Question 1
Multiple ChoiceBlue Ridge Coffee, Inc., is a privately owned company with several locations in State L. The company wants to sell shares to public investors who are residents of State L only. Under the Uniform Securities Act, the company would generally need to register the offering
Explanation
Registration by qualification is generally used when the other registration methods are not available. A privately held company conducting an intrastate public offering would not use notice filing for federal covered securities and would not register by coordination unless there is a simultaneous federal registration.
Why the Other Answers Are Incorrect
Notice filing applies to federal covered securities, not to this type of state-level public offering.
Registration by coordination is used when the offering is also being registered with the SEC.
Operating only within one state does not automatically make a public offering exempt from registration.
Question 2
Multiple ChoiceUnder the Uniform Securities Act, which statement about registration by coordination is correct?
Explanation
Registration by coordination is used when the same securities offering is also being registered with the SEC under the Securities Act of 1933. The state registration is coordinated with the federal registration and generally becomes effective at the same time as the federal registration.
Why the Other Answers Are Incorrect
Registration by coordination does not require separate approval by the Administrator before becoming effective.
The effectiveness of a registration statement does not mean the Administrator has approved the security or verified the accuracy or completeness of the filing.
A prospectus may be delivered before the security is delivered. The rule does not require delivery only after the security has been delivered.
Question 3
Multiple ChoiceA corporation files a registration statement with the Administrator to register a securities offering in State R. Under the Uniform Securities Act, the registration statement must generally include all of the following except
Explanation
A state registration statement must generally include the amount of securities to be offered in that state, the other states where the securities are registered or expected to be registered, and any adverse order or stop order issued in another state.
The issuer does not have to specify the exact amount of securities that will be offered in each other state.
Why the Other Answers Are Incorrect
The amount being offered in the state is required because it helps determine the state filing fee.
The issuer must disclose the other states where the security is registered or expected to be registered.
A stop order or adverse order from another state affecting the offering must be disclosed.
Question 4
Multiple ChoiceUnder the Uniform Securities Act, which type of filing generally involves the least review by the state Administrator before becoming effective?
Explanation
Notice filing involves the least active review by the state Administrator. It is used for federal covered securities and federal covered investment advisers, where the Administrator may require filing of copies of documents filed with the SEC, a consent to service of process, and applicable fees. Because these securities or advisers are federally covered, the state Administrator does not conduct the same level of review used for state registration.
Why the Other Answers Are Incorrect
Registration by qualification generally involves active review by the Administrator and becomes effective when ordered by the Administrator.
Registration by coordination may involve some state review, even though it is coordinated with a federal registration statement.
Form BD is used for broker-dealer registration, which involves professional licensing review rather than the limited review associated with notice filing.
Question 5
Multiple ChoiceEvergreen Growth Fund is a newly organized open-end investment company that is registering its shares with the SEC. Under the National Securities Markets Improvement Act of 1996, the fund’s shares may generally be offered in a state through
Explanation
Shares of an open-end investment company registered with the SEC are federal covered securities. Because federal covered securities are not subject to the normal state registration process, the state may generally require notice filing, payment of a fee, and related filing materials.
Why the Other Answers Are Incorrect
Registration by qualification is used when other state registration methods are not available and does not apply to federal covered securities.
Registration by coordination is used when a securities offering is registered with both the SEC and the state, but mutual fund shares that are federal covered securities use notice filing instead.
Securitization is not a method of registering securities under the Uniform Securities Act.
Question 6
Multiple ChoiceWhich statement best describes the impact of the National Securities Markets Improvement Act of 1996 on the registration of covered securities?
Explanation
The National Securities Markets Improvement Act of 1996 preempts state registration requirements for federal covered securities. States may not require these securities to go through the normal state registration process, although they may still require notice filing, fees, and consent to service of process in certain cases.
Why the Other Answers Are Incorrect
Covered securities do not require full dual registration with both the SEC and the states.
NSMIA reduced state authority over the registration of covered securities rather than increasing it.
Intrastate securities registration existed before NSMIA and is not the main effect of the Act.
Question 7
Multiple ChoiceA technology company is preparing a public offering and has filed a registration statement with the SEC under the Securities Act of 1933. The company also wants to register the same offering in a state. Under the Uniform Securities Act, the appropriate state registration method is
Explanation
Registration by coordination is used when a securities offering is being registered with the SEC and the issuer also seeks registration in one or more states. The state registration is coordinated with the federal registration statement.
Why the Other Answers Are Incorrect
Registration by qualification is generally used when registration by coordination is not available, such as certain intrastate offerings not registered with the SEC.
Notice filing applies to federal covered securities, such as mutual fund shares, rather than ordinary securities requiring state registration.
Registration by implementation is not a registration method under the Uniform Securities Act.
Question 8
Multiple ChoiceWhich of the following securities offerings would most likely be registered by qualification under the Uniform Securities Act?
Explanation
Registration by qualification is generally used when the security does not qualify for another registration method, such as coordination or notice filing. An intrastate offering that is not registered with the SEC would most likely be registered by qualification at the state level.
Why the Other Answers Are Incorrect
Common stock issued by a national bank is generally an exempt security.
A rights offering by a company whose stock is listed on the NYSE would generally involve a federal covered security and would not be registered by qualification.
Equipment trust certificates issued by a railroad company are generally exempt securities.
Question 9
Multiple ChoiceA corporation’s securities registration statement has become effective in a state under the Uniform Securities Act. What does this mean?
Explanation
When a securities registration statement becomes effective, the securities covered by that registration may be legally offered and sold in the state. Effectiveness does not mean that the Administrator has approved the security, verified the accuracy of the filing, or determined that the investment is suitable.
Why the Other Answers Are Incorrect
The Administrator does not guarantee that the registration statement is accurate, complete, or free from misleading information.
Registration does not mean the state has approved, recommended, or judged the investment merits of the security.
Question 10
Multiple ChoiceA mutual fund registered under the Investment Company Act of 1940 wants to offer its shares to investors in a state. Under the Uniform Securities Act, the state may generally require the fund to use which process?
Explanation
Shares of an open-end investment company registered under the Investment Company Act of 1940 are federal covered securities. Because of that status, the state may not require full registration but may require notice filing, payment of fees, and related filing materials.
Why the Other Answers Are Incorrect
Registration by coordination is used for certain offerings registered with the SEC under the Securities Act of 1933, but mutual fund shares that are federal covered securities generally use notice filing.
Registration by qualification is used when other registration methods are not available and the security is not federal covered.
Registration by implementation is not a registration method under the Uniform Securities Act.