Tennessee § 48-1-105 - Registration by coordination.

§ 48-1-105. Registration by coordination.

Any security for which a registration statement under the Securities Act of 1933 (15 U.S.C. § 77a et seq.), as amended, or a notification under Tier 1 of Regulation A of the Securities Act of 1933 (17 CFR 230.251 et seq.), as amended, has been filed in connection with the same offering may be registered by coordination as provided in this section. A registration statement under this section shall contain the following information and be accompanied by the following documents in addition to the consent to service of process required by § 48-1-124(e): If not included in the registration statement, one (1) copy of the latest form of prospectus or offering circular filed under the Securities Act of 1933 as amended, or Regulation A thereunder as amended, in a format approved by the commissioner; If the commissioner by rule requires, a copy of the charter and bylaws (or their substantial equivalents) of the issuer, as then 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; If the commissioner by rule requires, copies of any other documents filed under the Securities Act of 1933, as amended, or Regulation A, as amended, thereof; An undertaking to forward promptly to the commissioner all amendments to the prospectus or offering circular; and If the commissioner by rule or order requires, such other information as is necessary to determine that the registration statement does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. A registration statement under this section which has been filed with the securities and exchange commission (SEC) automatically becomes effective with the commissioner when it is declared effective by the SEC if all the following conditions are satisfied: No stop order is in effect and no proceeding is pending under § 48-1-108; The registration statement has been on file with the commissioner for at least twenty (20) days; and A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two (2) full business days or such shorter period as the commissioner permits by rule or order and the offering is made within those limitations. The registrant shall promptly notify the commissioner, by telephone or other electronic means, of the date and time when the registration statement or notification filed with the SEC is declared effective by the SEC and the contents 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 amendment filed with the SEC, 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. The commissioner may by rule or order waive either or both of the conditions specified in subdivisions (c)(1)(B) and (C). If the registration statement or notification filed with the SEC is declared effective by the SEC before all the conditions in this subsection (c) are satisfied and they are not waived, the registration statement automatically becomes effective with the commissioner as soon as all the conditions are satisfied. If the registrant advises the commissioner of the date when the registration statement or notification filed with the SEC is expected to be declared effective, the commissioner shall promptly advise the registrant, by telephone or other electronic means, at the registrant's expense, whether or not all the conditions are satisfied and whether or not the commissioner then contemplates the institution of a proceeding under § 48-1-108. This notice by the commissioner does not preclude the institution of such a proceeding at any time. Acts 1980, ch. 866, § 5; T.C.A., § 48-16-105 ; Acts 1986, ch. 596, § 2; 2001, ch. 61, § 3; T.C.A., § 48-2-105 ; Acts 2017, ch. 424, §§ 12-18. Code Commission Notes. Former § 48-2-105 was transferred to § 48-1-105 by the code commission in 2012. Compiler's Notes. The Securities Law of 1955, formerly codified as §§ 48-1601 — 48-1653, was repealed by Acts 1980, ch. 886, § 27. However, the section also contained a savings provision referring to former §§ 48-1601 — 48-1653 which read: “(b) Prior law exclusively governs all suits, actions, prosecutions, or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring before the effective date of this Act, except that no civil suit or action may be maintained to enforce any liability under prior law unless brought within any period of limitation which applied when the cause of action accrued and in any event within two years after the effective date of this Act. “(c) All effective registrations under prior law, all administrative orders relating to such registrations, and all conditions imposed upon such registrations remain in effect so long as they would have remained in effect if this Act had not been passed. They are considered to have been filed, entered, or imposed under this Act, but are governed by prior law. “(d) Prior law applies in respect of any sale made within one year after the effective date of this Act pursuant to an offering exempt under prior law which offering was begun in good faith before such effective date. “(e) Judicial review of all administrative orders as to which review proceedings have not been instituted by the effective date of this Act are governed by Section 20, except that no review proceeding may be instituted unless the petition is filed within any period of limitation which applied to a review proceeding when the order was entered and in any event within 60 days after the effective date of this Act.” The effective date of the Act was July 2, 1980. Acts 2001, ch. 61, § 1 provided that the act shall be cited as “The Securities Omnibus Act of 2001.”