3 AAC 08.630. Filing requirements for small corporate offerings

In addition to filing a properly completed and signed NASAA Form U-7, or its successor, an issuer who seeks registration under 3 AAC 08.600 - 3 AAC 08.650 must file with the administrator a NASAA Form U-1, Uniform Application to Register Securities, or its successor. References in the NASAA Form U-1, or its successor, to SEC registration and effectiveness and Questions 6 and 8(a) of the form are inapplicable. The following documents must be filed as exhibits to the NASAA Form U-1, or its successor:

(1) a representative form of the selling agency agreements;

(2) a copy of

(A) the issuer's

(i) articles of incorporation, if the issuer is a corporation; or

(ii) other charter documents, for an issuer other than a corporation; and

(B) any amendment to a document listed in (A) of this paragraph;

(3) a copy of the issuer's bylaws, as most recently amended;

(4) a copy of any resolutions by directors setting out the terms and provisions of capital stock or ownership interests to be issued;

(5) a copy of any indenture, note, or other contractual provision for debt, or of any options, warrants, or rights to be offered;

(6) a specimen of the security to be offered, including any legend restricting resale;

(7) a NASAA Form U-2 (Consent to Service of Process), and an appropriate NASAA Form U-2A (Corporate Resolution), or successors to those forms;

(8) copies of all advertising or other materials directed at or to be furnished to investors in the offering;

(9) a form of escrow agreement for the escrow of proceeds of the offering;

(10) a consent to inclusion in the disclosure document of an accountant's report;

(11) a consent to inclusion in the disclosure document of a tax advisor's opinion or description of tax consequences;

(12) a consent to inclusion in the disclosure document of an evaluation by an attorney of litigation or administrative action;

(13) a copy of any subscription agreement forms for the purchase of securities in the offering;

(14) an opinion of an attorney, licensed to practice in a state or territory of the United States, that the securities to be sold in the offering have been authorized and, when issued upon payment of the offering price, will be legally and validly issued, fully paid, and nonassessable and binding on the issuer in accordance with their terms;

(15) a list of the resident street addresses of promoters of the issuer;

(16) a copy of any work sheet showing computations for responses to Questions 5, 6, 7(a), 8(a), 8(b), 17(a), 37, 38, 41(a), and 41 (b) of NASAA Form U-7, or its successor.

History: Eff. 9/18/91, Register 119; am 4/19/2000, Register 154

Authority: AS 45.55.110

AS 45.55.950

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