Guam § 46305 - Provisions applicable to Registration Generally.

§ 46305. Provisions applicable to Registration 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.

(b) Every person filing a registration statement shall pay a filing fee of

Two Hundred Dollars ($200.00) plus one-fifth of one percent (0.2%) of the

maximum aggregate offering price at which the registered securities are to

be offered in Guam, but the fee shall in no case be more than Two

Thousand Five Hundred Dollars ($2,500.00). When a registration statement

is withdrawn before the effective date or a pre-effective stop order is

entered under § 46306, the Administrator shall retain one-half (1/2) of the

additional fee.

(c) Every registration statement shall specify (1) the amount of

securities to be offered in this state; (2) the stages in which a registration

statement or similar document in connection with the offering has been or is

to be filed; and (3) any adverse order, judgment, or decree entered in

connection with the offering by the regulatory authorities in each state or by

any court or the Securities and Exchange Commission.

(d) Any document filed under this Act may be incorporated by

reference in the registration statement to the extent that the document is

currently accurate.

(e) The Administrator may by rule or otherwise, permit the omission of

any item of information or document from any registration statement.

(f) In the case of a non-issuer distribution, information may not be

required under § 46304 or 46305(j) unless it is known to the person filing

the registration statement or to the persons on whose behalf the distribution

COL 052809

is to be made, or can be furnished by them without unreasonably effort or

expense.

(g) The Administrator may by rule or order require as a condition of

registration by qualification or coordination (1) that any security issued

within the past three (3) 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 Administrator may by rule or

order determine the conditions of any escrow or impounding required

hereunder, but he may not reject a depository solely because of location in

another state,

(h) The Administrator may by rule or order require as a condition of

registration that any security registered by qualification or coordination be

sold only on a specified form of subscription or sale contract, and that a

signed or conformed copy of each contract be filed with the Administrator

or preserved for any period up to three (3) years specified in the rule or

order.

(i) Every registration statement is effective for one (1) year from its

effective date, or any longer period during which the security is being

offered or distributed in a non-exempted transaction by or for the account of

the issuer or other person on whose behalf the offering is being made or by

any underwriter or broker-dealer who is still offering part of an unsold

allotment or subscription taken by him as a participant in the distribution,

except during the time a stop order is in effect under § 46306. All

outstanding securities of the same class as registered security are considered

to be registered for the purpose of any non-issuer transaction (1) so long as

the registration statement is effective and (2) between the thirtieth (30th)

day after the entry of any stop order suspending or revoking the

effectiveness of the registration statement under § 46306 (if the registration

statement did not relate in whole or in part to a non-issuer distribution) and

one (1) year from the effective date of the registration statement. A

registration may not be withdrawn for one (1) year from its effective date if

any securities of the same class are outstanding. A registration statement

may be withdrawn otherwise only in the discretion of the Administrator.

(j) So long as a registration statement is effective, the Administrator

may by rule or order require the person who filed the registration statement

COL 052809

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.

(k) A registration statement relating to a security 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, may be amended after its effective

date so as to increase the securities specified as proposed to be offered.

Such an amendment becomes effective when the Administrator so orders.

Every person filing such an amendment shall pay a filing fee, calculated in

the manner specified in subsection (b), with respect to the additional

securities proposed to be offered.