ARTICLE 3 Registration of Securities and Notice Filing of Federal Covered Securities
Section 421-B:3-302
421-B:3-302 Notice Filing. –
(a) Required filing of records. Any person offering a federal covered security, that is not a security described in section 18(b)(4)(F) of the Securities Act of 1933, 15 U.S.C. section 77r(b)(4)(F), and is not exempt under RSA 421-B:2-201 through RSA 421-B:2-203, shall file all of the following records:
(1)(A) before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, a consent to service of process complying with RSA 421-B:6-611 signed by the issuer, and the payment of a fee for each class of shares, regardless of whether offered through separate or combined prospectuses; and
(B) for notice filings for federal covered securities described in section 18(b)(4)(A) and section 18(b)(4)(D) of the Securities Act of 1933, the name of a registered broker-dealer who will effect transactions in this state;
(2) after the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933; and
(3) to the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee for each class of shares, regardless of whether offered through separate or combined prospectuses.
(b) Notice filing effectiveness and renewal. A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission and by paying a renewal fee. A previously filed consent to service of process complying with RSA 421-B:6-611 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.
(c) Notice filings for federal covered securities described in section 18(b)(4)(F) of the Securities Act of 1933. Any person selling a security that is a federal covered security described in section 18(b)(4)(F) the Securities Act of 1933, 15 U.S.C. section 77r(b)(4)(F), shall file a notice filing to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, a consent to service of process complying with RSA 421-B:6-611 signed by the issuer not later than 15 days after the first sale of the federal covered security in this state, and the payment of a fee including any late filing fee, under RSA 421-B:6-614.
(d) Stop Orders. Except with respect to a federal security described in section 18(b)(1) of the Securities Act of 1933, 15 U.S.C. section 77r(b)(1), if the secretary of state finds that there is a failure to comply with a notice or fee requirement of this section, including any late filing fee requirements, the secretary of state may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the secretary of state. Nothing in this chapter shall prevent the secretary of state from investigating and issuing a stop order suspending the offer and sale of a federal covered security for violation of RSA 421-B:5-501.