PURPOSE: This rule prescribes the form and content of applications for the registration of securities and procedures for the filing of applications.

Editor’s Note: The secretary of state has determined that the publication of this rule in its entirety would be unduly cumbersome or expensive. The entire text of the material referenced has been filed with the secretary of state. This material may be found at the Office of the Secretary of State or at the headquarters of the agency and is available to any interested person at a cost established by state law.

Editor’s Note: Except for Form U-1, forms mentioned in this rule may be found following 15 CSR 30-50.040.

1. (1) A registration statement may be filed pursuant to sections 409.302—409.305 of the Act by the filing of the appropriate application form (see 15 CSR 30-50.040(1)).
2. (2) Any application for the registration of securities for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering shall be considered and treated as a filing for registration by coordination pursuant to section 409.303 of the Act, unless the application specifies or otherwise makes clear, or the commissioner determines by order or otherwise, the filing is pursuant to either section 409.302 or 409.304 of the Act.
3. (3) No short-form registration is provided by the Act. Trading in outstanding securities may be effected only under one (1) or more of the Act’s exemptions from registration (section 409.402, RSMo; 15 CSR 30-54).

4. (4) All applicants and registrants shall report immediately to the commissioner by telephone, telegram or amended application (promptly confirming in writing when by telephone)—

   1. (A) Any change prior to registration in any of the information contained in the application or in any information, document, report or memorandum filed as a part of the application or incorporated in it by reference;
   2. (B) Any stop order, denial, order to show cause, suspension or revocation order, injunction or restraining order or similar order entered or issued by any state or other regulatory authority or by any court, concerning the securities covered by the application or registration or other securities of the issuer being offered to the public;
   3. (C) Any request by the applicant, registrant or issuer to any other state or regulatory authority for permission to withdraw any application to register the securities covered by the application or registration, and the receipt of notice from any state or regulatory authority in or with which an application has been filed that the application does not or will not comply with the requirements of the state or regulatory authority; and
   4. (D) Additional information and documents in respect to the issuer or the securities covered by the application or registration as may be requested by the commissioner.
5. (5) Any application for registration of securities by notification shall contain the information and be accompanied by the documents specified in section 409.302(b) of the Act, in the application (Form S-20) and in these rules. The statement demonstrating eligibility for registration by notification (section 409.302(b)(1), RSMo) shall describe specifically the compliance by the issuer and any predecessors with each of the conditions set forth in section 409.302(a) of the Act.
6. (6) Any application for registration of securities by coordination shall contain the information and agreements and be accompanied by the documents specified in section 409.303(b) of the Act, in the application (Form U-1) and in these rules.
7. (7) Any application for registration of securities for which a prospectus or offering circular is required by regulation adopted by the Securities and Exchange Commission (SEC) under section 3(b) or (c), Securities Act of 1933 (for example, Regulation A, B or E) and for which a prospectus or offering circular has been filed, shall contain the information and agreements and be accompanied by the documents specified in section 409.303(b) of the Act, in the application (Form U-1) and these rules, including financial statements and shall be subject to compliance with section 409.303(c) of the Act.
8. (8) Any application for registration of securities by qualification shall contain the information and be accompanied by the documents specified in section 409.304(b) of the Act in the application (Form S-22) and in these rules.
9. (9) Applications for registration not containing the information and documents required by sections (5)—(8), unless otherwise deter- 15 CSR 30-52

mined by the commissioner, may not be accepted for filing under the Act.

1. (10) In the event the offering involves any warrant or right to purchase or subscribe to another security of the same or another issuer, or any security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, the application shall seek registration both of the warrant or right or the convertible security and the security called for by the warrant or right or by the conversion right or privilege (section 409.401(j)(5), RSMo), except as the latter securities may be exempt (section 409.402, RSMo).

2. (11) Any application for the registration of shares or certificates of beneficial interest of a real estate investment trust, as defined in Section 856, Internal Revenue Code of 1954, or other unincorporated real estate trust, shall contain the information and be accompanied by the documents specified in the Act (section 409.302, 409.303 or 409.304, RSMo) and shall include:

   1. (A) The declaration of trust or other organizational instruments and all contracts, executed or proposed, with the adviser of the trust and with all affiliates and persons sponsoring the trust relating to the purposes of the trust and a summary of all contracts with all independent contractors who may manage, operate or furnish services to the trust or trust properties; and
   2. (B) An item-by-item comparison and analysis of each provision of the declaration of trust or other organizational instrument and of the prospectus, with each provision of 15 CSR 30-52.150, with rationale and justification for any material deviations from the provisions of that rule.

3. (12) The registration of securities issued by a face-amount certificate company or redeemable securities issued by an open-end management company shall be accomplished by complying with the following:

   1. (A) Initial registration filings shall include a Uniform Application to Register Securities (Form U-1), appropriate exhibits required by Form U-1, a copy of the federal registration statement and the one hundred dollar ($100) filing fee prescribed by 15 CSR 30- 50.030(2)(A)1.; and
   2. (B) Post effective filing requirements shall include an Investment Company Sales Report—Indefinite Registration Annual Report (Form USR-1) or other form as the commissioner may prescribe which shall be filed annually within sixty (60) days after the end of the issuer’s fiscal year or upon termination of the issuer’s registration. It shall be accompanied by a current prospectus and by fees required by 15 CSR 30-50.030(2)(A)5. Posteffective amendments relating to name or address changes, changes in the issuer’s investment objectives and disciplinary amendments shall be filed in time required for these filings by the SEC. No other filing will be required.
4. (13) Policies with respect to redeemable securities issued by open-end management companies and unit investment trusts appear in 15 CSR 30-52.160.

5. (14) Oil, gas and mineral interests must comply with the following requirements:

   1. (A) Any application for registration of certificates of interest or participations in an oil, gas or mining title or lease or in payments out of production under that title or lease (section 409.401(1), RSMo) shall be filed by a broker-dealer or any other person on whose behalf the offering is to be made (section 409.305(a), RSMo). In the case of these securities, there is no issuer (section 409.401(g)(2), RSMo);
   2. (B) The application for registration of these securities shall contain the information and be accompanied by the documents required by the Act (section 409.302, 409.303 or 409.304, RSMo) and shall include data satisfying the policies of 15 CSR 30-52.180(1)(N); and
   3. (C) The prospectus accompanying the application for registration shall bear the following statement, or other statement as the commissioner may require, printed in type as large as that generally in the body of the prospectus: “These securities are not eligible for any transactional under the Missouri Uniform Securities Act (section 409.402(b), RSMo (1986)). Unless these securities are again registered under the act, they may not be reoffered for sale or resold in the State of Missouri (section 409.301).”

6. (15) Any application for registration of securities involving any contract or bond for the sale of any interest in real estate on deferred payments or on installment plans when such real estate is not situated in Missouri may be registered by qualification (Note—the exclusion of real estate “situated. . . in any state adjoining this state” from the definition of “foreign real estate securities” (section 409.401(1), RSMo) was declared unconstitutional in Florida Realty, Inc. v. Kirkpatrick, 509 SW2d 114 (Mo. 1974)); provided

   1. (A) The application includes the information and documents specified in section 409.304(b) of the Act and in addition, pursuant to paragraph (17) of the Act, the following:

      1. 1. In the cases of land sales which are

subject to the requirements of the federal Interstate Land Sales Full Disclosure Act, (15 USC 1718), a copy of the statement of record, a copy of the property report, a copy of any material filed with the appropriate state authorities charged with the responsibility of regulating the sale of lots in subdivisions, and all amendments to them, insofar as these documents relate to the foreign real estate securities sought to be registered in Missouri, a prospectus prepared in substantially the form and containing the information specified in 15 CSR 30-52.020 to the extent applicable and, in addition, the information required in a property report and an appropriate reference on the cover page of the prospectus to the filing of the list and certified copy of map or plat required by paragraphs (15)(A)3. and 4. and to the availability of all records required by this paragraph for examination by prospective purchasers;

1. 2. In the cases of land sales which are

not subject to the requirements of the federal Interstate Land Sales Full Disclosure Act, a copy of any material filed with the appropriate state authorities charged with the responsibility of regulating the sale of lots in subdivisions and all amendments to them, insofar as these documents relate to the foreign real estate securities sought to be registered in Missouri, a prospectus prepared in substantially the form and containing the information specified in 15 CSR 30-52.020 to the extent applicable and, in addition, the information which would be required in a federal property report and any information required by the state authorities and an appropriate reference on the cover page of the prospectus to the filing of the list and certified copy of map or plat required by paragraphs (15)(A)3. and 4. and to the availability of all records required by this paragraph for examination by prospective purchasers;

1. 3. A list verified by an authorized offi-

cer of the applicant-developer of the lots or parcels of land showing the description (lot, block and unit number and plat book number and page) and offering price of each;

1. 4. A certified copy of the recorded map

or plat of the real estate tracts;

1. 5. A sketch map of the subdivision or

tracts in which the lots or parcels are located showing the principal features of the area, such as highways, streets, railroads and streams, within or adjacent to the subdivision or tracts, outline of units or blocks of lots or parcels and distances to nearby communities and commercial facilities, which sketch map also shall be inserted in and made a part of the prospectus;

1. 6. A list of the states in which the lots or

parcels are being offered for sale or have been sold, a list of the states which have approved or registered the offering and a list of the states which have denied or disapproved the offering;

1. 7. A statement that the offering of each

lot or parcel in other states is at the same price as the offering price proposed for Missouri or setting forth the lowest basic price (dollar amount to the applicant-developer, exclusive of commissions and expenses) at which any of the lots or parcels are being offered for sale or have been sold in the other states;

1. 8. The opinion of an attorney indepen-

dent of control in or of the applicant-developer, or copy of a title insurance policy, attesting that the title or right to title to the lots or parcels is vested in the applicant-developer;

1. 9. The opinion of an attorney indepen-

dent of control in or of the applicant-developer, with respect to any sales agreement, or rider to the agreement, containing provisions unusual in the sale of real estate, to the effect that the provisions are valid and binding under the laws of the state in which the real estate is located and, if appropriate, under the laws of Missouri;

1. 10. A copy of any agency agreement

with persons intended to represent the applicant-developer in effecting offers and sales in Missouri, or a statement setting forth the contemplated broker-dealer, agent arrangements, or both, for the proposed sales in Missouri and a statement describing the plan for obtaining registration of those persons in Missouri, including qualifying by examination (see 15 CSR 30-51.020(7) and 15 CSR 30-51.030(1)(G)); and

1. 11. Assurance of an authorized officer

that the fees and expenses of any on-site inspection of the real estate, required by the commissioner, will be borne by the applicant and advanced upon request; and

1. (B) The application satisfies the policies of 15 CSR 30-52.190 and any orders of the commissioner.

AUTHORITY: sections 409.302(b), 409.303(b), 409.304(b) and 409.413(a), RSMo (1994).* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amend- ed: Filed Dec. 19, 1975, effective Dec. 31, 1975. Amended: Filed Aug. 11, 1978, effective Feb. 11, 1979. Emergency amendment filed Aug. 1, 1980, effective Aug. 13, 1980, expired Dec. 11, 1980. Amended: Filed Aug 13, 1980, effective Dec. 11, 1980. Amended: Filed Oct. 16, 1986, effective Feb. 12, 1987. Amended: Filed March 27, 1989, effective June 12, 1989. Amended: Filed Dec. 24, 1991, effective May 14, 1992. Amended: Filed Feb. 2, 1996, effective July 30, 1996. *Original authority 1967.