Alaska Administrative Code

An agent of an issuer registered or required to be registered under AS 45.55.030 shall make, maintain, and preserve for a period of not less than three years records containing the following information: (1) copies of all writings confirming the sale or purchase of securities; (2…

(a) If any information, exhibit, or schedule submitted or circumstance disclosed in an application or notice under 3 AAC 08.011 or 3 AAC 08.014 undergoes a material change, either while the application or notice is pending or while the registration obtained through that applicati…

(a) A state investment adviser registered or required to be registered under AS 45.55 shall furnish clients and prospective clients a written disclosure statement that complies with 17 C.F.R. 275.204-3. (b) Upon or before completing each purchase or sale of a security or completi…

(a) An issuer, broker-dealer, state investment adviser, federal covered adviser, agent, or investment adviser representative registered or required to be registered under AS 45.55 who distributes, through communications made on the internet, information on available products and …

Notes 3 AAC 08.060 Eff. 2/20/72, Register 41; am 11/18/90, Register 116; repealed 4/19/2000, Register 154 State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More…

Notes 3 AAC 08.061 Eff. 11/18/90, Register 116; repealed 4/19/2000, Register 154 State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will…

The administrator will consider an issuer responsible under AS 45.55.010 for the fraudulent actions of a person acting on the issuer's behalf that violate AS 45.55.025, 45.55.027, or 45.55.028, regardless of whether the person acting on the issuer's behalf is registered or requir…

(a) This section applies exclusively to broker-dealer services conducted by broker-dealers on the premises of a financial institution where retail deposits are taken. This section does not apply to broker-dealer services provided to non-retail customers, such as institutional inv…

Notes 3 AAC 08.070 Eff. 2/20/72, Register 41; repealed 4/19/2000, Register 154 State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will b…

(a) A registered person shall cooperate in any inquiry, investigation, or inspection conducted by, or on behalf of, the administrator, for the purposes of determining whether a person has violated or is about to violate a provision of AS 45.55 or this chapter or an order issued u…

(a) An application to register securities for distribution in this state may be filed with the administrator in substantially the form and content required by the appropriate application form, together with the exhibits required for applications for registration by notification, …

(a) Except as provided in (b) of this section, an investment company, face-amount certificate company, or unit investment trust that is registered under 15 U.S.C. 80a-1 - 80a-64 (Investment Company Act of 1940) or that has currently filed a registration statement under 15 U.S.C. …

(a) An issuer that offers and sells securities in this state in an offering exempt under 15 U.S.C. 77 r(b)(4) (sec. 18(b)(4) of the Securities Act of 1933) and 17 C.F.R. Part 227 (Regulation Crowdfunding) and that has its principal place of business in this state or sells 50 perc…

(a) An issuer or an agent of the issuer may make an offer, but not a sale, of a security for the sole purpose of soliciting an indication of interest in receiving a prospectus, if (1) the issuer is or will be a business entity organized under the laws of one of the states or poss…

(a) An application for registration of a security to be issued on a continuing or recurring basis must be made by means of a separate application for each individual security. (b) A notice filing for a face-amount certificate company, an open-end management company issuing a rede…

(a) For the registration of mining securities, an applicant shall give the location and means of access to the mining properties now held or intended to be acquired and the nature of the title under which those properties are held or intended to be held. The applicant shall indic…

An application to register an interest or participation in an oil or gas lease must contain the following: (1) a description of the properties involved and copies of all conveyances, assignments, leases, subleases, or other agreements relating to those properties together with an…

(a) An issuer applying to register a sale of securities shall prepare a prospectus disclosing all material facts affecting the sale of the securities. The prospectus must be designated as an exhibit to and is a part of the application for registration. A prospectus meeting the re…

(a) The administrator will consider an issuer to be in unsound financial condition if (1) the issuer's financial statements contain a footnote to those statements or an explanatory paragraph in the independent auditor's report regarding the issuer's ability to continue as a going…

(a) The administrator will, in the administrator's discretion, disallow an offer or sale of securities if the underwriting expenses to be incurred exceed 17 percent of the gross proceeds from the public offering. (b) Underwriting expenses consist of (1) commissions to underwriter…

(a) The administrator will, in the administrator's discretion, deny registration unless it complies with the requirements of this section. (b) An issuer's prospectus must disclose, in a tabular form, for both the minimum and maximum amounts proposed, if applicable, the following …

(a) In applications for the registration of securities by qualification or coordination the offering price of the issue sought to be registered must bear a reasonable relationship to the established public market price if an established price exists. The issuer must submit inform…

(a) An issuer may issue options or warrants to underwriters as compensation with a public offering if the options or warrants comply with the requirements of 3 AAC 08.130. (b) An issuer may grant options or warrants to unaffiliated institutional investors in connection with loans…

(a) The administrator will presume securities to be cheap stock if they are sold or issued within two years before the public offering date to promoters, finders, underwriters, or controlling persons for a consideration lower than the proposed public offering price of those secur…

(a) Except as described in (c) of this section, the administrator will, in the administrator's discretion, disallow a public securities offering by a promotional or development stage company if, for an aggregate public offering (1) of $1,000,000 or less, the promoters' equity inv…

(a) The administrator will, in the administrator's discretion, require that a promoter deposit some or all of the promoter's promotional shares into an escrow account with an escrow agent, according to the terms of an escrow agreement, as a condition to registering a public offer…

(a) If each of the applicable provisions of the escrow agreement required under 3 AAC 08.180 has been satisfied, and if (1) the issuer's aggregate revenues are at least $500,000 and the auditor's report or the issuer's latest audited financial statements do not contain an opinion…

(a) A request to the escrow agent for the release of promotional shares from escrow must be in writing. The issuer shall provide the escrow agent with documentation showing that the requirements of 3 AAC 08.182 have been met. (b) The escrow agent shall maintain all records relati…

(a) An escrow agreement required under 3 AAC 08.180 may provide for the transferability of escrowed promotional shares by will, the laws of descent and distribution, or the operation of law, or by any court of competent jurisdiction and proper venue, as follows: (1) the escrowed …

(a) If an offering is not firmly underwritten, the administrator will, in the administrator's discretion, require, as a condition of registration, that a specific minimum amount of proceeds from a sale of securities be impounded to assure receipt of necessary money to finance the…

(a) The administrator will, in the administrator's discretion, determine that an offering or sale of securities in an issuer that qualifies as a real estate investment trust under 26 U.S.C. 856 and 858 (Internal Revenue Code) does not protect investors and is not in the public in…

(a) If stock, including preferred or common stock, has less-than-equal voting rights compared to another of the issuer's authorized or outstanding stock, including preferred or common stock, the administrator will, in the administrator's discretion, determine that the offer or sa…

(a) If loans and other material affiliated transactions as described in this section are made or proposed to be made, the administrator will, in the administrator's discretion, disallow the offer or sale of securities unless the issuer has, and represents in the prospectus or off…

(a) Repealed 4/19/2000. (b) The administrator will, in the administrator's discretion, determine that an offer or sale of debt securities, including debentures, notes, and bonds of an issuer, does not protect investors, is not in the public interest, and involves unreasonable par…

(1) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of principal automobile, principal residence, and home furnishings; or (2) a minimum net worth of $250,000, exclusive of principal automobile, principal residence, and home furnishings. Not…

(a) The administrator will, in the administrator's discretion, disallow a public offering of preferred stock if (1) the issuer's adjusted net earnings for the last fiscal year or the issuer's average adjusted net earnings for the last three fiscal years before the public offering…

The administrator will, in the administrator's discretion, participate with other regulatory jurisdictions in the review of applications to register securities. Notes 3 AAC 08.227 Eff. 4/19/2000, Register 154 Authority:AS 45.55.950 State regulations are updated quarterly; we curr…

(a) After an application for registration of securities or a notice filing for federal covered securities becomes effective the offering may be commenced in accordance with AS 45.55 and the terms and conditions of the certificate of registration. The administrator may request tha…

Notes 3 AAC 08.300 Relocated to 3 AAC 08.910. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

3 AAC 08.305 - 3 AAC 08.365 apply only to corporations organized under AS 10.06 and 43 U.S.C. 1601 - 1629 h (Alaska Native Claims Settlement Act) and subject to the requirements of AS 45.55.139. Notes 3 AAC 08.305 Eff. 1/4/81, Register 77; am 3/20/2016, Register 217, April 2016 A…

(a) An annual report, proxy, consent or authorization, proxy statement, or other material relating to proxy solicitation required to be filed with the administrator under AS 45.55.139 shall be filed electronically, in digital media format, or in paper format. The filing must be s…

Notes 3 AAC 08.310 Relocated to 3 AAC 08.910. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

(a) A person who posts an annual report, proxy, consent or authorization, proxy statement, or other material relating to proxy solicitation on the Internet, including on an electronic forum, is responsible for filing it with the administrator as required by AS 45.55.139 and for e…

(a) A solicitation may not be made by means of a proxy statement, proxy, notice of meeting, or other communication that contains a material misrepresentation. A misrepresentation is a statement that, at the time and under the circumstances in which it is made (1) is false or misl…

Notes 3 AAC 08.320 Relocated to 3 AAC 08.920. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

Notes 3 AAC 08.322 Relocated to 3 AAC 08.930. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

Notes 3 AAC 08.324 Relocated to 3 AAC 08.940. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

A person may not solicit (1) an undated or postdated proxy; (2) a proxy which provides that it is dated after the date on which it is signed by the shareholder; (3) a proxy which fails to disclose the shareholders' meeting, or any adjournment of that shareholders' meeting, for wh…

Notes 3 AAC 08.330 Relocated to 3 AAC 08.950. State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions …

(a) A proxyholder shall either attend the shareholders' meeting in person or execute a power of substitution so that the shares for which he has proxies are represented at the meeting. (b) A proxyholder shall vote in accordance with any choices made by the shareholder or in the m…