What is Registration by Coordination?

B is correct. Registration by coordination is the most appropriate method when securities are simultaneously registered with the SEC and being offered in multiple states. This method allows Sunrise to file with each state securities administrator and have all state registrations automatically become effective when the SEC declares the registration effective, creating a single coordinated effective date across all jurisdictions.

A is incorrect because registration by qualification is used for securities not registered with the SEC (typically intrastate offerings or private placements going public at the state level). Qualification would be inefficient here because each state Administrator would set different effective dates. C is incorrect because notice filing applies to federal covered securities, such as investment company securities, and unlisted IPO shares are not federal covered securities. D is incorrect because SEC registration alone does not preempt state registration; only federal covered securities (such as securities listed on a national securities exchange) are exempt from it, and these shares will not be listed.

C is correct. Registration by coordination becomes effective at the same time as the SEC registration becomes effective, provided that (1) no stop order is in effect and no stop-order proceeding is pending, (2) the registration statement has been on file with the Administrator for at least 10 days, and (3) the price statement has been on file for 2 full business days, unless the Administrator waives a condition. This automatic coordination is the defining feature of this registration method.

A is incorrect because this describes registration by qualification, where the state Administrator has discretion to set the effective date and must issue an order. Coordination does not require an Administrator order if conditions are met. B is incorrect because the effectiveness is not automatic after a fixed period; it depends on when the SEC registration becomes effective. The 10-day filing period must run, but effectiveness still ties to SEC timing. D is incorrect because the 2-business-day pricing requirement is a condition that must be met, but effectiveness is still tied to SEC effectiveness, not 2 days after the pricing filing.

D is correct. Under Uniform Securities Act Section 303(c), a coordination registration becomes effective automatically at the moment the federal registration becomes effective only if no stop order is in effect or proceeding pending, the registration statement has been on file for at least 10 days, and the price statement (maximum and minimum offering prices and maximum underwriting discounts) has been on file for 2 full business days. Coastal filed the price statement on January 28, so when the SEC declared the registration effective on January 30 only one full business day (January 29) had passed. Because the condition was not waived, the Act provides that the state registration becomes effective automatically as soon as all the conditions are satisfied, which is after the SEC effective moment.

A is incorrect because the 10-day filing period (satisfied on January 20) is only one condition, and effectiveness is tied to the federal effective date, not to the end of the filing period. B is incorrect because filing the price statement starts the 2-full-business-day clock; it does not make the registration effective. C is incorrect because the price statement had not been on file for 2 full business days on January 30, so automatic effectiveness at the SEC moment was blocked.

C is correct (the exception). In registration by coordination, the state Administrator does not set the effective date. The registration automatically becomes effective when the SEC registration becomes effective (provided minimum filing period elapsed, no stop order or proceeding pending, and the price statement on file for 2 full business days). The Administrator setting the effective date is the defining characteristic of registration by qualification, not coordination.

A is accurate: Registration by coordination requires that securities be simultaneously registered with the SEC under the Securities Act of 1933. This is what distinguishes coordination from qualification. B is accurate: The automatic effectiveness at the same time as SEC registration is the core feature of coordination, allowing issuers to coordinate federal and state effectiveness. D is accurate: Section 303(b) requires copies of the latest federal prospectus and lets the Administrator, by rule or otherwise, require the articles of incorporation, by-laws, and underwriting agreements.

B is correct. Statements 1, 3, and 4 are required conditions.

Statement 1 is true: The registration statement must have been on file with the Administrator for at least 10 days. This gives the state time to review the filing. If the SEC becomes effective before the 10 days have run, Ohio's registration becomes effective automatically once they have.

Statement 2 is false: Registration by coordination does not require the state Administrator to issue an approval order. This is the key difference from registration by qualification. Coordination becomes effective automatically when conditions are met; no Administrator order is needed (unless the Administrator issues a stop order to prevent effectiveness).

Statement 3 is true: No stop order can be pending from the state Administrator. If the Administrator finds the registration incomplete, misleading, or fraudulent, they can issue a stop order that prevents the registration from becoming effective, even if the SEC registration is effective.

Statement 4 is true: The pricing statement (maximum and minimum offering prices and underwriting discounts) must have been on file with the state for 2 full business days before the effective date. This gives the state time to review final pricing before effectiveness.