Section 206.010. Registration by qualification

(a) Except as specified in subsection (b), registration by qualification shall be initiated by filing with the Commission:

(1) A registration statement and other materials required under section 206(b)(1)—(16) of the act (70 P. S. § 1-206(1)—(16)).

(2) A properly executed Uniform Application to Register Securities (Form U-1) and relevant exhibits.

(3) Additional information the Commission may by regulation or order require under section 206(b)(17) of the act.

(b) In addition to the information and form required in subsection (a), issuers in the following offerings shall execute and file with the Commission Form R as set forth in § 205.021 (relating to registration by coordination):

(1) Offerings made in reliance on section 3(a)(4) of the Securities Act of 1933 (15 U.S.C.A. § 77c(a)(4)).

(2) Offerings made in reliance on section 3(a)(11) of the Securities Act of 1933.

(3) Offerings made in reliance on Rule 504 of SEC Regulation D promulgated under section 3(b) of the Securities Act of 1933.

(4) Offerings made in reliance on SEC Regulation A promulgated under section 3(b) of the Securities Act of 1933.

(c) Financial statements used in connection with an offering under section 206 shall meet the requirements of section 609(c) of the act (70 P. S. § 609(c)) and Chapter 609 (relating to regulations, forms and orders) or as the Commission shall, by order, require.

(d) During the period of the offering, the issuer required to file Form R shall take steps necessary to ensure that all material information contained in its Form R remains current and accurate. If a material statement made in the form or any attachment thereto becomes incorrect or inaccurate, the issuer shall file an amendment with the Commission in accordance with § 609.011 (relating to amendments filed with the Commission) within 5 business days of the occurrence of the event which required the filing of the amendment.

The provisions of this § 206.010 adopted January 17, 1975, effective January 18, 1975, 5 Pa.B. 105; amended June 20, 1975, effective June 21, 1975, 5 Pa.B. 1593; amended June 17, 1977, effective June 18, 1977, 7 Pa.B. 1644; amended February 12, 1988, effective February 13, 1988, 18 Pa.B. 683; amended September 22, 1995, effective September 23, 1995, 25 Pa.B. 3994; amended September 1, 2000, effective September 2, 2000, 30 Pa.B. 4551; transferred and renumbered from 64 Pa. Code § 206.010, December 14, 2012, effective December 15, 2012, 42 Pa.B. 7533. Immediately preceding text appears at serial pages (317603) to (317604).

Notation

Authority

The provisions of this § 206.010 amended under sections 203(d), 205, 206(b), 207(n), 210, 603(c), 606(d) and 609(a) of the Pennsylvania Securities Act of 1972 (70 P. S. § § 1-203(d), 1-205, 1-206(b), 1-207(n), 1-210, 1-603(c), 1-606(d) and 1-609(a)).

Cross References

This section cited in 10 Pa. Code § 203.185 (relating to offers prior to effectiveness of registration by qualification exempt).