80A.12 PROVISIONS APPLICABLE TO REGISTRATION GENERALLY.
Subdivision 1. Filing.
A registration statement may be filed by the issuer, any other person
on whose behalf the offering is to be made, or a licensed broker-dealer.
Subd. 2. Contents.
Every registration statement shall specify (a) the amount of securities to
be offered in this state; (b) the states in which a registration statement or similar document in
connection with the offering has been or is to be filed; and (c) any adverse order, judgment or
decree entered in connection with the offering by the regulatory authorities in each state or by any
court or the Securities and Exchange Commission.
Subd. 3. Incorporations by reference.
Any document filed under sections
or a predecessor act within three years preceding the filing of a registration statement
may be incorporated by reference in the registration statement to the extent that the document
is currently accurate.
Subd. 4. Permitted omissions.
The commissioner may by rule or otherwise permit the
omission of any item of information or document from any registration statement.
Subd. 5. Conditions; registration by qualification or coordination; escrow or
The commissioner may by rule or order require as a condition of registration by
qualification or coordination (a) that any security issued within the past three years or to be issued
to a promoter for a consideration substantially different from the public offering price, or to any
person for a consideration other than cash, be deposited in escrow; and (b) 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 commissioner may by
rule or order determine the conditions of any escrow or impounding required hereunder, but may
reject a depository solely because of location in another state only if the offering is not being
registered under the Securities Act of 1933 and the principal place of business of the registrant
is in this state.
Subd. 6. Conditions; registration by qualification or coordination; contract
The commissioner may by rule or order require as a condition of registration
that any security registered by qualification or coordination be sold only on a specified form of
subscription or sale contract, and that a signed or conformed copy of each contract be filed with
the commissioner or preserved for any period up to three years specified in the rule or order.
Subd. 7. Effective date.
Every registration statement shall be effective, for the purpose of
any nonissuer distribution until withdrawn, suspended or revoked. All outstanding securities of the
same class as a registered security are considered to be registered for the purpose of any nonissuer
transaction so long as the registration statement is effective. A registration statement may not be
withdrawn for one year from its effective date if any securities of the same class are outstanding.
Subd. 8. Periodic reports.
So long as a registration statement is effective, the commissioner
may by rule or order require the person who filed the registration statement to file reports, not
more often than quarterly, to keep reasonably current the information contained in the registration
statement, to disclose the progress of the offering and the use of any proceeds received therefrom,
and to submit reports of sales. The commissioner may by rule or order require that the issuer
distribute annual reports to its shareholders.
Subd. 9. Certain investment companies; amendments.
A registration statement relating
to a security issued by a face amount certificate company or a redeemable security issued by
an open end management company or unit investment trust, as those terms are defined in the
Investment Company Act of 1940, may be amended after its effective date so as to increase the
securities specified as proposed to be offered. Such an amendment becomes effective when the
commissioner so orders. Every person filing such an amendment shall pay a filing fee, calculated
in the manner specified in section
with respect to the additional securities proposed to
Subd. 10. Annual report.
So long as a registration statement is effective the issuer shall file
an annual report in such form as the commissioner by rule prescribes. Every annual report shall
be due on the 90th day following the end of the issuer's fiscal year, unless extended in writing
for good cause by the commissioner. Failure to file the annual report within 30 days after its due
date shall be deemed a request for withdrawal.
Subd. 11. Withdrawal, suspension, or revocation notice.
Within two business days after
receipt of an order of the commissioner withdrawing, suspending, or revoking effectiveness of an
issuer's registration statement, the issuer must notify all persons making a market in the issuer's
securities of the termination of the effectiveness of the registration statement. Failure to provide
this notice may result in the imposition of a civil penalty not to exceed $2,000 per violation.
Subd. 12. Coordinated registration.
The commissioner may enter into cooperative and
reciprocal agreements with members of a national securities regulatory organization composed of
securities administrators of this and other states to participate in a coordinated review of securities
offerings in lieu of conducting the commissioner's own review.
History: 1973 c 451 s 12; 1981 c 140 s 4; 1986 c 444; 1987 c 336 s 12; 1997 c 222 s 20
NOTE: This section is repealed by Laws 2006, chapter 196, article 1, section 51, effective
August 1, 2007. Laws 2006, chapter 196, article 1, section 52.