Q Bank Unit 2.4 Series 63

All of the following must be specified in the state registration statement of a security EXCEPT: A) the total amount of the security that will be offered in each state. B) a stop order from another state that affects the offering of the security within that state. C) the total amount of the security that will be offered in this state. D) all other states where the security is currently registered or will be registered.

Answer: A It is not necessary to list the total amount of the security to be offered in all states. However, for filing fee purposes, the amount to be sold in this state must be disclosed.

When registering a security under the Uniform Securities Act, an issuer or its representative must indicate all of the following EXCEPT: A) the effective date of the offering. B) all other states in which the security is to be registered. C) the amount of securities to be offered in the state. D) adverse rulings by a court, regulatory authority, or the SEC with respect to the offering.

Answer: A The effective date is determined by the state Administrator or the SEC, not the issuer of the security. Issuers must indicate all other states in which the security is to be registered. The amount of securities to be offered in the state, for which a specific registration is sought, must be disclosed in addition to any adverse rulings related to the offering.

Which of the following statements regarding registration provisions is NOT true? A) The Administrator may, as a condition of registration by qualification or coordination, rule that the securities may only be sold on a specified form of subscription and that a signed copy be filed with the Administrator. B) The Administrator may not, as a condition of registration by qualification or coordination, require the security be deposited in escrow and the proceeds be impounded until the issuer receives a specified amount. C) Every registration must specify the total amount of securities offered, the states in which offering is to be made, and any adverse order or judgment by a regulatory authority. D) The Administrator may by order permit omission of items of information or documents from a registration statement.

Answer: B The Administrator may, as a condition of registration by qualification or coordination, require the security to be deposited in escrow and the proceeds to be impounded until the issuer receives a specified amount. It is true that every registration must specify the amount of securities to be sold in the state, the states in which offering is to be made, and any adverse order or judgment of a regulatory authority. The Administrator may by order permit omission of any item of information or document from a registration statement. The Administrator may, as a condition of registration by qualification or coordination, rule that the securities may only be sold on a specified form of subscription and that a signed copy be filed with the Administrator.

With regard to the registration requirements of the Uniform Securities Act, which of the following statements are TRUE? Only the issuer itself can file a registration statement with the Administrator. An application for registration must indicate the amount of securities to be issued in the state. The Administrator may require registrants to file quarterly reports. A) I and III. B) I, II and III. C) II and III. D) I and II.

Answer: C The USA requires that any application for registration include the amount of securities to be sold in that state. The Administrator has the power to request regular filings of reports, but no more frequently than quarterly. While the issuer is most commonly the registrant, application may also be made by selling stockholders and broker/dealers.

Under the Uniform Securities Act, any securities registration statement must include: the amount of securities to be offered in that state. a list of the other states in which the security will be registered. a copy of the prospectus or offering circular. A) I and II. B) I and III. C) II and III. D) I, II and III.

Answer: D A registration statement must include all three items shown, plus any adverse finding by any court, any Administrator, or the SEC.

Under the Uniform Securities Act, a registration statement for a securities issue may be filed by any of the following EXCEPT: A) the issuer. B) a broker/dealer. C) any person for whose benefit the issue will be sold. D) the Administrator of the state in which the issue is to be sold.

Answer: D Come on - did you really think that the Administrator would file a registration statement with himself? Another exception in a question like this would be "an agent".

Which of the following statements are TRUE? It is unlawful for anyone to conduct business as a broker/dealer in a state unless also registered as an agent. A registration statement may be filed by an issuer itself, a broker/dealer, or any other person on whose behalf the offering is to be made. Registration of an agent is not effective when the agent is not associated with a broker/dealer registered under the act. Registrations are automatically renewed 1 year after approval, provided no violations occurred during the year. A) I and III. B) I and IV. C) II and IV. D) II and III.

Answer: D It is unlawful for anyone to conduct business as a broker/dealer in a state unless properly registered as such; an agent is not a broker/dealer. A registration statement can be filed by an issuer itself or any other person on whose behalf the offering is to be made, or by a broker/dealer. Registration of an agent is not effective when the agent is not associated with a broker/dealer registered under the act. Registrations expire December 31st unless renewed, regardless of violations.

All of the following must be specified in a security's state registration statement EXCEPT: A) a stop order from another state that affects the offering of the security within that state. B) the amount of securities to be offered in the state. C) the expected use of the projected proceeds of the offering. D) the total amount of the security that will be offered in other states.

Answer: D The total amount of the security to be offered in other states need not be specified although identifying those states is required. The amount of the security to be offered in the state of registration is required, as it generally provides the basis on which the registration fee is calculated. A stop order from another state that affects the offering of the security within the state must be included. The registration statement will always describe the intended use of the proceeds.