may require the filing of any or all of the following records:

(1) before the initial offer of a federal covered security in this State, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with Section 611 signed by the issuer and the payment of a fee of $[____];

(2) after the initial offer of the federal covered security in this State, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933; and

(3) to the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this State, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee of $[___].

RCW 21.20.327  Required filings -- Consent to service -- Failure to comply -- Rules -- Fees.

(1) The director, by rule or otherwise, may require the filing of any or all of the following documents and the payment of the following fees with respect to a federal covered security under section 18(b)(2) of the Securities Act of 1933:

(a) Prior to the initial offer of such a federal covered security in this state, all documents that are part of the current federal registration statement filed with the U.S. securities and exchange commission under the Securities Act of 1933, together with a consent to service of process signed by the issuer and the fee prescribed by RCW 21.20.340;

(b) After the initial offer of such a federal covered security in this state, all documents that are part of an amendment to a current federal registration statement filed with the U.S. securities and exchange commission under the Securities Act of 1933 and all fees prescribed by RCW 21.20.340; and

(c) An annual or periodic report of the value of such federal covered securities

offered in this state, together with the fee prescribed by RCW 21.20.340.

§ 14.  NOTICE FILING.  tc \l2 "SECTION 302.  NOTICE FILING.

  (1) Notice filings for federal covered securities under Section 18(b)(2) or 18(b)(4)(C) of the Securities Act of 1933.  With respect to a federal covered security, as defined in Section 18(b)(2) or 18(b)(4)(C) of the Securities Act of 1933 (15 U.S.C. Sec. 77r(b)(2) or 77r(b)(4)(C)), that is not otherwise exempt under sections 8 through 10 of this act, a rule adopted or order issued under this chapter may require the filing of any or all of the following records:

    (a) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with section 54 of this act signed by the issuer and the payment of a fee calculated as follows:

        (i) For each offering by a closed-end investment company pursuant to Section 18(b)(2) of the Securities Act of 1933, the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-fortieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during the following twelve-month period; or

        (ii) For every other offering being made pursuant to this subsection, the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during the following twelve-month period;

    (b) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933 and the payment of a fee of ten dollars;

    (c) To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee of ten dollars; and

    (d) To increase the amount of an effective notice filing, the payment of a fee of:

        (i) For a closed-end company offering pursuant to Section 18(b)(2) of the Securities Act of 1933, one-fortieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee; or

        (ii) For every other effective notice filing under this subsection, one-twentieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee.

USA with addition of current WA fee structure. 

Although the retained fee structure is not conducive to the fill-in-the-blank USA approach, the substantive law follows the USA. 

(b) [Notice filing effectiveness and renewal.]  A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission.  On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this [Act] to be filed and by paying a renewal fee of $[ ___].  A previously filed consent to service of process complying with Section 611 may be incorporated by reference in a renewal.  A renewed notice filing becomes effective upon the expiration of the filing being renewed.

§ 14(2). Notice filing effectiveness and renewal.

   (a) A notice filing under subsection (1) of this section is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission.

   (b) A notice filing under subsection (1) of this section may be renewed on or before expiration pursuant to (b)(i) or (ii) of this subsection:

        (i) A closed-end company offering securities pursuant to Section 18(b)(2) of the Securities Act of 1933 may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule or order under this chapter to be filed and by paying a renewal fee of one hundred dollars; or

        (ii) An issuer not subject to (b)(i) of this subsection may renew an initial notice filing for one additional twelve-month period only by paying a renewal fee of fifty dollars.

   (c) A previously filed consent to service of process complying with section 54 of this act may be incorporated by reference in a renewal.

   (d) A renewed notice filing becomes effective upon the expiration of the filing being renewed.

USA with addition of current WA fee structure. 

Although the retained fee structure is not conducive to the fill-in-the-blank USA approach, the substantive law follows the USA.

 SEQ CHAPTER \h \r 1(c) [Notice filings for federal covered securities under Section 18(b)(4)(D).]  With respect to a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933(15 U.S.C. Section 77r(b)(4)(D)), a rule under this [Act] may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with Section 611 signed by the issuer not later than 15 days after the first sale of the federal covered security in this State and the payment of a fee of $[____]; and the payment of a fee of $[___] for any late filing.

(2) With respect to any security that is a federal covered security under section 18(b)(4)(D) of the Securities Act of 1933, the director, by rule or otherwise, may require the issuer to file a notice on SEC Form D, together with a consent to service of process signed by the issuer and the fee prescribed pursuant to RCW 21.20.340, no later than fifteen days after the first sale of such a federal covered security in this state

(3) The director, by rule or otherwise, may require the filing of any document filed with the U.S. securities and exchange commission under the Securities Act of 1933, with respect to a federal covered security under section 18(b) (3) or (4) of the Securities Act of 1933 and/or the payment of the fee prescribed pursuant to RCW 21.20.340.

RCW 21.20.340  Fees

(10)(b) For the filing required by RCW 21.20.327(2), the fee shall be three hundred dollars.

(5)(a) For filing an amended offering circular after the initial registration permit has been granted or pursuant to RCW 21.20.327(1)(b), the fee shall be ten dollars.

(b) For filing a report under RCW 21.20.270(1) or 21.20.327(1)(c), the fee shall be ten dollars.

§ 14(3).  Notice filings for federal covered securities under Section 18(b)(4)(D) of the Securities Act of 1933.  With respect to a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933 (15 U.S.C. Sec. 77r(b)(4)(D)), a rule under this chapter may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with section 54 of this act signed by the issuer, not later than fifteen days after the first sale of the federal covered security in this state and the payment of a fee of three hundred dollars; and the payment of an additional fee of three hundred dollars for any late filing.

            (4) Notice filings for federal covered securities under Section 18(b)(3) of the Securities Act of 1933.  With respect to a security that is a federal covered security under Section 18(b)(3) of the Securities Act of 1933 (15 U.S.C. Sec. 77r(b)(3)), a rule under this chapter may require a notice filing by or on behalf of an issuer.  The rule may require the filing of all records filed with the Securities and Exchange Commission under the Securities Act of 1933 and a consent to service of process complying with section 54 of this act signed by the issuer and the payment of a fee.

USA with addition of notice filings, needed to preserve revenue neutrality, for municipal securities that are federally covered securities under § 18(b)(3) of the Securities Act of 1933.

 SEQ CHAPTER \h \r 1(d)  [Stop orders.] Except with respect to a federal security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Section 77r(b)(1)), if the administrator finds that there is a failure to comply with a notice or fee requirement of this section, the administrator may issue a stop order suspending the offer and sale of a federal covered security in this State.   If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the administrator.

(4) The director may issue a stop order suspending the offer and sale of a federal covered security, except a federal covered security under section 18(b)(1) of the Securities Act of 1933, if the director finds that there is a failure to comply with any requirement established under this section.

§ 14(5).  Stop orders.  Except with respect to a federal covered security under Section 18(b)(1) of the Securities Act of 1933 (15 U.S.C. Sec. 77r(b)(1)), if the director finds that there is a failure to comply with a notice or fee requirement of this section, the director may issue a stop order suspending the offer and sale of a federal covered security in this state.  If the deficiency is corrected, the stop order is vacated as of the time the deficiency is corrected and no penalty may be imposed by the director.

USA

(5) The director, by rule or otherwise, may waive any or all of the provisions of this section.

USA (RCW eliminated as unnecessary in light of USA § 307, below).

§303.  SECURITIES REGISTRATION BY COORDINATION.   SEQ CHAPTER \h \r 1(a) [Registration permitted.]  A security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination under this section.

RCW 21.20.180  Registration by coordination -- Requirements -- Statement, contents.

Any security for which a registration statement has been filed under the securities act of 1933 or any securities for which filings have been made pursuant to regulation A pursuant to subsection (b) of Sec. 3 of the securities act in connection with the same offering may be registered by coordination.

§ 15.  SECURITIES REGISTRATION BY COORDINATION.  (1) Registration permitted.  A security for which a registration statement has been filed under the Securities Act of 1933, or a security for which an offering statement has been filed under regulation A pursuant to subsection (b) of Section 3 of the Securities Act of 1933, in connection with the same offering may be registered by coordination under this section.

USA with addition of current practice of allowing federal Regulation A offerings to register by coordination.

 SEQ CHAPTER \h \r 1(b) [Required records.]  A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in Section 305 and a consent to service of process complying with Section 611:

(1) a copy of the latest form of prospectus filed under the Securities Act of 1933;

(2) a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this [Act];

(3) copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the administrator; and

(4) an undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission.

A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in RCW 21.20.340 and, if required under RCW 21.20.330, a consent to service of process meeting the requirements of that section:

(1) One copy of the prospectus, offering circular and/or letters of notification, filed under the securities act of 1933 together with all amendments thereto;

(2) The amount of securities to be offered in this state;

(3) The states in which a registration statement or similar document in connection with the offering has been or is expected to be filed;

(4) Any adverse order, judgment or decree previously entered in connection with the offering by any court or the securities and exchange commission;

(5) If the director, by rule or otherwise, requires a copy of the articles of incorporation and bylaws (or their substantial equivalents) currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security;

(6) If the director requests, any other information, or copies of any other documents, filed under the securities act of 1933;

(7) An undertaking to forward promptly all amendments to the federal registration statement, offering circular and/or letters of notification, other than an amendment which merely delays the effective date; and

(8) If the aggregate sales price of the offering exceeds one million dollars, audited financial statements and other financial information prepared as to form and content under rules adopted by the director.

§ 15(2).  Required records.  A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in section 17 of this act and a consent to service of process complying with section 54 of this act:

    (a) A copy of the latest form of prospectus or offering circular filed under the Securities Act of 1933;

    (b) A copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this chapter;

    (c) Copies of any other information or any other records filed by the issuer under the Securities Act of 1933 requested by the director;

    (d) An undertaking to forward each amendment to the federal prospectus or offering circular, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the Securities and Exchange Commission; and

(e) If the aggregate sales price of the offering exceeds one million dollars, audited financial statements and other financial information prepared as to form and content under rules adopted by the director.

USA with addition of current RCW 21.20.180(8), which requires audited financial statements for offerings > $1 million.  This is necessary in order to allow Regulation A offerings to register by coordination.  References to “offering circular” or “offering statement” are intended to reference Reg A offering materials.

 SEQ CHAPTER \h \r 1(c) [Conditions for effectiveness of registration statement.]  A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:

(1) a stop order under subsection (d) or Section 306 or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under Section 306; and

(2) the registration statement has been on file for at least 20 days or a shorter period provided by rule adopted or order issued under this [Act].

RCW 21.20.190  Time of taking effect of registration statement by coordination -- Conditions -- "Price amendment", notification.

A registration statement by coordination under RCW 21.20.180 automatically becomes effective at the moment the federal registration statement or other filing becomes effective if all the following conditions are satisfied:

(1) No stop order is in effect and no proceeding is pending under RCW 21.20.280 and 21.20.300;

(2) The registration statement has been on file with the director for at least ten full business days; and

(3) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or such shorter period as the director permits by rule or otherwise and the offering is made within those limitations.

§ 15(3).  Conditions for effectiveness of registration statement.  A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement or offering statement when all the following conditions are satisfied:

    (a) A stop order under subsection (4) of this section or section 18 of this act or issued by the Securities and Exchange Commission is not in effect and a proceeding is not pending against the issuer under section 18 of this act;

    (b) The registration statement or offering circular has been on file for at least twenty days or a shorter period provided by rule adopted or order issued under this chapter; and

(c) The applicant or registrant has not requested that effectiveness be delayed.

USA with addition of language allowing an applicant to request a delay in effectiveness similar to USA § 16(3)(c) (registration by qualification) and current practice.

 SEQ CHAPTER \h \r 1(d) [Notice of federal registration statement effectiveness.]  The registrant shall promptly notify the administrator in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment.  If the notice is not timely received, the administrator may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The administrator shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record.  If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance. 

RCW 21.20.190 (continued)

The registrant shall promptly notify the director or such person as the director may by rule or order designate by facsimile, electronic transmission, or telegram of the date and time when the federal registration statement or other filing became effective and the content of the price amendment, if any, and shall promptly file a post-effective amendment containing the information and documents in the price amendment. "Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

RCW 21.20.200  Failure to notify of price amendment, proof of compliance -- Stop order -- Waiver of certain conditions.

Upon failure to receive the required notification and post-effective amendment with respect to the price amendment referred to in RCW 21.20.190, the director may enter a stop order, without notice of hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with RCW 21.20.190, if the director promptly notified the registrant by telephone, facsimile, or electronic transmission (and promptly confirms by letter or facsimile when the director notifies by telephone) of the issuance of the order. If the registrant proves compliance with the requirements as to notice and post-effective amendment, the stop order is void as of the time of its entry. The director may by rule or otherwise waive either or both of the conditions specified in RCW 21.20.190(2) and (3).

§ 15(4).  Notice of federal registration statement or offering statement effectiveness.  The registrant shall promptly notify the director in a record of the date when the federal registration statement or offering statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment.  If the notice is not timely received, the director may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section.  The director shall promptly notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm this notice by a record.  If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.

USA

 SEQ CHAPTER \h \r 1(e) [Effectiveness of registration statement.]  If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the administrator, the registration statement is automatically effective under this [Act] when all the conditions are satisfied or waived.  If the registrant notifies the administrator of the date when the federal registration statement is expected to become effective, the administrator shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the administrator intends the institution of a proceeding under Section 306.  The notice by the administrator does not preclude the institution of such a proceeding.

RCW 21.20.200 (continued)

If the federal registration statement or other filing becomes effective before all these conditions are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the director of the date when the federal registration statement or other filing is expected to become effective the director shall promptly advise the registrant by telephone, electronic transmission, or facsimile, at the registrant's expense, whether all the conditions are satisfied and whether the director then contemplates the institution of a proceeding under RCW 21.20.280 and 21.20.300; but this advice by the director does not preclude the institution of such a proceeding at any time.

§ 15(5).  Effectiveness of registration statement.  If the federal registration statement or offering statement becomes effective before each of the conditions in this section is satisfied or is waived by the director, the registration statement is automatically effective under this chapter when all the conditions are satisfied or waived.  If the registrant notifies the director of the date when the federal registration statement or offering statement is expected to become effective, the director shall promptly notify the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a record, indicating whether all the conditions are satisfied or waived and whether the director intends the institution of a proceeding under section 18 of this act.  The notice by the director does not preclude the institution of such a proceeding.

USA

§304.  SECURITIES REGISTRATION BY QUALIFICATION.   SEQ CHAPTER \h \r 1(a) [Registration permitted.]   A security may be registered by qualification under this section.

RCW 21.20.210  Registration by qualification -- Statements -- Requirements -- Audits.

Any security may be registered by qualification.

§ 16(1).  SECURITIES REGISTRATION BY QUALIFICATION.  (1) Registration permitted.  A security may be registered by qualification under this section.

USA

 SEQ CHAPTER \h \r 1(b) [Required records.]   A registration statement under this section must contain the information or records specified in Section 305, a consent to service of process complying with Section 611, and, if required by rule adopted under this [Act], the following information or records:

RCW 21.20.210 (continued)  A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to payment of the registration fee prescribed in RCW 21.20.340, and, if required under RCW 21.20.330, a consent to service of process meeting the requirements of that section: 

§ 16(2).  Required records.  A registration statement under this section must contain the information or records specified in section 17 of this act, a consent to service of process complying with section 54 of this act, and the following information or records:

USA less the phrase “if required by rule,” consistent with current law.

(1) with respect to the issuer and any significant subsidiary, its name, address, and form of organization; the State or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(1) With respect to the issuer and any significant subsidiary: Its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; and a description of its physical properties and equipment.

16(2)(a).  With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

USA

(2) with respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person’s name, address, and principal occupation for the previous five years; the amount of securities of the issuer held by the person as of the 30th day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected;

(2) With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions: His or her name, address, and principal occupation for the past five years; the amount of securities of the issuer held by him or her as of a specified date within ninety days of the filing of the registration statement . . .;

§ 16(2)(b).  With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected;

USA

(3) with respect to persons covered by paragraph (2), the aggregate sum of the remuneration paid to those persons during the previous 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer;

RCW 21.20.210(2), continued from above:  . . . the remuneration paid to all such persons in the aggregate during the past twelve months, and estimated to be paid during the next twelve months, directly or indirectly, by the issuer (together with all predecessors, parents and subsidiaries))

16(2)(c).  With respect to persons covered by (b) of this subsection, the aggregate sum of the remuneration paid to those persons during the previous twelve months and estimated to be paid during the next twelve months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer;

USA

(4) with respect to a person owning of record or owning beneficially, if known, 10 percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) other than the person’s occupation;

(3) With respect to any person not named in RCW 21.20.210(2), owning of record, or beneficially if known, ten percent or more of the outstanding shares of any class of equity security of the issuer: The information specified in RCW 21.20.210(2) other than his or her occupation.

§ 16(2)(d).  With respect to a person owning of record or owning beneficially, if known, ten percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in (b) of this subsection, other than the person's occupation;

USA

(5) with respect to a promoter, if the issuer was organized within the previous three years, the information or records specified in paragraph (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;

(4) With respect to every promoter, not named in RCW 21.20.210(2), if the issuer was organized within the past three years: The information specified in RCW 21.20.210(2), any amount paid to that person by the issuer within that period or intended to be paid to that person, and the consideration for any such payment.

§ 16(2)(e).  With respect to a promoter, if the issuer was organized within the previous three years, the information or records specified in (b) of this subsection, any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;

USA

 (6) with respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person’s name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three years or proposed to be effected; and a statement of the reasons for making the offering;

§ 16(2)(f).  With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three years or proposed to be effected; and a statement of the reasons for making the offering;

USA

(7) the capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two years or is obligated to issue its securities;

(5) The capitalization and long-term debt (on both a current and a pro forma basis) of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration (whether in the form of cash, physical assets, services, patents, goodwill, or anything else) for which the issuer or any subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities.

§ 16(2)(g).  The capitalization and long-term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two years or is obligated to issue its securities;

USA

(8) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders’ fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder’s fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter; 

(6) The kind and amount of securities to be offered; the amount to be offered in this state; the proposed offering price and any variation therefrom at which any portion of the offering is to be made to any persons except as underwriting and selling discounts and commissions; the estimated aggregate underwriting and selling discounts or commissions and finders' fees (including separately cash, securities, or anything else of value to accrue to the underwriters in connection with the offering); the estimated amounts of other selling expenses, and legal, engineering, and accounting expenses to be incurred by the issuer in connection with the offering; the name and address of every underwriter and every recipient of a finders' fee; a copy of any underwriting or selling group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter.

§ 16(2)(h).  The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;

USA

(9) the estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

(7) The estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated, and the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise than in the ordinary course of business, the names and addresses of the vendors and the purchase price.

§ 16(2)(i).  The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

USA

(10) a description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (2), (4), (5), (6), or (8) and by any person that holds or will hold 10 percent or more in the aggregate of those options;

(8) A description of any stock options or other security options outstanding, or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in RCW 21.20.210(2), (3), (4), (5) or (7) and by any person who holds or will hold ten percent or more in the aggregate of any such options.

§ 16(2)(j).  A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in (b), (d) through (f), or (h) of this subsection and by any person that holds or will hold ten percent or more in the aggregate of those options;

USA

(11) the dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two years, and a copy of the contract;

§ 16(2)(k).  The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two years, and a copy of the contract;

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(12) a description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities;

§ 16(2)(l).  A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities;

USA

(13) a copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with Section 202(17)(B);

(11) A copy of any prospectus or circular intended as of the effective date to be used in connection with the offering.

§ 16(2)(m).  A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with section 9(17)(b) of this act;

USA

(14) a specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer’s articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;

(12) A specimen or copy of the security being registered; a copy of the issuer's articles of incorporation and bylaws, as currently in effect; and a copy of any indenture or other instrument covering the security to be registered

§ 16(2)(n).  A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;

USA

(15) a signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;

(13) A signed or conformed copy of an opinion of counsel, if available, as to the legality of the security being registered.

§ 16(2)(o).  A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;

USA

(16) a signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement;

(15) The written consent of any accountant, engineer, appraiser, attorney, or any person whose profession gives authority to a statement made by him or her, who is named as having prepared or audited any part of the registration statement or is named as having prepared or audited a report or valuation for use in connection with the registration statement.

§ 16(2)(p).  A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement;

USA

(17) a balance sheet of the issuer as of a date within four months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer’s and any predecessor’s existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and

(14)(a) The following financial statements:

(i)(A) Balance sheets as of the end of each of the three most recent fiscal years; and, if the date of the most recent fiscal year end is more than four months prior to the date of filing, (B) a balance sheet of the issuer as of a date within four months prior to the filing of the registration statement.

(ii)(A) Statements of income, shareholders' equity, and cash flows for each of the three fiscal years preceding the date of the latest balance sheet or for the period of the issuer's and any predecessor's existence if less than three years and (B) statements of income, shareholders' equity, and cash flows for any period between the close of the last fiscal year and the date of the latest balance sheet.

(iii) If any part of the proceeds of the offering is to be applied to the purchase of any business whose annual sales or revenues are in excess of fifteen percent of the registrant's sales or revenues or involves acquisition of assets in excess of fifteen percent of the registrant's assets, except as specifically exempted by the director, financial statements shall be filed which would be required if that business were the registrant.

(b)(i) If the estimated proceeds to be received from the offering, together with the proceeds from securities registered under this section during the year preceding the date of the filing of this registration statement, exceed one million dollars, the balance sheet specified in (a)(i)(A) of this subsection as of the end of the last fiscal year and the related financial statements specified in (a)(ii)(A) of this subsection for the last fiscal year shall be audited.

(ii) If such proceeds exceed one million dollars but are not more than five million dollars, the balance sheet specified in (a)(i)(A) of this subsection as of the end of the most recent fiscal year and the financial statements specified in (a)(ii)(A) of this subsection for the last fiscal year shall be audited.

(iii) If such proceeds exceed five million dollars but are not more than twenty-five million dollars, the balance sheets specified in (a)(i)(A) of this subsection as of the end of the last two fiscal years and the related financial statements specified in (a)(ii)(A) of this subsection for the last two fiscal years shall be audited.

(iv) If such proceeds exceed twenty-five million dollars, the balance sheets specified in (a)(i)(A) of this subsection and the related financial statements specified in (a)(ii)(A) of this subsection for the last three fiscal years shall be audited.

(c) The financial statements of this subsection and such other financial information as may be prescribed by the director shall be prepared as to form and content in accordance with generally accepted accounting principles and with the rules prescribed by the director, and when applicable, shall be audited by an independent certified public accountant who is registered and in good standing as a certified public accountant under the laws of the place of his or her residence or principal office and who is not an employee, officer, or member of the board of directors of the issuer or a holder of the securities of the issuer. An audit report of such independent certified public accountant shall be based upon an audit made in accordance with generally accepted auditing standards. The audit report shall have no limitations on its scope unless expressly authorized in writing by the director. The director may also verify such statements by examining the issuer's books and records.

§ 16(2)(q).  (i) A balance sheet of the issuer as of a date within four months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant;

    (ii)(A) If the estimated proceeds to be received from the offering, together with the proceeds from securities registered under this section during the year preceding the date of the filing of this registration statement, exceed one million dollars, but are not more than five million dollars, the balance sheet specified as of the end of the last fiscal year and the related financial statements for the last fiscal year specified in (q)(i) of this subsection shall be audited;

        (B) If such proceeds exceed five million dollars but are not more than twenty-five million dollars, the balance sheets as of the end of the last two fiscal years and the related financial statements for the last two fiscal years specified in (q)(i) of this subsection shall be audited;

        (C) If such proceeds exceed twenty-five million dollars, the balance sheets and related financial statements specified in (q)(i) of this subsection for the last three fiscal years shall be audited; and

   (iii) The financial statements of this subsection and such other financial information as may be prescribed by the director shall be prepared as to form and content in accordance with generally accepted accounting principles and with the rules prescribed by the director, and when applicable, shall be audited by an independent certified public accountant who is registered and in good standing as a certified public accountant under the laws of the place of his or her residence or principal office and who is not an employee, officer, or member of the board of directors of the issuer or a holder of the securities of the issuer.  An audit report of such independent certified public accountant shall be based upon an audit made in accordance with generally accepted auditing standards.  The audit report shall have no limitations on its scope unless expressly authorized in a record by the director.  The director may also verify such statements by examining the issuer's books and records; and

USA plus additional language retaining current RCW 21.20.210(14) concerning financial statements.

(9) The states in which a registration statement or similar document in connection with the offering has been or is expected to be filed.

USA, which addresses this in Section 305(c)(2).

(10) Any adverse order, judgment, or decree previously entered in connection with the offering by any court or the securities and exchange commission; a description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets (including any such litigation or proceeding known to be contemplated by governmental authorities).

USA, which addresses this in 305(c)(3).

(18) any additional information or records required by rule adopted or order issued under this [Act].

§ 16(2)(r).  Any additional information or records required by rule adopted or order issued under this chapter.

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 SEQ CHAPTER \h \r 1(c) [Conditions for effectiveness of registration statement.]  A registration statement under this section becomes effective 30 days, or any shorter period provided by rule adopted or order issued under this [Act], after the date the registration statement or the last amendment other than a price amendment is filed, if:

(1) a stop order is not in effect and a proceeding is not pending under Section 306;

(2) the administrator has not issued an order under Section 306 delaying effectiveness; or

(3) the applicant or registrant has not requested that effectiveness be delayed.

RCW 21.20.230  Time of taking effect of registration statement by qualification -- Conditions.

A registration statement by qualification under RCW 21.20.210 becomes effective if no stop order is in effect and no proceeding is pending under RCW 21.20.280 and 21.20.300, at three o'clock Pacific standard time in the afternoon of the fifteenth full business day after the filing of the registration statement or the last amendment, or at such earlier time as the director determines.

§ 16(3).  Conditions for effectiveness of registration statement.  A registration statement under this section becomes effective thirty days, or any shorter period provided by rule adopted or order issued under this chapter, after the date the registration statement or the last amendment other than a price amendment is filed, if:

     (a) A stop order is not in effect and a proceeding is not pending under section 18 of this act;

     (b) The director has not issued an order under section 18 of this act delaying effectiveness; or

(c) The applicant or registrant has not requested that effectiveness be delayed.

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 SEQ CHAPTER \h \r 1(d) [Delay of effectiveness of registration statement.]  The administrator may delay effectiveness once for not more than 90 days if the administrator determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination.  The administrator may also delay effectiveness for a further period of not more than 30 days if the administrator determines that the delay is necessary or appropriate.

§ 16(4).  Delay of effectiveness of registration statement.  The director may delay effectiveness once for not more than ninety days if the director determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination.  The director may also delay effectiveness for a further period of not more than thirty days if the director determines that the delay is necessary or appropriate.

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 SEQ CHAPTER \h \r 1(e) [Prospectus distribution may be required.]   A rule adopted or order issued under this [Act] may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:

(1) the first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

(2) the confirmation of a sale made by or for the account of the person;

(3) payment pursuant to such a sale; or

(4) delivery of the security pursuant to such a sale.

The director may require as a condition of registration under this section that a prospectus containing any information necessary for complete disclosure of any material fact relating to the security offering be sent or given to each person to whom an offer is made before or concurrently with

(1) the first written offer made to him or her (other than by means of a public advertisement) by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him or her as a participant in the distribution,

(2) the confirmation of any sale made by or for the account of any such person,

(3) payment pursuant to any such sale, or

(4) delivery of the security pursuant to any such sale, whichever first occurs; but the director may accept for use under any such requirement a current prospectus or offering circular regarding the same securities filed under the Securities Act of 1933 or regulations thereunder.

§ 16(5).  Prospectus distribution may be required.  A rule adopted or order issued under this chapter may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (2) of this section be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:

     (a) The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

     (b) The confirmation of a sale made by or for the account of the person;

     (c) Payment pursuant to such a sale; or

     (d) Delivery of the security pursuant to such a sale.

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§305.  SECURITIES REGISTRATION FILINGS.   SEQ CHAPTER \h \r 1(a) [Who may file.]  A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this [Act].

RCW 21.20.240  Registration statements -- Generally.

A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. The director may by rule or otherwise permit the omission of any item of information or document from any registration statement.

§ 17.  SECURITIES REGISTRATION FILINGS. 

    (1). Who may file.  A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter.

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 SEQ CHAPTER \h \r 1(b) [Filing fee.]  A person filing a registration statement shall pay a filing fee of $[___].  If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under Section 306, the administrator shall retain $[___] of the fee.

RCW 21.20.340  Fees -- Disposition.

The following fees shall be paid in advance under the provisions of this chapter:

(1)(a) For registration of securities by qualification, the fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered during that year: PROVIDED, HOWEVER, That an issuer may upon the payment of a fifty-dollar fee renew for one additional twelve-month period only the unsold portion for which the registration fee has been paid.

(b) For the offer of a federal covered security that (i) is an exempt security pursuant to section 3(2) of the Securities Act of 1933, and (ii) would not qualify for the exemption or a discretionary order of exemption pursuant to RCW 21.20.310(1), the fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered during that year: PROVIDED, HOWEVER, That an issuer may upon the payment of a fifty-dollar fee renew for one additional twelve-month period only the unsold portion for which the filing fee has been paid.

(2)(a) For registration by coordination of securities issued by an investment company, other than a closed-end company, as those terms are defined in the Investment Company Act of 1940, the fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during that year: PROVIDED, HOWEVER, That an issuer may upon the payment of a fifty-dollar fee renew for one additional twelve-month period the unsold portion for which the registration fee has been paid.

(b) For each offering by an investment company, other than a closed-end company, as those terms are defined in the Investment Company Act of 1940, making a notice filing pursuant to RCW 21.20.327(1), the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during that year. The amount offered in this state during the year may be increased by paying one-twentieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee: PROVIDED, HOWEVER, That an issuer may upon the payment of a fifty-dollar fee renew for one additional twelve-month period the unsold portion for which the filing fee has been paid.

(3)(a) For registration by coordination of securities not covered by subsection (2) of this section, the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-fortieth of one percent for any excess over one hundred thousand dollars for the first twelve-month period plus one hundred dollars for each additional twelve months in which the same offering is continued. The amount offered in this state during the year may be increased by paying one-fortieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee.

(b) For each offering by a closed-end investment company, making a notice filing pursuant to RCW 21.20.327(1), the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-fortieth of one percent for any excess over one hundred thousand dollars for the first twelve-month period plus one hundred dollars for each additional twelve months in which the same offering is continued. The amount offered in this state during the year may be increased by paying one-fortieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee.

§ 17(2).  Filing fee.  (a) A person filing a registration statement shall pay a filing fee calculated as follows:

        (i) For an offering pursuant to section 15 of this act, the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-fortieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during the following twelve-month period; and

         (ii) For an offering pursuant to section 16 of this act, the initial filing fee shall be one hundred dollars for the first one hundred thousand dollars of initial issue, or portion thereof in this state, based on offering price, plus one-twentieth of one percent for any excess over one hundred thousand dollars which are to be offered in this state during the following twelve-month period.

    (b) If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under section 18 of this act, the director shall retain the fee.

USA with additional language to retain current fee structure.

 SEQ CHAPTER \h \r 1(c) [Status of offering.]  A registration statement filed under Section 303 or 304 must specify:

(1) the amount of securities to be offered in this State;

(2) the States in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) any adverse order, judgment, or decree issued in connection with the offering by a State securities regulator, the Securities and Exchange Commission, or a court.

§ 17(3).  Status of offering.  A registration statement filed under section 15 or 16 of this act must specify:

   (a) The amount of securities to be offered in this state;

   (b) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

   (c) Any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

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 SEQ CHAPTER \h \r 1(d) [Incorporation by reference.]  A record filed under this [Act] or the predecessor act within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

§ 17(4).  Incorporation by reference.  A record filed under this chapter or chapter 21.20 RCW within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

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 SEQ CHAPTER \h \r 1(e) [Nonissuer distribution.]  In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or Section 304, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

RCW 21.20.220  Information not required when nonissuer distribution.

In the case of a nonissuer distribution, information may not be required under RCW 21.20.210 unless it is known to the person filing the registration statement or to the persons on whose behalf the distribution is to be made, or can be furnished by them without unreasonable effort or expense.

§ 17(5).  Nonissuer distribution.  In the case of a nonissuer distribution, information or a record may not be required under subsection (9) of this section or section 16 of this act, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

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 SEQ CHAPTER \h \r 1(f) [Escrow and impoundment.] A rule adopted or order issued under this [Act] may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this State be impounded until the issuer receives a specified amount from the sale of the security either in this State or elsewhere.   The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this [Act], but the administrator may not reject a depository institution solely because of its location in another State.

RCW 21.20.250  Registration by qualification or coordination -- Escrow -- Impounding proceeds.

The director may by rule or order require as a condition of registration by qualification or coordination (1) that any security issued within the past three years or to be issued to a promoter for a consideration substantially different from the public offering price, or to any person for a consideration other than cash, be deposited in escrow; and (2) that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The director may by rule or order determine the conditions of any escrow or impounding required hereunder but the director may not reject a depository solely because of location in another state.

§ 17(6).  Escrow and impoundment.  A rule adopted or order issued under this chapter may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere.  The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this chapter, but the director may not reject a depository institution solely because of its location in another state.

USA

 SEQ CHAPTER \h \r 1(g) [Form of subscription.] A rule adopted or order issued under this [Act] may require as a condition of registration that a security registered under this [Act] be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this [Act] or preserved for a period specified by the rule or order, which may not be longer than five years.

§ 17(7).  Form of subscription.  A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five years.

USA

 SEQ CHAPTER \h \r 1(h) [Effective period.]  Except while a stop order is in effect under Section 306, a registration statement is effective for one year after its effective date, or for any longer period designated in an order under this [Act] during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution.  For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this [Act] are considered to be registered while the registration statement is effective.  If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date.  A registration statement may be withdrawn only with the approval of the administrator.

RCW 21.20.260  Registration by coordination or qualification -- Offer and sale -- Duration of effectiveness.

When securities are registered by coordination or qualification, they may be offered and sold by the issuer, any other person on whose behalf they are registered or by any registered broker-dealer or any person acting within the exemption provided in RCW 21.20.040. Every registration shall remain effective until its expiration date or until revoked by the director or until terminated upon request of the registrant with the consent of the director. All outstanding securities of the same class as a registered security are considered to be registered for the purpose of any nonissuer transaction

§ 17(8).  Effective period.  Except while a stop order is in effect under section 18 of this act, a registration statement is effective for one year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution.  For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective.  If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date.  A registration statement may be withdrawn only with the approval of the director.

USA

 SEQ CHAPTER \h \r 1(i) [Periodic reports.] While a registration statement is effective, a rule adopted or order issued under this [Act] may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering. 

RCW 21.20.270  Reports by filer of statement -- Annual financial statements.

(1) The director may require the person who filed the registration statement to file reports, not more often than quarterly to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering with respect to registered securities which (a) are issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust as those terms are defined in the investment company act of 1940, or (b) are being offered and sold directly by or for the account of the issuer.

(2) During the period of public offering of securities registered under the provisions of this chapter by qualification financial data or statements corresponding to those required under the provisions of RCW 21.20.210 and to the issuer's fiscal year shall be filed with the director annually, not more than one hundred twenty days after the end of each such year. Such statements at the discretion of the director or administrator shall be certified by a certified public accountant who is not an employee of the issuer, and the director may verify them by examining the issuer's books and records. The certificate of such independent certified public accountant shall be based upon an audit of not less in scope or procedures followed than that which independent public accountants would ordinarily make for the purpose of presenting comprehensive and dependable financial statements, and shall contain such information as the director may prescribe, by rules in the public interest or for the protection of investors, as to the nature and scope of the audit and the findings and opinions of the accountants. Each such report shall state that such independent certified public accountant has verified securities owned, either by actual examination, or by receipt of a certificate from the custodian, as the director may prescribe by rules.

RCW 21.20.340 Fees.

(4) For filing annual financial statements, the fee shall be twenty-five dollars.

(5)(a) For filing an amended offering circular after the initial registration permit has been granted or pursuant to RCW 21.20.327(1)(b), the fee shall be ten dollars.

(b) For filing a report under RCW 21.20.270(1) or 21.20.327(1)(c), the fee shall be ten dollars.

§ 17(9).  Periodic reports.  While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

USA

 SEQ CHAPTER \h \r 1(j) [Posteffective amendments.]  A registration statement may be amended after its effective date.  The posteffective amendment becomes effective when the administrator so orders.  If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee of $[__].  A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed and the additional registration fee is paid.

RCW 21.20.340 Fees.

(4) For filing annual financial statements, the fee shall be twenty-five dollars.

(5)(a) For filing an amended offering circular after the initial registration permit has been granted or pursuant to RCW 21.20.327(1)(b), the fee shall be ten dollars.

(b) For filing a report under RCW 21.20.270(1) or 21.20.327(1)(c), the fee shall be ten dollars.

§ 17(10).  Posteffective amendments.  (a) A registration statement may be amended after its effective date.  The posteffective amendment becomes effective when the director so orders.

    (b) The person filing the posteffective amendment shall pay a filing fee of ten dollars.

    (c) If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay, in addition to the filing fee required by (b) of this subsection, a registration fee of:

(i) For an offering registered pursuant to section 15 of this act, one-fortieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee; or

(ii) For an offering registered pursuant to section 16 of this act, one-twentieth of one percent of the desired increase, based on offering price, prior to the sale of securities to be covered by the fee.

(d) The director, in his or her discretion, may make effective a posteffective amendment to register securities that have been sold in excess of the amount registered, and may require the person filing the amendment to pay, in addition to the filing fee required by (b) of this subsection, a registration fee of three times the fee prescribed by (c) of this subsection.

(e) A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one year after the date of the sale, the amendment is filed, the additional registration fee is paid, and the director so orders.

USA with additional language to retain current fee structure.  New subsection (10)(d) gives the director discretionary authority to accept late filings and to impose a late filing fee.  (10)(e) modifies USA language by making “relation back” subject an order by the director consistent with (10)(a).

§306.  DENIAL, SUSPENSION, AND REVOCATION OF SECURITIES REGISTRATION.  SEQ CHAPTER \h \r 1(a)  [Stop orders.] The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that:

RCW 21.20.280  Stop orders -- Grounds.

The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if the director finds that the order is in the public interest and that:

§ 18.  DENIAL, SUSPENSION, AND REVOCATION OF SECURITIES REGISTRATION. 

   (1) Stop orders.  The director may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the director finds that the order is in the public interest and that:

USA

             SEQ CHAPTER \h \r 1(1) the registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under Section 305(j) as of its effective date, or a report under Section 305(i), is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(1) The registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;

§ 18(1)(a).  The registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under section 17(10) of this act as of its effective date, or a report under section 17(9) of this act, is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;

USA

 SEQ CHAPTER \h \r 1(2) this [Act] or a rule adopted or order issued under this [Act] or a condition imposed under this [Act] has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

(2) Any provision of this chapter or any rule, order, or condition lawfully imposed under this chapter has been wilfully violated, in connection with the offering by (a) the person filing the registration statement, (b) the issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer, or (c) any underwriter;

§ 18(1)(b).  This chapter or a rule adopted or order issued under this chapter or a condition imposed under this chapter has been willfully violated, in connection with the offering, by the person filing the registration statement; by the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function; a promoter of the issuer; or a person directly or indirectly controlling or controlled by the issuer; but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or by an underwriter;

USA

(3) the security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this [Act] applicable to the offering, but the administrator may not institute a proceeding against an effective registration statement under this paragraph more than one year after the date of the order or injunction on which it is based, and the administrator may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another State unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

(3) The security registered or sought to be registered is the subject of a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or state act applicable to the offering; but (a) the director may not institute a proceeding against an effective registration statement under this clause more than one year from the date of the injunction relied on, and (b) the director may not enter an order under this clause on the basis of an injunction entered under any other state act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section;

§ 18(1)(c).  The security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this chapter applicable to the offering, but the director may not institute a proceeding against an effective registration statement under this subsection (1)(c) more than one year after the date of the order or injunction on which it is based, and the director may not issue an order under this subsection (1)(c) on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;

USA

(4) the issuer’s enterprise or method of business includes or would include activities that are unlawful where performed;

(4) The issuer's enterprise or method of business includes or would include activities which are illegal where performed;

§ 18(1)(d).  The issuer's enterprise or method of business includes or would include activities that are unlawful where performed;

USA

(5) with respect to a security sought to be registered under Section 303, there has been a failure to comply with the undertaking required by Section 303(b)(4);

(6) When a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by RCW 21.20.180(7), or

§ 18(1)(e).  With respect to a security sought to be registered under section 15 of this act, there has been a failure to comply with the undertaking required by section 15(2)(d) of this act;

USA

(6) the applicant or registrant has not paid the filing fee, but the administrator shall void the order if the deficiency is corrected; or

(7) The applicant or registrant has failed to pay the proper registration fee; but the director may enter only a denial order under this subsection and shall vacate any such order when the deficiency has been corrected;

§ 18(1)(f).  The applicant or registrant has not paid the filing fee, but the director shall vacate the order if the deficiency is corrected; or

USA

(7) the offering:

(A) will work or tend to work a fraud upon purchasers or would so operate; [or]

(B) Has been or would be made with unreasonable amounts of underwriters’ and sellers’ discounts, commissions, or other compensation, or promoters’ profits or participations, or unreasonable amounts or kinds of options [; or

(C) is being made on terms that are unfair, unjust, or inequitable].

(8) The offering has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or compensation or promoters' profits or participation, or unreasonable amounts or kinds of options.

§ 18(1)(g).  The offering:

    (i) Will work or tend to work a fraud upon purchasers or would so operate; or

    (ii) Has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options.

USA

(b) [Enforcement of subsection (a)(7).] To the extent practicable, the administrator by rule adopted or order issued under this [Act] shall publish standards that provide notice of conduct that violates subsection (a)(7).

§ 18(2).  Enforcement of subsection (1)(g) of this section.  To the extent practicable, the director by rule adopted or order issued under this chapter shall publish standards that provide notice of conduct that violates subsection (1)(g) of this section.

USA

(c) [Institution of stop order.]  The administrator may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the administrator when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective. 

RCW 21.20.290  Stop order prohibited if facts known on effective date of statement.

The director may not enter a stop order against an effective registration statement on the basis of a fact or transaction known to the director when the registration statement became effective.

§ 18(3).  Institution of stop order.  The director may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the director when the registration statement became effective unless the proceeding is instituted within thirty days after the registration statement became effective.

USA

(d) [Summary process.] The administrator may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding.  Upon the issuance of the order, the administrator shall promptly notify each person specified in subsection (e) that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within 15 days after the receipt of a request in a record from the person the matter will be scheduled for a hearing.  If a hearing is not requested and none is ordered by the administrator, within 30 days after the date of service of the order, the order becomes final.  If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

RCW 21.20.300  Notification of entry of stop order -- Hearing -- Findings, conclusions, modification, etc.

Upon the entry of a stop order under any part of RCW 21.20.280, the director shall promptly notify the issuer of the securities and the applicant or registrant that the order has been entered and of the reasons therefor and that within fifteen days after the receipt of a written request the matter will be set down for hearing. If no hearing is requested within fifteen days and none is ordered by the director, the director shall enter written findings of fact and conclusions of law and the order will remain in effect until it is modified or vacated by the director. If a hearing is requested or ordered, the director, after notice of and opportunity for hearings to the issuer and to the applicant or registrant, shall enter written findings of fact and conclusions of law and may modify or vacate the order.

§ 18(4).  Summary process.  The director may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding.  Upon the issuance of the order, the director shall promptly notify each person specified in subsection (5) of this section that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that, after the receipt of a request in a record from the person, the matter will be scheduled for a hearing in accordance with the adjudicative proceedings provisions of chapter 34.05 RCW.  If a hearing is not requested and none is ordered by the director, within twenty days after the date of service of the order, the order becomes final.  If a hearing is requested or ordered, the director, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.

USA with additional language referencing the Washington Administrative Procedures Act (RCW 34.05), amendments to conform to WA’s APA procedures.

(e) [Procedural requirements for stop order.] A stop order may not be issued under this section without:

(1) appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) an opportunity for hearing; and

(3) findings of fact and conclusions of law in a record [in accordance with the state administrative procedure act].

RCW 21.20.120  Denial, suspension, revocation of registration -- Order -- Request for, notice of hearing -- Findings and conclusions.

Upon the entry of an order under RCW 21.20.110, the director shall promptly notify the applicant or registrant, as well as the employer or prospective employer if the applicant or registrant is a salesperson or investment adviser representative, that it has been entered and of the reasons therefor and that if requested by the applicant or registrant within fifteen days after the receipt of the director's notification the matter will be promptly set down for hearing. If no hearing is requested and none is ordered by the director, the order will remain in effect until it is modified or vacated by the director. If a hearing is requested or ordered, the director, after notice of and opportunity for hearing, may modify or vacate the order or extend it until final determination. No order may be entered under RCW 21.20.110 denying or revoking registration without appropriate prior notice to the applicant or registrant (as well as the employer or prospective employer if the applicant or registrant is a salesperson or an investment adviser representative), opportunity for hearing, and written findings of fact and conclusions of law.

§ 18(5).  Procedural requirements for stop order.  A stop order may not be issued under this section without:

    (a) Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

    (b) An opportunity for hearing; and

    (c) Findings of fact and conclusions of law in a record in accordance with chapter 34.05 RCW.

USA with reference to WA APA (RCW 34.05).

(f) [Modification or vacation of stop order.] The administrator may modify or vacate a stop order issued under this section if the administrator finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

RCW 21.20.300  Notification of entry of stop order – Hearings – Findings, conclusions, modification, etc.

The director may modify or vacate a stop order if the director finds that the conditions which prompted its entry have changed or that it is otherwise in the public interest to do so.

§ 18(6).  Modification or vacation of stop order.  The director may modify or vacate a stop order issued under this section if the director finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.

USA

§ 307. WAIVER AND MODIFICATION.  The administrator may waive or modify, in whole or in part, any or all of the requirements of Sections 302, 303, and 304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to Section 305(i).

RCW 21.20.240  Registration Statements – Generally.  A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer. The director may by rule or otherwise permit the omission of any item of information or document from any registration statement.

§ 19.  WAIVER AND MODIFICATION.  The director may waive or modify, in whole or in part, any or all of the requirements of sections 14, 15, and 16(2) of this act or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to section 17(9) of this act.

USA

§ 20.  Sections 13 through 19 of this act are each added to chapter 21.20A RCW (created in section 115 of this act) and codified with the subchapter heading of "Registration of Securities and Notice Filing of Federal Covered Securities."

Code Reviser Instructions