Registration by Coordination
Registration by coordination applies to larger, national or regional interstate securities offerings that are required to register at both the federal and state levels. The registrations are coordinated by simultaneous filings with the Securities and Exchange Commission (SEC), New Mexico Securities Division (Securities Division) and other state securities agencies. Federal and state registrations can become effective simultaneously if there are no outstanding deficiencies based on the Securities Division requirements at the time the SEC declares a registration effective.
- NMSA 58-13C-303 – Securities Registration by Coordination specifies the information, documents and conditions for this type of registration.
- NMSA 58-13C-305 – Securities Registration Filings provides authority for the filing, fee and other requirements for securities registrations, including provisions for effective periods, reports and amendments that are specified further by regulation 12.11.8 NMAC.
- NMSA 58-13C-306 - Denial, Suspension and Revocation of Securities Registration provides grounds and procedures for denial, suspension and revocation of securities registrations and provides authority for the commissioner to apply “merit” or fairness standards for examinations of registration statements. The fairness criteria are specified by regulations as described for 12.11.9 NMAC.
- 12.11.8 NMAC specifies the requirements for application forms, offering documents, fees, amendments, extensions of registration, and abandoned applications, and reports of sales:
- A registration fee of 0.10% (one-tenth of one percent) of the aggregate amount of securities to be offered in New Mexico, with a minimum fee of $525 and a maximum fee of $2,500 for each class of shares and each year of registration
- Documents specified by NMSA 58-13C-303
- Form U-1: Uniform Application to Register Securities
- Form U-2: Uniform Consent to Service of Process
- Form U-2A: Uniform Form of Corporate Resolution, if applicable
- 188.8.131.52 NMAC specifies the acceptable forms, content, and delivery requirements for the prospectus in a registered securities offering as follows:
- Each prospectus for a securities offering filed for Registration by Coordination under NMSA 58-13C-303, and amendments thereto, shall contain the information required in part I of the registration statement filed by the issuer under the Securities Act of 1933, unless the commissioner modifies or waives the requirements pursuant to NMSA 58-13C-307.
- The prospectus for an offering registered by coordination shall be delivered as required under Securities Exchange Commission (SEC) rules.
- 12.11.9 NMAC list several statements of policy adopted by the North American Securities Administrators Association Inc. (NASAA) that may be applicable for registration of securities, depending upon the types of securities or business operations of issuers. Demonstration of compliance by issuers in registration statements is required for relevant policies or portions of policies, unless exceptions are allowed by the commissioner for good cause shown.