PURPOSE: This rule prescribes the timing and content of the notice filing for securities issued by an agricultural cooperative association that are to be exempt under the Act.

1. (1) Timing of the Notice Filing. The notice filing under section 409.402(a)(5) of the Act for securities issued by an agricultural cooperative association shall comply with the following:

   1. (A) A notice filing by the issuer must be made with the commissioner at least thirty

2. (30) days before the initial offer or sale of the securities.

   1. (B) The notice filing for the securities that are exempt under 409.402(a)(5) is effective for one (1) year from the date that the securities were eligible to be offered or sold under the exemption.
   2. (C) If the securities offering is not completed during the effective period, an issuer can renew the notice filing by submitting to the commissioner a written request for renewal that includes any amendments to any documents filed with the notice filing and a fee of one hundred dollars ($100). The renewal needs to be received by the commissioner at least thirty (30) days before the end of the one (1) year effective date.

3. (2) Content of the Notice Filing. A complete notice filing under the exemption of section 409.402(a)(5), RSMo shall consist of filing the following documents with the commissioner:

   1. (A) A completed Form SE-1, Statement of Claim for the Exemption of Securities of a Cooperative Association;
   2. (B) A completed Form U-2, Consent to Service of Process;
   3. (C) A completed Form U-2A, Uniform Form of Corporate Resolution;

   4. (D) A copy of the prospectus or offering document that shall have a minimum disclosure consisting of the following:

      1. 1. The name and address of the issuer;
      2. 2. The type of security being issued;
      3. 3. The total amount of securities being

issued;

1. 4. A risk factors section;
2. 5. A description of the cooperative’s

business or proposed business including operations on a cooperative plan;

1. 6. An itemized use of proceeds;
2. 7. A plan of distribution section;
3. 8. A summary of capitalization; and
4. 9. Historical financial statements of the

issuer for the past three (3) fiscal years or since the issuer’s inception, whichever is shorter, that are in conformity with generally accepted accounting principles and have been reviewed by a certified public accountant. If the balance sheet in the above financial statements is more than one hundred twenty (120) days old on the date of making the notice filing or if the issuer has not completed its first fiscal year, an interim balance sheet not more than one hundred twenty (120) days old shall be included and in conformity with generally accepted accounting principles;

1. (E) A copy of the bylaws, operating agreement or similar document;
2. (F) A copy of any advertising materials or any summaries of the offering document to be used in the offer or sale of the securities in Missouri;
3. (G) A copy of any underwriting or selling agreements;
4. (H) A copy of the subscription agreement; and
5. (I) A filing fee of one hundred dollars ($100). AUTHORITY: section 409.413, RSMo 2000.* Emergency rule filed Aug. 11, 1978, effective Aug. 23, 1978, expired Dec. 21, 1978. Original rule filed Aug. 11, 1978, effective Feb. 11, 1979. Emergency amendment filed April 6, 1983, effective April 16, 1983, expired Aug. 14, 1983. Rescinded and readopted: Filed April 6, 1983, effective July 11, 1983. Amended: Filed Oct. 15, 1987, effective Jan. 29, 1988. Rescinded: Filed Nov. 8, 2001, effective June 30, 2002. Readopted: Filed Nov. 1, 2001, effective June 30, 2002.

*Original authority: 409.413, RSMo 1967.