WSR 15-19-163 PROPOSED RULES DEPARTMENT OF FINANCIAL INSTITUTIONS (Securities Division) [Filed September 23, 2015, 10:53 a.m.]
Original Notice.
Preproposal statement of inquiry was filed as WSR 15-09-131.
Title of Rule and Other Identifying Information: The securities division proposes to create new rules to codify the renewal application requirements for securities registered by coordination under RCW 21.20.180 and securities registered by qualification under RCW 21.20.210.
Hearing Location(s): Department of Financial Institutions (DFI), 150 Israel Road S.W., Tumwater, WA 98501, on October 28, 2015, at 10:00 a.m.
Date of Intended Adoption: October 29, 2015.
Submit Written Comments to: Jill Vallely, Securities Division, P.O. Box 9033, Olympia, WA 98507-9033, e-mail jill.vallely@dfi.wa.gov, fax (360) 704-7035, by October 27, 2015.
Assistance for Persons with Disabilities: Contact Carolyn Hawkey, P.O. Box 9033, Olympia, WA 98507, TTY (360) 664-8126 or (360) 902-8760.
Purpose of the Proposal and Its Anticipated Effects, Including Any Changes in Existing Rules: An offering of securities may be registered in Washington by coordination under RCW 21.20.180 or by qualification under RCW 21.20.210 for an initial period of twelve months. Pursuant to RCW 21.20.340, securities issuers may apply to renew securities registration for an additional twelve-month period by filing a renewal application. The rule-making proposal would create two new rules to codify the securities division's longstanding requirements for renewal applications.
Reasons Supporting Proposal: The Securities Act of Washington specifies the requirements for filing an initial application to register securities, but it does not specify the requirements for a renewal application. By creating rules to specify the filing requirements for renewal applications, the securities division will provide necessary information to securities issuers.
Statute Being Implemented: Chapter 21.20 RCW.
Rule is not necessitated by federal law, federal or state court decision.
Name of Proponent: DFI, securities division, governmental.
Name of Agency Personnel Responsible for Drafting: Jill Vallely, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8760; Implementation: Scott Jarvis, Director, DFI, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8760; and Enforcement: William Beatty, Director, Securities, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8760.
No small business economic impact statement has been prepared under chapter 19.85 RCW. The proposed rule will not impose more than minor costs on businesses.
A cost-benefit analysis is not required under RCW 34.05.328. DFI is not one of the agencies listed in RCW 34.05.328.
September 23, 2015
Scott Jarvis
Director
NEW SECTION
WAC 460-16A-033 Renewal of registration of securities by coordination.
(1) An issuer may renew the registration of an offering of securities registered by coordination under RCW 21.20.180 for each additional twelve-month period in which the offering is continuing. To renew an offering, the issuer must file the following with the securities division no later than thirty days prior to the expiration date of the current registration permit:
(a) A completed application on Form U-1 marked "renewal";
(b) A renewal fee of one hundred dollars, as specified in RCW 21.20.340(3);
(c) A copy of the prospectus or offering document that has been amended in accordance with WAC 460-16A-126 to reflect all material changes that affect the offering. The prospectus or offering document must be dated within the past twelve months;
(d) The financial statements required by RCW 21.20.180(8), dated as of the end of the issuer's most recent fiscal year; and
(e) A sales report, dated as of the most recent practicable date, containing the dollar amount of each class of securities sold in the state during the current registration period.
(2) The registration of an offering of securities shall not be considered renewed until the securities division has issued a permit renewing the registration.
(3) An issuer may increase the amount of securities registered in the state at the time it renews its registration by amending the application form to reflect the increased amount of securities to be registered and paying the fee specified in RCW 21.20.340(3) to register the additional amount of securities.
NEW SECTION
WAC 460-16A-036 Renewal of registration of securities by qualification.
(1) An issuer may renew the registration of an offering of securities registered by qualification under RCW 21.20.210 for one additional twelve-month period. To renew an offering, the issuer must file the following with the securities division no later than thirty days prior to the expiration date of the current registration permit:
(a) A completed application for registration by qualification marked "renewal";
(b) A renewal fee of fifty dollars, as specified in RCW 21.20.340(1);
(c) A copy of the prospectus or offering document that has been amended in accordance with WAC 460-16A-126 to reflect all material changes that affect the offering. The prospectus or offering document must be dated within the past twelve months;
(d) The financial statements specified in RCW 21.20.210(14), dated as of the end of the issuer's most recent fiscal year. If the issuer's fiscal year ended more than four months prior to the date of application, the issuer should submit an unaudited interim balance sheet dated within four months prior to the date of the renewal application; and
(e) A sales report, dated as of the most recent practicable date, containing the dollar amount of each class of securities sold in the state during the current registration period.
(2) The registration of an offering of securities shall not be considered renewed until the securities division has issued a permit renewing the registration.
(3) An issuer may increase the amount of securities registered in the state at the time it renews its registration by amending the application form to reflect the increased amount of securities to be registered and paying the fee specified in RCW 21.20.340(1) to register the additional amount of securities, provided that the total offering amount does not exceed any offering amount limitations to which the offering is subject.
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