2006 Minnesota Statutes

80A.51 SECTION 303; SECURITIES REGISTRATION BY COORDINATION.
    (a) Registration permitted. A security for which a registration statement has been filed
under the Securities Act of 1933 in connection with the same offering may be registered by
coordination under this section.
    (b) Required records. A registration statement and accompanying records under this section
must contain or be accompanied by the following records in addition to the information specified
in section 80A.53 and a consent to service of process complying with section 80A.88:
    (1) a copy of the latest form of prospectus filed under the Securities Act of 1933;
    (2) a copy of the articles of incorporation and bylaws or their substantial equivalents
currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture
or other instrument governing the issuance of the security to be registered; and a specimen, copy,
or description of the security that is required by rule adopted or order issued under this chapter;
    (3) copies of any other information or any other records filed by the issuer under the
Securities Act of 1933 requested by the administrator; and
    (4) an undertaking to forward each amendment to the federal prospectus, other than an
amendment that delays the effective date of the registration statement, promptly after it is filed
with the Securities and Exchange Commission.
    (c) Conditions for effectiveness of registration statement. A registration statement under
this section becomes effective simultaneously with or subsequent to the federal registration
statement when all of the following conditions are satisfied:
    (1) a stop order under subsection (d) or section 80A.54 or issued by the Securities and
Exchange Commission is not in effect and a proceeding is not pending against the issuer under
section 80A.54; and
    (2) the registration statement has been on file for at least 20 days or a shorter period provided
by rule adopted or order issued under this chapter.
    (d) Notice of federal registration statement effectiveness. The registrant shall promptly
notify the administrator in a record of the date when the federal registration statement becomes
effective and the content of any price amendment and shall promptly file a record containing the
price amendment. If the notice is not timely received, the administrator may issue a stop order,
without prior notice or hearing, retroactively denying effectiveness to the registration statement or
suspending its effectiveness until compliance with this section. The administrator shall promptly
notify the registrant of an order by telegram, telephone, or electronic means and promptly confirm
this notice by a record. If the registrant subsequently complies with the notice requirement of
this section, the stop order is void as of the date of its issuance.
    (e) Effectiveness of registration statement. If the federal registration statement becomes
effective before each of the conditions in this section is satisfied or is waived by the administrator,
the registration statement is automatically effective under this chapter when all the conditions
are satisfied or waived. If the registrant notifies the administrator of the date when the federal
registration statement is expected to become effective, the administrator shall promptly notify
the registrant by telegram, telephone, or electronic means and promptly confirm this notice by a
record, indicating whether all the conditions are satisfied or waived and whether the administrator
intends the institution of a proceeding under section 80A.54. The notice by the administrator does
not preclude the institution of such a proceeding.
History: 2006 c 196 art 1 s 12
NOTE: This section, as added by Laws 2006, chapter 196, article 1, section 12, is effective
August 1, 2007. Laws 2006, chapter 196, article 1, section 52.