Georgia Issues Administrative Orders to Coordinate with New Georgia Securities Act
Administrative orders were issued by the Georgia Commissioner of Securities to coordinate with the new Georgia Uniform Securities Act adopted effective July 1, 2009. The 13 administrative orders, also effective July 1, 2009, are summarized as follows:
Federal Covered Securities...
* Issuers making a Rule 506 offering may file a notice consisting of a copy of Form D (including the Appendix), a consent to service of process signed by the issuer (although the consent may be incorporated in the Form D filing with the SEC), and a $250 fee. The notice must be filed no later than 15 days after the first sale of the security in Georgia. NOTE that this filing is permissive, not mandatory, because the new statute authorizes the Commissioner to require a notice filing only by adopting a rule, not an administrative order.
* The federal covered security notice filings for investment companies under Section 18(b)(2) of the Securities Act of 1933 are mandatory because the new statute authorizes the Commissioner to require them by either adopting a rule or an administrative order. For the initial offer, an issuer must file all records comprising the SEC-filed federal registration statement, a consent to service of process and a $250 fee. After the initial offer, the issuer files all records of any SEC-filed amendments to the federal registration statement. To compute fees, the issuer files a report of the value of the federal covered securities offered or sold to persons in Georgia if the sales data is not included in the SEC-filed records, and a $250 fee. A notice filing take effect for one year from the date it is filed with the Georgia Commissioner or the date the offering takes effect with the SEC, whichever date occurs last. The issuer may submit a renewal notice and $100 fee before the expiration of the current notice so that the renewal notice then takes effect on the expiration date of the current notice. NOTE that a previously filed consent to service of process may be incorporated by reference into a renewal.
Securities Registration...
* The filing fee to register securities by coordination or qualification is 1/20th of 1% of the maximum aggregate offering price at which the registered securities will be offered in Georgia, with a minimum fee of $250. NOTE that a maximum fee is not set.
Broker-Dealers and Agents...
* Entities that administer employee benefit plans described in the employee benefit plan transactional exemption at Section 10-5-11(21) of the new Act are excluded from the "broker-dealer" definition in the Act unless the entities fall within the definition of a broker-dealer by engaging in activities not strictly related to the administration of employee benefit plans.
* Canadian and other foreign jurisdiction broker-dealers and their employing agents who do not have a place of business in Georgia but are present or temporarily present in the State to engage in certain securities transactions are exempt from broker-dealer and agent registration in Georgia upon satisfying specified conditions.
* Registrations, renewals, transfers and terminations of broker-dealers and agents must be filed through the Central Registration Depository (CRD).
* FINRA examinations required for broker-dealer agents, as well as exam waivers are set forth.
* Post-registration requirements including net worth, bonding, financial statement and recordkeeping are set forth for FINRA and non-FINRA broker-dealers.
Investment Advisers, Investment Advisers and Federal Covered Investment Advisers...
* Investment advisers, investment adviser representatives and federal covered investment advisers that would have been exempt from registration or notice filing under the de-minimis exemption at Section 10-5-3(b)(2) of the Georgia Securities Act of 1973 will be exempt from registration under Section 10-5-32 of the new Act until December 31, 2009.
* Registrations, renewals, transfers and terminations for investment advisers and investment advisers must be filed through the Investment Adviser Registration Depository (IARD).
* Examinations required for investment advisers and investment adviser representatives are set forth.
* Notice filing requirements for federal covered investment advisers through the IARD are implemented.
* Post-registration requirements including financial statements, recordkeeping and brochure disclosures are set forth for investment advisers.
Forms...
* The downloadable forms on the Georgia website under "securities" are the current forms to use.
Lastly...
The nonprofit organization exemption for securities at Section 10-5-10(7) of the new Act remains self-executing (no filing/no fee) until the Georgia Securities Commissioner adopts a rule.
For more information please see here.