Investor Protection & Securities:: Registration:: Registration of Securities, Exemptions and Federal Covered Securities FAQs

Registration of Securities, Exemptions and Federal Covered Securities FAQs


    1. What documents are required to be filed in a registration application?

      To register securities by qualification or coordination, the following documents are required:

      1. Two copies of the prospectus;
      2. Form U-1 (and the required accompanying documents including subscription agreement);
      3. All exhibits filed with the SEC; and
      4. The applicable fees as described below.


    2. What are the fees to register securities in Missouri?

      The minimum filing fee for all registration applications is $100. This $100 fee allows for registration of securities in an amount up to $100,000. To register more than $100,000 of securities in Missouri, the registration fee is 1/20 of 1% of the amount above $100,000. The maximum total fee (filing plus registration) is $1,000. The check for fees should be made payable to the Missouri Secretary of State.



    3. How long is a registration statement effective?

      A registration statement is effective for one year after its effective date.



    4. How is a registration statement renewed?

      To renew a registration statement for an additional year, the registrant must file with the Securities Division a completed form SR-2 on or within 30 days before the anniversary of the effective date of the registration statement in Missouri. The registrant shall include a filing fee of $100. The check should be made payable to the Missouri Secretary of State.



    5. What are the notice filing requirements for a federal covered security offered pursuant to 17 CFR 230.506 of Regulation D?

      The notification must be filed within 15 days of the first sale in Missouri and must contain the following:

      1. One paper copy of the electronic Form D filed with the SEC;
      2. A filing fee of $100 made payable to the Missouri Secretary of State; and
      3. A cover letter stating the date on which the first sale of securities occurred in Missouri (or, that no sales have yet occurred in Missouri).


    6. For a late notice filing of a federal covered security pursuant to 17 CFR 230.506 of Regulation D, what should be filed with the Securities Division and what is the penalty?

      The issuer shall provide the notification as described in FAQ number five above along with a late fee of $50. The check should be made payable to the Missouri Secretary of State.



    7. What exemptions from securities registration might an issuer want to consider if an issuer is offering securities to a limited number of persons?

      While other exemptions may be applicable, one exemption an issuer might want to consider is §409.2-202(14), RSMo.



    8. What are the elements of §409.2-202(14)? (*See also the corresponding Missouri regulation 15 CSR 30-54.130)

      Section 409.2-202(14) applies to any securities transaction of a sale or offer to sell securities of an issuer, if part of a single issue in which:

      1. Not more than 25 purchasers are present in this state during any 12 consecutive months;
      2. A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;
      3. A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under the Missouri Securities Act of 2003 for soliciting a prospective purchaser in Missouri; and
      4. The issuer reasonably believes that all purchasers in Missouri are purchasing for investment.


    9. Does §409.2-202(14) require a notice filing with the Missouri Securities Division?

      No notice filing is required. This exemption is self-executing.



    10. Is a notice filing required for securities transactions of employee benefit plans exempt under §409.2-202(21), RSMo?

      No notice filing is required. This exemption is self-executing.



    11. Is a notice filing required for securities issued by a person organized and operated, exclusively for, among others, religious or charitable purposes not for pecuniary gain which would be offered or sold in Missouri pursuant to §409.2-201(7)?

      Yes. Pursuant to §409.2-201(7)(B), RSMo an issuer must file a request for exemption authorization and comply with the applicable NASAA Statements of Policy Regarding Church Bonds or Guidelines for General Obligations Financing by Religious Denominations. This exemption is effective when ordered by the Commissioner. In the request for exemption authorization, the issuer shall file with the Division the following:

      1. Documents listed in section II.A.3. of the NASAA Statement of Policy Regarding Church Bonds;
      2. Cross-reference sheet indicating compliance with, or deviation from, the various sections of the applicable NASAA statement of policy;
      3. All sale and advertising literature; and
      4. A filing fee of $100 made payable to the Missouri Secretary of State.

      Note that the exemption is effective for one year. The exemption can be renewed by submitting to the Commissioner a written request for renewal that includes any amendments and a fee of $100. Please see Missouri regulation 15 CSR 30-54.070 for more information.



  1. What disclosures need to be made when offering and selling securities under an exemption?

    A person offering and selling securities should make full disclosure of all material facts to prospective investors. It is advisable to disclose these material facts to investors in a written offering document or prospectus. The investment itself should be in writing and reflect the amount of the investment and the rights of both the investor and the issuer.