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Registration by Qualification
Securities offerings that are exempt from federal registration with the Securities and Exchange Commission (SEC) under the Securities Act of 1933, but not exempt from registration in Kansas or other states, are required to register by qualification. The relevant statutes and regulations under the Kansas Uniform Securities Act (KUSA) for registration by qualification in Kansas are as follows.

Statutes
  • K.S.A. 17-12a304 -Securities Registration by Qualification specifies the information, documents, and conditions for this type of registration.
  • K.S.A. 17-12a305 - Securities Registration Filings provides authority for the filing, fee, and other requirements for securities registrations, including provisions for effective periods, reports, and amendments that are specified further by regulation K.A.R. 81-4-1.
  • K.S.A. 17-12a306 - Denial, Suspension, and Revocation of Securities Registration provides grounds and procedures for denial, suspension, and revocation of securities registrations and provides authority for the commissioner to apply “merit” or fairness standards for examinations of registration statements. The fairness criteria are specified by regulations as described for K.A.R. 81-7-1 or K.A.R. 81-7-2.

Regulations
  • K.A.R. 81-4-1 - Specifies the requirements for application forms, offering documents, fees, amendments, extensions of registration, and abandoned applications, and reports of sales: A registration fee of 0.05% (one-twentieth of one percent) of the aggregate amount of securities to be offered in Kansas, with a minimum fee of $100 and a maximum fee of $1,500 for each year of registration
    • A requirement for Regulation A offerings (federal exemption) to be filed by qualification in Kansas
    • Documents specified by K.S.A 17-12a304(b)
    • Form KSC-1 for extension or termination of registrations to report sales in Kansas along with required fees as specified on the form
    • Form U-1: Uniform Application to Register Securities
    • Form U-2: Uniform Consent to Service of Process
    • Form U-2A: Uniform Form of Corporate Resolution, if applicable
    • Procedures for determining abandoned applications and issuance of a Notice of Abandonment
  • K.A.R. 81-6-1 specifies the acceptable forms, content, and delivery requirements for the prospectus in a registered securities offering as follows:
    • Form U-7 if the issuer complies with K.A.R. 81-4-2 for SCOR
    • Part I of Securities Exchange Commission (SEC) Form S-1 (Form SB-2 listed in the regulation is discontinued)
    • Part II of SEC Form 1-A, Regulation A offering statement
  • K.A.R. 81-7-1 and K.A.R. 81-7-2 list several statements of policy (SOPs) adopted by the North American Securities Administrators Association Inc. (NASAA), which may be applicable for registration of securities depending upon the types of securities or business operations of issuers. Exceptions from the policies may be allowed by the commissioner for good cause shown. See links to the various NASAA SOPs at: Statements of Policy.
  • K.A.R. 81-7-3 specifies financial statement requirements for securities registration. Generally, audited financial statements are required unless the issuer meets conditions for reviewed financial statements based on other regulations for SCOR or nonprofit debt offerings.

SCOR
Purpose
Small Company Offering Registration (SCOR) is a uniform program among states for the registration by qualification of small issuers that limit their offerings in size or location under federal exemptions specified by Securities and Exchange Commission (SEC) Regulation D – Rule 504, Regulation A, or Rule 147 under the Securities Act of 1933.

Disclosure Document
A significant feature of the SCOR type of registration is the Form U-7 Disclosure Document, which is designed as a do-it-yourself prospectus for entrepreneurs to prepare in consultation with their attorney and accountant. An extensive manual is available at the link below to the North American Securities Administrators Association (NASAA) website. The manual provides detailed instructions and guidance for preparing the disclosures on the Form U-7.

SCOR Statement of Policy 
K.A.R. 81-4-2 authorizes SCOR and Form U-7 in compliance with the SCOR Statement of Policy on the NASAA website. SCOR information on the NASAA website also includes instructions and some model agreements that can be used for registration under the SCOR program.

Compliance
Although SCOR issuers are required to comply with the same statutes and regulations outlined above for other issuers that register by qualification, significant deficiencies with respect to the merit or fairness standards are relatively rare due to the circumstances of small companies raising capital in their local community.

Midwest Regional Review
Background
The Midwest Regional Review Program (MRRP) was developed to enable the coordinated review of SCOR filings (CR-SCOR) by securities regulators in two or more of 11 Midwestern states. The participating states are Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, and Wisconsin. MRRP enables a uniform coordinated review of registration applications under the SCOR program so that issuer applicants communicate only with the lead reviewer after filing applications in two or more of the MRRP states. The lead reviewer is ordinarily in the securities agency of the issuer’s home state.

Information on Filing Requirements
Contact your state securities administrator for more information about specific filing requirements in your state. If you plan to offer in states not included in the MRRP, please visit the NASAA coordinated review webpage.

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Additional Information

Nonprofit Debt
Registration 
K.S.A. 17-12a201(7) provides an exemption for some types of securities issued by nonprofit organizations; however, that section also provides that the commissioner may adopt a regulation with respect to debt securities to specify filing or registration requirements. Based on subsection of that statute, K.A.R. 81-4-4 requires debt offerings in Kansas by nonprofit issuers to be registered with the Office of the Kansas Securities Commissioner (KSC) before offers and sales occur, unless the issuer otherwise qualifies for an exemption under the Kansas Uniform Securities Act (KUSA). For example, it may be possible for nonprofit issuers to comply with the Limited Offering exemption (up to 25 Kansas purchasers) under K.S.A. 17-12a202(14) or the Invest Kansas Exemption (IKE) under K.A.R. 81-5-21.