Tennessee § 48-1-125 - Notice filing and fee requirements for covered securities.

§ 48-1-125. Notice filing and fee requirements for covered securities.

Any issuer, except an issuer of any security that is a covered security under subdivisions (a)(1)(B)-(D), which proposes to sell any security which is a covered security shall file with the commissioner, prior to a sale of such security in this state, a notice consisting of all documents filed with the securities and exchange commission, together with: A consent to service of process as required under § 48-1-124(e), unless built into the notice filing form; and A nonrefundable filing fee of five hundred dollars ($500). An issuer planning to offer and sell securities in this state in an offering pursuant to Tier 2 of Regulation A shall submit the following at least twenty-one (21) days prior to the initial sale in this state: A completed Regulation A-Tier 2 notice filing form or copies of all documents filed with the securities and exchange commission; A consent to service of process as required under § 48-1-124(e), if not filing on the Regulation A-Tier 2 notice filing form; and A nonrefundable filing fee of five hundred dollars ($500). With respect to any security that is a covered security under § 18(b)(4)(C) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(4)(C)), the issuer shall file with the commissioner a notice consisting of: A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the securities and exchange commission; A consent to service of process as required under § 48-1-124(e), if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and A nonrefundable filing fee of five hundred dollars ($500). If the issuer has its principal place of business in this state, the filing required under subdivision (a)(1)(C)(i) shall be filed with the commissioner concurrently when the issuer files its initial Form C with the securities and exchange commission. If the issuer does not have its principal place of business in this state but residents of this state have purchased fifty percent (50%) or greater of the aggregate amount of the offering, the filing required under subdivision (a)(1)(C)(i) shall be filed when the issuer becomes aware that such purchases have met that threshold and, in any event, no later than thirty (30) days from the date of completion of the offering. With respect to any security that is a covered security under § 18(b)(4)(E) of the Securities Act of 1933, the issuer shall file with the commissioner, no later than fifteen (15) days after the first sale of such covered security in this state, a notice consisting of: Form D signed by the issuer; and A nonrefundable filing fee of five hundred dollars ($500). After the initial offer of a covered security in this state, all documents that are part of an amendment to a federal registration statement or Form D filed with the securities and exchange commission under the Securities Act of 1933 (15 U.S.C. § 77a et seq.), shall be filed concurrently with the commissioner. All documents referred to in subdivisions (a)(1) and (a)(2) that have been filed and recorded on the Electronic Data Gathering Access and Retrieval (EDGAR) system, the Interactive Data Electronic Applications (IDEA) system, the Electronic Filing Depository (EFD), or any other electronic data gathering system either maintained by the securities and exchange commission or approved by the commissioner, may be utilized in lieu of filing such documents in paper form with the commissioner or the commissioner's designee; provided, that the person making the notice filing provides an accurate filing number or other identifying designation issued by the securities and exchange commission, and that a printed or electronically stored copy is immediately accessible to the commissioner or the commissioner's designee. Notice filings made pursuant to subdivision (a)(1)(A) are effective for one (1) year commencing on the later of the notice filing date or the securities and exchange commission effective date. Notice filings may be renewed by making a filing and paying a fee as provided under subdivision (a)(1)(A) no later than the close of business on the tenth business day prior to the date of expiration. Notice filings made pursuant to subdivision (a)(1)(B) are effective for one (1) year from the date of filing and may be renewed by making a filing as required by subdivision (a)(1)(B) and paying a nonrefundable renewal fee of one hundred dollars ($100). Notice filings made pursuant to subdivision (a)(1)(C) are effective for one (1) year from the date of filing and may be renewed by making a filing as required by subdivision (a)(1)(C) and paying a nonrefundable renewal fee of one hundred dollars ($100). Notice filings made pursuant to subdivision (a)(1)(D) are effective for one (1) year from the date of filing unless the issuer conducts a continuous offering and files concurrent amendments as required by subdivision (a)(2) and pays a nonrefundable renewal fee of one hundred dollars ($100). The commissioner may issue a stop order suspending the offer and sale of a covered security, except a covered security under § 18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)), upon a finding that: The order is in the public interest; and There is a failure to comply with any filing or fee required under this part. Any issuer of a covered security that does not promptly remedy a delay in payment of any fee or promptly remedy a delay in making any filing required under this part shall be deemed not to have complied with such filing or fee requirements. For purposes of this subdivision (c)(2), an issuer will have promptly remedied a delay in payment or filing if the issuer remits the required fee or filing within ten (10) business days of receipt of notification of the delay or underpayment. When any amendment to a notice filing filed under this section changes the name of the offering of securities, the issuer shall pay a processing fee of fifty dollars ($50.00), payable upon filing the amendment with the commissioner. Acts 1997, ch. 164, § 8; 2001, ch. 61, §§ 15-17; 2010, ch. 697, § 4; T.C.A., § 48-2-125 ; Acts 2017, ch. 424, § 46. Code Commission Notes. Former § 48-2-125 was transferred to § 48-1-125 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.”