Registration by Coordination
Any security for which a registration statement or a notification under Regulation A has been filed under the Securities Act of 1933 may be registered in Utah by coordination. See 61-1-9 , Utah Code Ann. and R164-9-1 , Utah Administrative Code.
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Filing: To register securities by coordination, the issuer should file the following items with the Division:
- Corporate Finance Filing Portal
- Cover letter on letterhead stating Broker-Dealer and CRD# licensed to sell offering in this state.
- Form U1 - Uniform Application to Register Securities;
- A copy of the registration statement filed with the SEC under the Securities Act of 1933 or a copy of the Offering Statement if the issuer filed with the SEC under Regulation A (including all exhibits and amendments);
- Form U2 - Uniform Consent to Service of Process, with original signatures;
- Form U2a
- ACH payment made directly to the Division:
- Provide the ACH/Wire payment information within the filing portal
- $300 filing fee; and
- Any additional documents or information requested by the Division.
Review: Upon receipt of a complete application, an examiner will review the registration statement. The examiner may have comments which will be conveyed to the issuer in a comment letter. The comments must be resolved prior to the registration statement becoming effective in Utah. If you are seeking registration in states other than Utah, see Coordinated Equity Review (CER) below.
Approval: If an examiner does not issue a comment letter, the registration statement will be approved subject to SEC effectiveness on the day it is reviewed. If an examiner issues a comment letter, the registration statement will not be approved until the examiner determines that all requirements have been met and the issuer has resolved any comments.
Effectiveness: A registration statement becomes effective in Utah automatically at the time it becomes effective with the SEC if the following conditions are satisfied:
- No stop order is in effect and no proceeding is pending to deny the registration (if a comment letter is issued and unresolved, a proceeding is pending to deny the registration);
- The disclosure statement has been on file for at least 20 working days; and
- The price amendment has been on file for two working days. (Price amendment = Final federal amendment which includes 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 Division will declare the registration effective in Utah earlier than the automatic effectiveness date under two scenarios:
- Examiner approved pending SEC effectiveness - If the examiner approved the registration statement pending SEC effectiveness, the registration statement will usually become effective in Utah on the day the Division is notified of SEC effectiveness.
- Examiner approved after SEC effectiveness - If the examiner approved the registration statement on a day that the registration statement was already effective with the SEC, it will become effective in Utah on the date it is approved by the examiner.
If the issuer fails to file the price amendment within a reasonable amount of time after becoming effective with the SEC, the Division will enter a stop order, without notice or hearing, retroactively denying effectiveness to the registration statement until such amendment is filed.
Expiration: A registration statement expires one year from its effective date.
The issuer may re-register securities, for which a registration statement is about to expire, by filing with the Division:
- Corporate Finance Filing Portal
- Cover letter on letterhead stating the Broker-Dealer and CRD# licensed to sell offering in this state
- Form U1;
- Updated registration statement; and
- ACH Payment made directly to the Division
- Provide the ACH/Wire payment information within the filing portal.
- $300 filing fee.
Amendments are submitted through the Corporate Finance Filing Portal . Anytime an issuer amends their registration statement, such amendment must be filed promptly with the Division. Anytime information in the Form U1 changes, the issuer must file an amended Form U1 with the Division. For name changes, a cover letter along with an updated U1, U2, and U2a forms are required. There is no fee for an amendment.
Within 30 days of the close of the offering or the expiration of the registration statement, whichever occurs first, the issuer needs to file a closing report on Form 9-1. There is no fee to file a closing report.
Coordinated Equity Review (CER)
If you file a registration in one or more states that participate in CER you can request a coordinated review of your registration statement. First, file in each state where you want to register your securities, plus with the program coordinator, Pennsylvania. Then, each of these states will review your registration statement and issue a single comment letter through a lead jurisdiction. Finally, once you clear your offering with the lead jurisdiction, your offering will be cleared in each of the coordinating jurisdictions. There are currently 40 states participating in CER, including Utah.
Development Stage Companies
If the issuer is a "development stage company" and is registering in less than 20 states, the issuer must comply with Rule R164-11-1. This rule creates a minimum promoter equity requirement and a use of proceeds specificity requirement.
NASAA Statements of Policy
All registration statements for oil and gas programs, church bonds, real estate investment trusts, publicly-offered cattle-feeding programs, real estate programs and equipment programs must satisfy the provisions of the appropriate statements of policy adopted by the North American Securities Administrators Association (NASAA).