Vermont § 5305 - Securities registration filings

§ 5305. Securities registration filings

• (a) 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. (b) A person filing a registration statement shall pay a filing fee of $600.00. A person
  filing a registration statement in connection with the New England Crowdfunding Initiative
  shall be exempt from the filing fee requirement. Open-end investment companies shall
  pay a registration fee and an annual renewal fee for each portfolio as long as the
  registration of those securities remains in effect. The fee is nonrefundable. (c) A registration statement filed under section 5303 or 5304 of this title 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. (d) A record filed under this chapter 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. Notwithstanding the
  provisions of this subsection, nothing shall prevent the Commissioner or the Commissioner’s
  designee from requiring the applicant or registrant to refurnish any previously filed
  records that the applicant or registrant incorporated by reference in the registration
  statement. (e) In the case of a nonissuer distribution, information or a record may not be required
  under subsection (i) of this section or section 5304 of this title, 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. (f) 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 Commissioner
  may not reject a depository institution solely because of its location in another
  state. (g) 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. (h) Except while a stop order is in effect under section 5306 of this title, 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 Commissioner. (i) 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. (j) A registration statement may be amended after its effective date. The post-effective
  amendment becomes effective 30 days after filing unless the Commissioner has issued
  a stop order. (k) At the time of filing a request for exemption from registration, the applicant shall
  pay a fee of $200.00. (Added 2005, No. 11, § 1, eff. July 1, 2006; amended 2007, No. 49, § 27; 2007, No. 76, § 24, eff. June 7, 2007; 2007, No. 153 (Adj. Sess.), § 30; 2011, No. 78 (Adj. Sess.), § 33, eff. April 2, 2012; 2019, No. 57, § 18; 2021, No. 139 (Adj. Sess.), § 3, eff. May 27, 2022.)