NASAA Series 63Regulation of Securities and IssuersMedium
An issuer wishes to register securities in a state but is not registering the offering with the SEC. Under the Uniform Securities Act, this registration would most likely be accomplished by:
- AAn exempt transaction filing
- BRegistration by coordination
- CRegistration by qualification
- DRegistration by notification
Show answer & explanationAnswer & explanation
Correct answer: C. Registration by qualification
Registration by qualification is the method used when an issuer is not simultaneously registering with the SEC. It may be used by any issuer and becomes effective when the Administrator so orders.
Why the other options are wrong
- A. An exempt transaction filing does not apply since full registration is being sought.
- B. Coordination requires a concurrent SEC filing, which is absent here.
- D. Notification is an outdated term not applicable under the current Act.
Registration by Qualification
A registration method available to any issuer, used most often when there is no simultaneous federal registration.
- Becomes effective when the Administrator so orders
- Available to any issuer regardless of federal filing status
- Requires filing a registration statement containing specified information
Memory trick: Qualification = Quiet, no SEC filing needed