1. (a) Notice filings.

   1. (1) A notice filing for covered securities under Section 18(b)(2) of the Securities Act of 1933 shall contain the following:

      1. (A) Initial offerings.

2. (i) The filing fee prescribed by Arkansas Code § 23-42-509(a)(1) of the Arkansas Securities Act, Arkansas Code § 23-42-101 et seq.

   1. (ii)
3. (a) (a) Form NF.

4. (b) (b) For issuers paying less than the maximum filing fee, a sales report of the amount of securities sold in this state during the filing period shall be provided on Form NF.

   1. (c) (c) The sales report shall be provided no later than two (2) months after the issuer’s fiscal year-end.

      1. (iii) Form U-2;

      2. (B) Renewed offerings.

         1. (i) The filing fee prescribed by Arkansas Code § 23-42-509(a)(1) of the Arkansas Securities Act.
         2. (ii)
5. (a) (a) Form NF.

6. (b) (b) For issuers paying less than the maximum filing fee, a sales report of the amount of securities sold in this state during the previous filing period shall be provided on Form NF.

   1. (c) (c) The sales report shall be provided no later than two (2) months after the issuer’s fiscal year-end; and

      1. (C) Amended offerings.

         1. (i) The filing fee prescribed by Arkansas Code § 23-42-509(b) of the Arkansas Securities Act.
         2. (ii) Form NF.

   2. (2) A notice filing for covered securities under Section 18(b)(4)(F) of the Securities Act of 1933 shall meet the following requirements:

      1. (A) The filing fee prescribed by Arkansas Code § 23-42-509(c) of the Arkansas Securities Act;

      2. (B)

         1. (i) A copy of Form D, filed no later than fifteen (15) days after the first sale in Arkansas.
         2. (ii) Any amendments to Form D filed with the United States Securities and Exchange Commission shall be filed concurrently with the Securities Commissioner.
         3. (iii) Any amendments to Form D required to be filed with the United States Securities and Exchange Commission pursuant to Regulation D, but not filed with the United States Securities and Exchange Commission, shall be filed with the commissioner within fifteen (15) days after the event or activity necessitating the amendment;

      3. (C)

         1. (i) A sales report shall be filed with the commissioner no later than fifteen (15) days after the first sale in Arkansas.
         2. (ii) The sales report shall include the following:
7. (a) (a) The date of the first sale in Arkansas;

8. (b) (b) The number of sales and the amount of sales made to accredited investors;

   1. (c) (c) The number of sales and the amount of sales made to unaccredited investors;

      1. (d) (d) The type of security sold; and

9. (e) (e) The aggregate offering price of the security sold.

   1. (iii) Issuers paying less than the maximum filing fee shall provide to the commissioner a final sales report reflecting the final amount of sales to investors in Arkansas during the previous filing period;

      1. (D) Electronic filing.

         1. (i) A notice of sales on Form D may be filed by electronic format by means of the Electronic Filing Depository (EFD) maintained by NASAA.
         2. (ii) Every notice of sales on Form D submitted through EFD must be signed by a person duly authorized by the issuer; and
      2. (E) Renewal. For each additional twelve-month period in which the same offering is continued, the issuer shall submit to the commissioner the forms and documents required to be filed with the United States Securities and Exchange Commission under the Securities Act of 1933 and pay a fee of one hundred dollars ($100) as set out in Arkansas Code § 23-42-509(c)(3)(C).

   2. (3) The following provisions apply to offerings made under Tier 2 of federal Regulation A and Section 18(b)(3) of the Securities Act of 1933:

      1. (A) Initial filing.

         1. (i) The notice filing period is effective for twelve (12) consecutive months from the date of effectiveness.
         2. (ii) An issuer planning to offer and sell securities in this state in an offering exempt under Tier 2 of federal Regulation A shall submit to the commissioner prior to the initial offer or sale in this state the following:
10. (a) (a) A completed Regulation A-Tier 2 notice filing form or copies of all documents filed with the United States Securities and Exchange Commission;

11. (b) (b) A consent to service of process on Form U-2 if not filing on the Regulation A-Tier 2 notice filing form; and

    1. (c) (c) The filing fee as prescribed by Arkansas Code § 23-42-509(e)(2) of the Arkansas Securities Act; and

       1. (B) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting a Tier 2 offering under federal Regulation A may renew the unsold portion of its notice filing by submitting to the commissioner on or before the expiration of the notice filing the following:

          1. (i) The Regulation A-Tier 2 notice filing form marked “renewal”; and
          2. (ii) The filing fee as prescribed by Arkansas Code § 23-42-509(e)(2) of the Arkansas Securities Act.

    2. (4) With respect to an issuer of a covered security under Section 18(b)(4)(C) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(4)(C), if the issuer’s principal place of business is located in this state or purchasers of fifty percent (50%) or greater of the aggregate amount of the offering are residents of this state, then the issuer shall submit to the commissioner concurrently when the issuer files with the United States Securities and Exchange Commission the following:

       1. (A) The information required to be filed with the United States Securities and Exchange Commission under Section 4A(b) of the Securities Act of 1933, 15 U.S.C. § 77d-1(b); and
       2. (B) The filing fee as prescribed by Arkansas Code § 23-42-509(d)(2) of the Arkansas Securities Act.
    3. (5) The commissioner requires separate notice filings and fees for each portfolio or series of an investment company, but there is no separate filing or fee for classes of securities.

12. (b) Agent requirements.

    1. (1) Any person who represents an issuer in effecting transactions in covered securities exempted by Section 18(b)(1) of the Securities Act of 1933 shall be registered as an agent except in the following:

       1. (A) Any offer or sale to existing security holders of the issuer and no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective purchaser in this state; or
       2. (B) Any other transaction that the commissioner may by order prescribe.
    2. (2) Any person who represents an issuer in effecting transactions in covered securities exempted by Section 18(b)(4)(F) of the Securities Act of 1933 is not an agent if no commission or other remuneration is paid or given directly or indirectly for soliciting any prospective purchaser in Arkansas.

Codification Notes: The Securities Act of 1933 is codified at 15 U.S.C. § 77a et seq.