Provisions Applicable to All Registration Methods

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What this video covers

  • Who may file a registration statement: the issuer, any person on whose behalf the offering is made, or a registered broker-dealer (BD), and why a local BD filing independently matters especially in coordination cases
  • The three mandatory content items every registration must include, regardless of method: in-state offering amount, other states where filed, and any adverse order, judgment, or decree
  • When the Administrator may require escrow or impounding of proceeds, and the critical exam trap that these powers apply only to coordination and qualification, never to registration by filing
  • The three-year lookback period for escrow demands on securities issued to promoters for non-standard consideration or to any person for non-cash consideration
  • The one-year effective period for every registration statement, the prohibition on withdrawal if same-class securities remain outstanding, and the Administrator's discretion otherwise
  • Prospectus delivery requirements under any method versus the stricter pre-sale delivery rule that applies only to qualification
  • The quarterly cap on required reports: no more than four reports per year regardless of method or how aggressively the Administrator wants updates

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