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

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.

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

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.

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

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.

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

An issuer has an unrestricted right to withdraw a registration statement before it becomes effective; after effectiveness, withdrawal requires the state administrator's consent.

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

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.

Series 63 – Uniform Securities Agent State Law Exam Practice Test

Series 63 – Uniform Securities Agent State Law Exam Practice Test

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