§ 78A-28. Provisions applicable to registration generally. - North Carolina Statutes

§78A‑28.  Provisions applicable to registration generally.

(a)        A registrationstatement may be filed by the issuer, any other person on whose behalf theoffering is to be made, or a registered dealer.

(b)        Every person filinga registration statement shall pay a filing fee of two thousand dollars($2,000). When a registration statement is withdrawn before the effective dateor a pre‑effective stop order is entered under G.S. 78A‑29, theAdministrator shall retain the filing fee. A registration statement relating toredeemable securities to be offered for a period in excess of one year, otherthan securities covered under federal law, must be renewed annually by paymentof a renewal fee of one hundred dollars ($100.00) and by filing any documentsor reports that the Administrator may by rule or order require.

(c)        Every registrationstatement shall specify (i) the amount of securities to be offered in thisState; (ii) the states in which a registration statement or similar document inconnection with the offering has been or is expected to be filed; and (iii) anyadverse order, judgment, or decree entered in connection with the offering bythe regulatory authorities in each state or by any court or the Securities andExchange Commission.

(d)        Any document filedunder this Chapter or a predecessor law within five years preceding the filingof a registration statement may be incorporated by reference in theregistration statement to the extent that the document is currently accurate.

(e)        The Administratormay by rule or otherwise permit the omission of any item of information ordocument from any registration statement.

(f)         In the case of anonissuer distribution, information may not be required under G.S. 78A‑27or 78A‑28(i) unless it is known to the person filing the registrationstatement or to the persons on whose behalf the distribution is to be made, orcan be furnished by them without unreasonable effort or expense.

(g)        The Administratormay by rule or order require as a condition of registration by qualification orcoordination (i) that any security issued within the past three years or to beissued to a promoter for a consideration substantially different from thepublic offering price, or to any person for a consideration other than cash, bedeposited in escrow; and (ii) that the proceeds from the sale of the registeredsecurity in this State be impounded until the issuer receives a specifiedamount from the sale of the securities either in this State or elsewhere. TheAdministrator may by rule or order determine the conditions of any escrow orimpounding required hereunder, but he may not reject a depository solelybecause of location in another state.

(h)        Except during thetime a stop order is in effect under G.S. 78A‑29, a registrationstatement relating to redeemable securities to be offered for a period inexcess of one year, other than securities covered under federal law, expires onDecember 31 of each year or some other date not more than one year from itseffective date as the Administrator may by rule or order provide. Every otherregistration statement is effective for one year from its effective date, orany longer period during which the security is being offered or distributed ina nonexempted transaction by or for the account of the issuer or other personon whose behalf the offering is being made or by any underwriter or dealer whois still offering part of an unsold allotment or subscription taken by him as aparticipant in the distribution, except during the time a stop order is ineffect under G.S. 78A‑29. All outstanding securities of the same class asa registered security are considered to be registered for the purpose of anynonissuer transaction (i) so long as the registration statement is effectiveand (ii) between the thirtieth day after the entry of any stop order suspendingor revoking the effectiveness of the registration statement under G.S. 78A‑29(if the registration statement did not relate in whole or in part to anonissuer distribution) and one year from the effective date of the registrationstatement. A registration statement may not be withdrawn for one year from itseffective date if any securities of the same class are outstanding. Aregistration statement may be withdrawn otherwise only in the discretion of theAdministrator.

(i)         So long as aregistration statement is effective, the Administrator may by rule or orderrequire the person who filed the registration statement to file reports, notmore often than quarterly, to keep reasonably current the information containedin the registration statement and to disclose progress of the offering.

(j)         A registrationstatement filed in accordance with subsection (b) of this section may beamended after its effective date to increase the securities specified asproposed to be offered. Such an amendment becomes effective when theAdministrator so orders. Every person filing such an amendment shall pay afiling fee of fifty dollars ($50.00) with respect to the additional securitiesproposed to be offered. (1973, c. 1380; 1979, 2nd Sess., c. 1148, s. 1; 1981,c. 452; c. 624, s. 3; c. 682, s. 14; 1983, c. 713, ss. 45‑47; 1998‑212,s. 29A.9(b).)