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Types of Registration with the Nevada Securities Division

 

Registration requirement:

It is unlawful for a person to offer to sell or sell any security in this State unless the security is registered or the security or transaction is exempt under this chapter.  NRS 90.460

Types of Registration:

  • Registration by filing
  • Registration by coordination
  • Registration by qualification

Please see the specific statutes relating to the type of registration you are seeking for the filing requirements.

Registration by Filing (See NRS 90.470)

Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by filing, whether or not they are also eligible for registration under NRS 90.480 or 90.490, if: 

    (a) The issuer is organized under the laws of the United States or a state or, if the issuer is not organized under the laws of the United States or a state, it has appointed a duly authorized agent in the United States for service of process; 

    (b) The issuer has actively engaged in business operations in the United States for a period of at least 36 consecutive calendar months immediately before the filing of the federal registration statement; 

    (c) The issuer has registered a class of equity securities under section 12(b) or 12(g) of the Securities Exchange Act of 1934, and the class of securities is held of record by 500 or more persons; 

    (d) The issuer has: 

            (1) Either a total net worth of $4,000,000 or a total net worth of $2,000,000 and net pretax income from operations before allowances for extraordinary items, for at least 2 of the 3 preceding fiscal years; 

            (2) Not less than 400,000 units of the class of security registered under section 12 of the Securities Exchange Act of 1934 held by the public, excluding securities held by officers and directors of the issuer, underwriters and persons beneficially owning 10 percent or more of that class of security; and 

            (3) No outstanding warrants and options held by the underwriters and executive officers and directors of the issuer in an amount exceeding 10 percent of the total number of shares to be outstanding after completion of the offering of the securities being registered; 

        (e) The issuer has been subject to the requirements of section 12 of the Securities Exchange Act of 1934 and has filed all the material required to be filed under sections 13 and 14 of that act for at least 36 consecutive calendar months immediately before the filing of the statement and the issuer has filed in a timely manner all reports required to be filed during the 12 calendar months next preceding the filing of the federal registration statement; 

        (f) For at least 30 days during the 3 months next preceding the offering of the securities registered there have been at least four market makers for the class of equity securities registered under section 12 of the Securities Exchange Act of 1934; 

        (g) Each of the underwriters participating in the offering of the security and each broker-dealer who will offer the security in this State is a member of or is subject to the regulations of fair practice of a national association of securities dealers with respect to the offering and the underwriters have contracted to purchase the securities offered in a principal capacity; 

        (h) The aggregate commissions or discounts to be received by the underwriters will not exceed 10 percent of the aggregate price at which the securities being registered are offered to the public; 

                    (i) Neither the issuer nor any of its subsidiaries, since the end of the fiscal year next preceding the filing of the registration statement, have: 

                            (1) Failed to pay a dividend or sinking fund installment on preferred stock; 

                            (2) Defaulted on indebtedness for borrowed money; or 

                            (3) Defaulted on the rental on one or more long-term leases, and the defaults in the aggregate are material to the financial position of the issuer and its subsidiaries, taken as a whole; and 

        (j) In the case of an equity security, the price at which the security will be offered to the public is not less than $5 per share.



Registration by Coordination (See NRS 90.480)

Securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the offering of the securities may be registered by coordination.  This type of registration is available when a corresponding registration statement has been filed with the U.S. Securities and Exchange Commission (SEC).

Coordinated Equity Review (CER).   For issuers registering securities in Nevada by coordination and also intending to register with other states, there is a program called Coordinated Equity Review (CER), of which Nevada is a participant. The issuer only has to deal with one state (the "lead state") during the review process, versus dealing with all the states with which it intends on registering securities. All the states who participate in the CER provide their comments to the lead state, who in turn creates a multi-state comment letter for response from the issuer. For further information click here

 

Registration by Qualification (See NRS 90.490)

Any security may be registered by qualification. Securities should be registered by qualification when no other method is available.  The requirements for this type of registration are enumerated in NRS 90.490. They are lengthy and typically require the assistance of a qualified lawyer.

Small Corporate Offering Registration (SCOR).  The SCOR program was developed by the North American Securities Administrators Association (NASAA) in cooperation with the Securities and Exchange Commission (SEC) and American Bar Association. It contemplates an exemption from federal registration by virtue of Rule 504 of Regulation D. Up to $1 million of securities registered under state securities law may then be sold every twelve months to the public by approved advertising or other means of general solicitation, and there is no time restriction on the resale of the securities. This form will generally be used in connection with a "Registration by Qualification" under NRS 90.490.  For further information click here.

Last updated: 12/15/2010 2:07:48 PM