Securities Registration Methods Flashcards
7 cards from real Series 63 – Uniform Securities Agent State Law Exam practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 7 Securities Registration Methods flashcards as text
A registration by coordination has been filed and the SEC declares the federal registration effective. Which of the following would prevent the state registration from automatically becoming effective at the same time?
Answer: The state administrator has issued a stop order against the registration
A stop order issued by the state administrator blocks the state registration from becoming effective even when the federal registration is declared effective by the SEC.
Which of the following securities offerings would most likely require registration by qualification in a state?
Answer: An intrastate-only offering by a newly formed company with no prior SEC registration
A new company making an intrastate offering cannot use coordination (no concurrent SEC filing) or notification (lacks 36-month reporting history), leaving registration by qualification as the only available method.
When the state administrator challenges the adequacy of a securities registration statement, who bears the burden of proof under the Uniform Securities Act?
Answer: The issuer must prove the statement is complete, accurate, and compliant
Under the USA, the burden of proving that a registration statement is complete and accurate falls on the issuer, not on the administrator who challenges it.
Under the Uniform Securities Act, an issuer may withdraw a securities registration statement:
Answer: Only before the registration becomes effective, or after effectiveness only with the administrator's consent
An issuer has an unrestricted right to withdraw a registration statement before it becomes effective; after effectiveness, withdrawal requires the state administrator's consent.
A state administrator discovers that a registration statement by qualification contains a material misstatement of fact. Which action is the administrator authorized to take under the Uniform Securities Act?
Answer: Issue a stop order to deny or suspend the effectiveness of the registration
Upon discovering a material misstatement, the administrator may issue a stop order to deny or suspend the registration's effectiveness, though a hearing must generally be provided.
Under the Uniform Securities Act, filing fees for a securities registration are typically calculated based on:
Answer: The maximum aggregate offering price of the securities to be sold in the state
State registration fees under the USA are typically based on the maximum aggregate offering price of the securities offered within the state, tying the fee to the size of the state offering.
Which of the following statements about securities registration under the Uniform Securities Act is CORRECT?
Answer: The administrator may require financial statements in a registration to be certified by an independent CPA
The state administrator may require that financial statements submitted as part of a registration statement be certified by an independent certified public accountant, ensuring their reliability.
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