Senate Bill 2713

AN ACT TO AMEND SECTIONS 75-71-305 AND 75-71-310, MISSISSIPPI CODE OF 1972, TO REVISE REQUIRED FILING FEES FOR NOTICE FILINGS FOR FEDERAL COVERED SECURITIES AND FOR RENEWALS AND COMPLETION OF THE OFFERING; AND FOR RELATED PURPOSES.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. Section 75-71-305, Mississippi Code of 1972, is amended as follows:

75-71-305. (a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this chapter.

(b) Filing fee. A person filing a registration statement shall pay a filing fee as set forth in Section 75-71-310. This fee shall be nonrefundable except as provided in Section 75-71-310.

(1) The amount of securities to be offered in this state;

(2) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(3) Any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court.

(d) Incorporation by reference. A record filed under this chapter or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) Nonissuer distribution. In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or Section 75-71-304, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) Escrow and impoundment. A rule adopted or order issued under this chapter may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this chapter, but the administrator may not reject a depository institution solely because of its location in another state.

(g) Form of subscription. A rule adopted or order issued under this chapter may require as a condition of registration that a security registered under this chapter be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this chapter or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

(h) Effective period. Except while a stop order is in effect under Section 75-71-306, a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this chapter during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this chapter are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the administrator.

(i) Periodic reports. While a registration statement is effective, a rule adopted or order issued under this chapter may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

(j) Posteffective amendments. A registration statement may be amended after its effective date. The posteffective amendment becomes effective when the administrator so orders.* * * A posteffective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.

SECTION 2. Section 75-71-310, Mississippi Code of 1972, is amended as follows:

75-71-310. (a) Required fees for notice filing for federal covered securities under Section 18(b)(2). The initial filing fee for a notice filing with respect to a federal covered security described in subsection (a) of Section 75-71-302 is * * * One Thousand Dollars ($1,000.00).

(b) Required fees for notice filings for federal covered securities. The filing fee for a notice filing with respect to a security that is a federal covered security * * * described in Section 75-71-302 (c) and (e) is Three Hundred Dollars ($300.00). The fee for a late filing, which is an additional fee, is one percent (1%) of the dollar amount of the offering sold in the state up to a maximum of Five Thousand Dollars ($5,000.00).

(c) Required fees for securities registration filings under Section 75-71-305. * * * ~~(1)~~ The filing fee for a registration statement under Section 75-71-305 is * * * One Thousand Dollars ($1,000.00).

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(d) Renewals. The fee for any renewal required under this chapter or rule of the administrator is Three Hundred Dollars ($300.00).

(e) Termination or withdrawal. The fee for filing a notification of completion, termination or withdrawal of an offering required under this chapter or rule of the administrator is Fifty Dollars ($50.00).

SECTION 3. This act shall take effect and be in force from and after July 1, 2020.