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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), Office of the Kansas Securities Commissioner (KSC) and other state securities agencies. Federal and state registrations can become effective simultaneously if there are no outstanding deficiencies based on KSC requirements at the time the SEC declares a registration effective.

Statutes
  • K.S.A. 17-12a303 – Securities Registration by Coordination specifies the information, documents and conditions for this type of registration.
  • K.S.A. 17-12a305 – 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 K.A.R. 81-4-1.
  • K.S.A. 17-12a306 - 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 K.A.R. 81-7-1 or K.A.R. 81-7-2.

Regulations
  • K.A.R. 81-4-1 specifies the requirements for application forms, offering documents, fees, amendments, extensions of registration, and abandoned applications, and reports of sales:
    • A registration fee of 0.05% (one-twentieth of one percent) of the aggregate amount of securities to be offered in Kansas, with a minimum fee of $100 and a maximum fee of $1,500 for each year of registration
    • Documents specified by K.S.A 17-12a303(b)
    • Form KSC-1 for extension or termination of registrations to report sales in Kansas along with required fees as specified on the form
    • 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
    • Procedures for determining abandoned applications and issuance of a Notice of Abandonment
  • K.A.R. 81-6-1 specifies the acceptable forms, content, and delivery requirements for the prospectus in a registered securities offering as follows:
    • (b)(1) Each prospectus for a securities offering filed for Registration by Coordination under K.S.A.17-12a303, 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 K.S.A. 17-12a307.
    • The prospectus for an offering registered by coordination shall be delivered as required under Securities Exchange Commission (SEC) rules.
  • K.A.R. 81-7-1 and K.A.R. 81-7-2 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.
  • K.A.R. 81-7-3 specifies financial statement requirements for securities registration. Generally, audited financial statements are required unless the issuer meets conditions for reviewed financial statements based on other regulations for Small Company Offering Registration (SCOR) or nonprofit debt offerings.