Tennessee § 48-1-106 - Registration by qualification.

§ 48-1-106. Registration by qualification.

Any security may be registered by qualifications 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 an offering circular or prospectus in a format approved by the commissioner, containing such financial statements and such information, including information concerning the securities offered, the offering, the issuer, the issuer's promoters, directors, officers, security holders and personnel, material contracts, litigation, transactions, and remuneration, as the commissioner shall specify by rule; A specimen or copy of the security being registered, a copy of the issuer's charter and bylaws (or their substantial equivalents), as then in effect, and a copy of any indenture or other instrument defining the rights of the holders of the security to be registered; A signed copy of an opinion of counsel as to the legality of the security being registered, and to the effect that the security, when sold, shall be legally issued, fully paid, nonassessable and, if a debt security, a binding obligation of the issuer; The written consent of any accountant, attorney, engineer, appraiser, or other person whose profession gives authority to a statement made by the accountant, attorney, engineer, appraiser, or other person, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement; A copy of any notice, circular, advertisement, sales literature, or communication, which is to be used in connection with the offering, containing such information as the commissioner may require by rule and subject to such terms and conditions as may be prescribed therein; and If the commissioner by rule or order requires such additional information or documents as are 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 shall become effective twenty (20) days following filing unless the commissioner by order specifies an earlier effective date, or the commissioner may by order defer the effective date for any reason shown to be in the public interest and necessary for the protection of investors. A prospectus which is part of a registration statement effective under this section shall be delivered to any purchaser at or prior to the execution by the purchaser of a written agreement to purchase, the delivery of a confirmation of sale, or the payment for securities offered by means of such prospectus, whichever occurs first. Acts 1980, ch. 866, § 6; T.C.A., § 48-16-106 ; Acts 2001, ch. 61, § 4; T.C.A., § 48-2-106 ; Acts 2017, ch. 424, § 19. Code Commission Notes. Former § 48-2-106 was transferred to § 48-1-106 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.”