Series 63 – Uniform Securities Agent State Law Exam Securities Registration Methods 3

Question 1

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?

Accepted Answer

The state administrator has issued a stop order against the registration

Answer

The issuer has not reported to the SEC for at least 36 months prior to filing

Answer

The offering is made only to residents of the state of filing

Answer

The issuer's principal office is located outside the state

Question 2

Which of the following securities offerings would most likely require registration by qualification in a state?

Accepted Answer

An intrastate-only offering by a newly formed company with no prior SEC registration

Answer

An offering by a company that has filed Exchange Act reports for 40 consecutive months

Answer

An offering of federal covered securities under Section 18 of the Securities Act

Answer

An offering of securities exempt under SEC Rule 147A

Question 3

When the state administrator challenges the adequacy of a securities registration statement, who bears the burden of proof under the Uniform Securities Act?

Accepted Answer

The issuer must prove the statement is complete, accurate, and compliant

Answer

The state administrator must prove the statement is deficient or misleading

Answer

The burden is shared equally between the administrator and the issuer

Answer

The burden shifts to the underwriter who prepared the registration documents

Question 4

Under the Uniform Securities Act, an issuer may withdraw a securities registration statement:

Accepted Answer

Only before the registration becomes effective, or after effectiveness only with the administrator's consent

Answer

At any time and for any reason without restriction or penalty

Answer

Only after all offered securities have been sold to investors

Answer

Only if the offering has been open to the public for at least 60 days without success

Question 5

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?

Accepted Answer

Issue a stop order to deny or suspend the effectiveness of the registration

Answer

Refer the matter exclusively to the SEC for federal enforcement action

Answer

Impose criminal fines directly on the issuer without a hearing

Answer

Cancel the issuer's corporate charter under state corporation law

Question 6

Under the Uniform Securities Act, filing fees for a securities registration are typically calculated based on:

Accepted Answer

The maximum aggregate offering price of the securities to be sold in the state

Answer

The number of prospective investors expected to receive the offering materials

Answer

A flat fee set by the state legislature and applied equally to all registrations

Answer

The total assets of the issuer as reported in its most recent financial statements

Question 7

Which of the following statements about securities registration under the Uniform Securities Act is CORRECT?

Accepted Answer

The administrator may require financial statements in a registration to be certified by an independent CPA

Answer

All securities must be registered with the state before being offered or sold there

Answer

Registration by notification is available only for securities listed on a national securities exchange

Answer

A securities registration in one state automatically constitutes registration in all other states