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7 LONG TITLE
8 General Description:
9 This bill concerns the filing fee for certain notice filings with the Utah Division of
10 Securities.
11 Highlighted Provisions:
12 This bill:
13 ▸ waives the notice filing fee for the timely filing of United States Securities
14 Exchange Commission Form D when the total offering amount does not exceed
15 $500,000; and
16 ▸ makes technical changes.
17 Money Appropriated in this Bill:
18 None
19 Other Special Clauses:
20 None
21 Utah Code Sections Affected:
22 AMENDS:
23 61-1-15.5, as last amended by Laws of Utah 2020, Chapter 77
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25 Be it enacted by the Legislature of the state of Utah:
26 Section 1. Section 61-1-15.5 is amended to read:
27 61-1-15.5. Federal covered securities.
28 (1) The division by rule or order may require the filing of any of the following
29 documents with respect to a covered security under Section 18(b)(2) of the Securities Act of
30 1933:
31 (a) before the initial offer of federal covered security in this state, a notice form as
32 prescribed by the division or all documents that are part of a federal registration statement filed
33 with the Securities and Exchange Commission under the Securities Act of 1933, together with
34 a consent to service of process signed by the issuer and a filing fee as determined under Section
35 61-1-18.4;
36 (b) after the initial offer of such federal covered security in this state, all documents
37 that are part of an amendment to a federal registration statement filed with the U.S. Securities
38 and Exchange Commission under the Securities Act of 1933, which shall be filed concurrently
39 with the division;
40 (c) a report of the value of federal covered securities offered or sold in this state,
41 together with a filing fee as determined under Section 61-1-18.4; and
42 (d) a notice filing under this section shall be effective for one year and shall be
43 renewed annually in order to continue to offer or sell the federal covered securities for which
44 the notice was filed.
45 (2) (a) With respect to a security that is a covered security under Section 18(b)(4)(F) of
46 the Securities Act of 1933, the division by rule or order may require the issuer to file a notice
47 on SEC Form D and a consent to service of process signed by the issuer no later than 15 days
48 after the [
49 together with a filing fee as determined under Section 61-1-18.4.
50 (b) The division shall waive the filing fee described in Subsection (2)(a) if:
51 (i) the filing is timely; and
52 (ii) the total offering amount listed on SEC Form D does not exceed $500,000.
53 (3) The division by rule or order may require the filing of a document filed with the
54 Securities and Exchange Commission under the Securities Act of 1933, with respect to a
55 covered security under Securities Act of 1933, Section 18(b)(3) or (4), together with a filing fee
56 as determined under Section 61-1-18.4.
57 (4) With the concurrence of the commission, the director, by means of an adjudicative
58 proceeding conducted in accordance with Title 63G, Chapter 4, Administrative Procedures Act,
59 may issue a stop order suspending the offer and sale of a federal covered security, except a
60 covered security under Section 18(b)(1) of the Securities Act of 1933, if the director finds that
61 the order is in the public interest and there is a failure to comply with any condition established
62 under this section.
63 (5) The division by rule or order may waive any or all of the provisions of this section.