Section 130.510  Procedures for Registration of Securities by Coordination under Section 5.A of the Act

a)         Filing Requirements

1)         Application for registration of securities pursuant to Section 5.A of the Act shall be made by filing the following documents with the Securities Department in Springfield in the form required by Section 5.A(2) of the Act:

A)        One copy of the registration statement (without exhibits) that sets fort the title of the securities, price or proposed offering price, and aggregate number of units to be offered by the registration statement on file with the SEC in its most recent form as of the date of the initial filing under Section 5.A of the Act;

B)        A completed Application to Register Securities on Form U-1 as provided in Appendix B, executed by the applicant, if a natural person; or by a general partner, if the applicant is a partnership; or by an officer of the applicant, if a corporation; or in other cases by a credible person having knowledge of the facts, setting forth the title of the securities to be registered, the total offering of securities in number and dollar amount, the offering of securities in number and dollar amount to be offered in this State, the offering price or proposed offering price and the proposed maximum aggregate price and the proposed maximum aggregate price for the securities in this State as defined in Section 130.251 and, if the applicant is electing the date of effectiveness of a post-effective amendment filed or to be filed with the SEC as its "effective date" as defined in Section 2.13 of the Act, specifying that date as the "effective date" for purposes of paragraph 6 of the Application;

C)        If the applicant is not a registered dealer, the name of at least one registered dealer for the securities being registered (except that, in the case of securities being offered and sold on a delayed or continuous basis pursuant to 17 CFR 230.415 (May 31, 2011), the name of the registered dealer may be furnished no later than the close of business on the second business day following the commencement of sales of the registered securities), or if no registered dealer is participating in the offering, a description of the method by which the securities being registered will be offered and sold in Illinois in compliance with Section 8 of the Act; and

D)        The filing fee required by Section 5.C(1) of the Act in the form and amount required by Section 130.110 of this Part.

2)         The completed Application to Register Securities on Form U-1 shall constitute the application and the undertaking called for Sections 5.A(2)(c) and 5.A(2)(d), respectively, of the Act, except that:

A)        The time period for filing documents described in the undertaking set forth in paragraph 9(b) of the Application shall be deemed to be the seven calendar days after the forwarding of the document to the SEC;

B)        Only amendments to the federal registration statement that amend or supplement the registration statement need be filed pursuant to paragraph 9(b)(i) of the Application; and

C)        The applicant otherwise shall be required to comply with the undertakings set forth in paragraph 9 of the Application only to the extent required by the Act and this Part.

b)         If, prior to the effective date, there was filed with the Securities Department all of the documents and fees specified in subsection (a), registration of securities under Section 5.A of the Act shall become effective automatically on the effective date, provided that:

1)         the application for registration is not then the subject of pending proceedings under Section 11.F of the Act or of an order of suspension, denial or prohibition under Section 11 of the Act; and

2)         at least one of the following events occurred on or before the effective date:

A)        the Securities Department notified the applicant, in writing (which may be by telegraphic, electronic or facsimile transmission), that the documents and fees conform to the requirements of the Act and this Part;

B)        at least 10 business days have expired from and including the date on which all of the documents and fees specified in subsection (a) were filed with or paid to the Securities Department.

c)         If, prior to the effective date, all of the documents specified in subsection (a) were not filed with the Securities Department, the registration under Section 5.A of the Act shall take effect on the date that all of the following conditions are satisfied:

1)         All of the documents and fees specified in subsection (a) were filed with or paid to the Securities Department;

2)         The application for registration is not then the subject of pending proceedings under Section 11.F of the Act or of an order of suspension, denial or prohibition under Section 11 of the Act;

3)         There was filed with the Securities Department a statement from the applicant, in writing (which may be by telegraphic, electronic or facsimile transmission), that either:

A)        states that no securities that are part of the offering being registered have been sold in this State; or

B)        if securities that are part of the offering being registered have been sold in this State, sets forth the name and address of each purchaser of the securities, the dollar amount sold, and the exemption or exemptions from registration under Section 3 or 4 of the Act relied upon in making each sale;

4)         At least one of the following events occurred:

A)        The Securities Department notified the applicant, in writing (which may be by telegraphic, electronic or facsimile transmission), that the documents and fees conform to the requirements of the Act and this Part; or

B)        At least 10 business days have expired from and including the date on which all of the documents and fees specified in subsection (a) were filed with or paid to the Securities Department; and

5)         There was filed with the Securities Department a statement from the applicant, in writing (which may be by telegraphic, electronic or facsimile transmission), dated no earlier than the first business day preceding the date on which the registration under Section 5.A of the Act is to take effect, stating that:

A)        The registration statement filed under the Federal 1933 Act, as defined in Section 130.200 of this Part, is then in effect; and

B)        The registration statement, including any amendments or supplements, then on file with the Securities Department satisfies the requirements of section 10(a)(3) of the Federal 1933 Act, as defined in Section 130.200 of this Part.

d)         The applicant shall file with the Securities Department a notice, in writing (which may be by telegraphic, electronic or facsimile transmission), no later than the close of business on the second business day following the later of the effective date or the date on which the registration under Section 5.A of the Act shall take effect, of:

1)         The offering price (provided, that if the offering is to be made on a delayed or continuous basis pursuant to Rule 415 under the Federal 1933 Act, 17 CFR 230.415 as defined in Section 130.200 of this Part, the offering price need only be furnished if known to applicant and if not indicated in documents already on file with the Securities Department); and

2)         The date that the registration statement, or, if the applicant is electing the date of effectiveness of a post-effective amendment, that the post-effective amendment became effective under the Federal 1933 Act, as defined in Section 130.200 of this Part.

e)         No offering of securities shall be registered under Section 5.A of the Act if, prior to the effective date, all of the securities that are part of the offering being registered have been sold.  The Secretary shall require, in any case in which it appears that this subsection (e) may be violated, an affidavit to the effect that securities that are part of the offering remain available for sale.

f)         The issuer, controlling person or registered dealer who filed the application may petition the Securities Department, in writing, prior to effectiveness of the registration of the securities under the Federal 1933 Act, as defined in Section 130.200 of this Part, for a waiver of automatic effectiveness of the registration of securities under the Act if such effectiveness would cause the issuer, controlling person or registered dealer to violate any provision of the Act or this Section.  The Securities Department shall notify the issuer, controlling person or registered dealer in writing of the Secretary's decision to grant or deny any request for waiver of automatic effectiveness.  If the waiver is granted, the registration of securities shall become effective automatically on the date designated in writing by the issuer, controlling person or registered dealer who filed the application, provided that person has satisfied all of the requirements of the Act and this Section.

(Source:  Amended at 36 Ill. Reg. 2852, effective February 8, 2012)