Alaska Administrative Code

(a) The solicitation of proxies on behalf of the board for an annual meeting must be preceded or accompanied by the annual report for the corporation's last fiscal year, unless (1) the solicitation is made on behalf of the board before the annual report is available; (2) solicita…

The solicitation of proxies on behalf of a participant, other than solicitations under 3 AAC 08.345, must be preceded or accompanied by a dated, written proxy statement including, but not limited to, the following: (1) the name of the corporation in respect to which proxies are b…

(a) A shareholder, director, or officer of a corporation subject to AS 45.55.139, aggrieved by an alleged violation of 3 AAC 08.305 - 3 AAC 08.365 may request that the administrator investigate the alleged violation. An aggrieved person is not required to request that the adminis…

For purposes of 3 AAC 08.305 - 3 AAC 08.365, the following definitions apply: (1) "annual report" means a summary by the corporation of its business activities, results of operations, and financial condition for the last fiscal year, including consolidated financial statements, w…

The following classifications of transactions in securities are created, to which 3 AAC 08.500 - 3 AAC 08.540 apply: (1) an offering relying on "Regulation D" as adopted by the SEC in 17 C.F.R. 230 and 239 ; (2) an offering relying on another federal regulation or statute and tha…

(a) As used in 3 AAC 08.500 - 3 AAC 08.540, the definitions of the following terms are contained in 17 C.F.R. 230.501, as revised as of October 1, 1999, and are adopted by reference: (1) "accredited investor;" (2) "affiliate;" (3) "aggregate offering price;" (4) "business combina…

Notes 3 AAC 08.502 Eff. 5/24/84, Register 90; repealed 4/19/2000, Register 154 State regulations are updated quarterly; we currently have two versions available.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) An applicant registering under the provisions of 3 AAC 08.500 - 3 AAC 08.540 is only required to file the registration statement on State of Alaska Form 08-101, any items required by the registration statement, any items requested by the staff, and the fee required by in 3 AA…

(a) Offerings of securities not exceeding the greater of $1,000,000 or the limit established under 17 C.F.R. 230.504(b)(2) (SEC Rule 504(b)(2)) may be registered as follows: (1) an unlimited number of sophisticated or suitable purchasers may be involved; (2) written offering docu…

(a) Offerings of securities not exceeding the greater of $5,000,000 or the limit established under 17 C.F.R. 230.505(b)(2)(i) (SEC Rule 505(b)(2)(i)) may be registered under this section, subject to the following: (1) an unlimited number of accredited investors may be involved; (…

(a) An issuer offering a federal covered security in a transaction that is not a public offering for the purposes of 15 U.S.C. 77 d(2) and 15 U.S.C. 77 r(b)(4)(D) (secs. 4(a)(2) and 18(b)(4)(D) of the Securities Act of 1933) shall file with the administrator through the EFD syste…

(a) All separate sales of securities by an issuer that are a part of the same offering registered under 3 AAC 08.501 - 3 AAC 08.505, or noticed under 3 AAC 08.506 are included as securities sold under the same offering, except as otherwise provided in this section. (b) In determi…

(a) The provisions of 3 AAC 08.501 - 3 AAC 08.540 do not relieve a person from compliance with the statutory requirements of AS 45.55 for full and adequate disclosures of material items. (b) If an offering is registered under 3 AAC 08.504, written disclosures must be provided in …

(a) An issuer or person acting on behalf of an issuer may not offer or sell securities registered under 3 AAC 08.500 - 3 AAC 08.540 by general solicitation or general advertising. For purposes of this subsection, general solicitation or general advertising includes (1) an adverti…

(a) A person who is disqualified from using an exemption under 17 C.F.R. 230.504 or 17 C.F.R. 230.505 is also disqualified from registering under 3 AAC 08.504 or 3 AAC 08.505, respectively. (b) The administrator will, in the administrator's discretion, deny registration under 3 A…

(a) Expenses of an offering registered under 3 AAC 08.504 or 3 AAC 08.505, including sales expenses, acquisition expenses, expenses for preparing the offering, and other similar expenses, must be reasonable after taking into account the nature of the offering, the amount to be ra…

(a) The improvident closing of a sale of securities in violation of a provision of 3 AAC 08.500 - 3 AAC 08.505 does not by itself invalidate the registration of the securities if the registrant (1) seeks an appropriate amendment to the registration with the administrator, provide…

(a) As an alternative to a registration procedure under this chapter, a corporation or limited liability company issuing securities that are exempt from registration with the SEC under either 17 C.F.R. 230.251 - 17 C.F.R. 230.263 (Regulation A) or 17 C.F.R. 230.501- 17 C.F.R. 230…

(a) An applicant may use NASAA Form U-7, or its successor if (1) the corporation or limited liability company relies upon and meets the requirements of either 17 C.F.R. 230.251 - 17 C.F.R. 230.263 (Regulation A), or 17 C.F.R. 230.501- 17 C.F.R. 230.504 and 17 C.F.R. 230.507 (Rule…

(a) An issuer may not use NASAA Form U-7, or its successor, if the issuer, a beneficial owner of 10 percent or more of a class of the issuer's equity securities, an officer, director, or promoter of the issuer, a selling agent of the securities to be offered, or an officer, direc…

In addition to filing a properly completed and signed NASAA Form U-7, or its successor, an issuer who seeks registration under 3 AAC 08.600 - 3 AAC 08.650 must file with the administrator a NASAA Form U-1, Uniform Application to Register Securities, or its successor. References i…

(a) The issuer shall pay a registration and filing fee as provided in 3 AAC 08.920(a) (5) for the registration of the offering under NASAA Form U-7. (b) An issuer may register up to five salespersons as agents of the issuer who are exempt from the examination requirement of 3 AAC…

(a) Promotional shares in an offering under 3 AAC 08.600 - 3 AAC 08.640 are subject to the escrow and lock-in requirements of 3 AAC 08.180 - 3 AAC 08.186. (b) If the proposed business of the issuer requires a minimum amount of proceeds to commence or continue the business in the …

An investment contract known as a viatical settlement interest is a security that is subject to AS 45.55 and this chapter. Notes 3 AAC 08.700 Eff. 4/20/2000, Register 154 Authority:AS 45.55.070 AS 45.55.950 AS 45.55.990 State regulations are updated quarterly; we currently have t…

The provisions of 3 AAC 08.700 - 3 AAC 08.740 (1) set out the registration requirements, requirements for renewal of registration, fees, effective dates, and related matters for a viatical settlement interest; and (2) do not (A) provide an exemption from the fraud provisions of A…

(a) Under 3 AAC 08.700 - 3 AAC 08.740, an offer or sale of a viatical settlement interest, or of a security that represents or is secured by a viatical settlement interest, may be registered if(1) a person listed in (b) of this section is not subject to a disqualification set out…

The effective date of a registration under 3 AAC 08.700 - 3 AAC 08.740 is the date a registrant is authorized to sell securities under a certificate of registration issued by the administrator. A certificate of registration issued under 3 AAC 08.700 - 3 AAC 08.740 expires one yea…

(a) The issuer of a viatical settlement interest or a security that represents or is secured by a viatical settlement interest shall provide the viatical settlement purchaser an opportunity to rescind the purchase. The issuer shall provide the viatical settlement purchaser 10 bus…

In addition to meeting other requirements for agents under AS 45.55 and this chapter, a sales agent who is registered to sell viatical settlement interests shall (1) clearly and affirmatively disclose the nature of the return or the duration of time to obtain the return of any in…

Upon the request of an issuer, the administrator will, in the administrator's discretion, waive a requirement of 3 AAC 08.710 - 3 AAC 08.725 by order if the administrator determines the waiver to be in the public interest and that the requirement to be waived is not necessary for…

Except as required for the administrator to execute the administrator's responsibilities under AS 45.55 or this chapter, an issuer of a viatical settlement interest may not disclose to another person the identity of the viator or insured of the insurance policy that is the subjec…

(a) In an offering conducted in reliance upon the crowdinvesting exemption in AS 45.55.175, the issuer shall file with the administrator, not later than 10 days before the use of a general solicitation or not later than 15 days after the first sale of a security, (1) a completed …

(a) Before any offer or sale of a security under AS 45.55. 175, the issuer shall contemporaneously provide to each prospective purchaser the following disclosures: (1) the name and physical address of the issuer, officers, directors, and controlling persons; (2) a description of …

(a) An issuer conducting an offering under AS 45.55.175 shall enter into an escrow agreement with an escrow agent located in this state that includes the following terms (1) all offering proceeds shall be maintained in an account controlled by the escrow agent; (2) all offering p…

(a) An issuer may engage in public advertising or general solicitation of securities in an offering relying on the exemption in AS 45.55.175 if (1) the issuer files a copy of the advertising or solicitation materials with the administrator at least 10 days before the use of those…

(a) At or before the time an issuer accepts any funds or an irrevocable commitment to invest by a person in an offering conducted in reliance on the exemption in AS 45.55.175, the issuer shall obtain evidence that the person is a resident of this state. (b) For purposes of (a) of…

(a) An issuer that has filed or is required to file under the exemption in AS 45.55.175 shall keep and maintain written or electronic records relating to offers and sales of securities made in reliance on the exemption for at least five years following the termination of the offe…

(a) An issuer relying on the exemption in AS 45.55. 175 may use a website operated by the issuer to advertise, offer, and sell securities if the issuer (1) segregates all advertising materials and information relating to the offer and sale of securities on a webpage that is not a…

(a) An issuer relying on the exemption in AS 45.55.175 may use a website operated by a third patty to advertise securities. A third-party website shall (1) be operated by an entity that (A) has its principal place of business in this state; (B) is incorporated or organized in thi…

In 3 AAC 08.810 - 3 AAC 08.895, (1) "general solicitation" includes (A) an advertisement, article, notice, or other communication published in a newspaper, magazine, or similar medium, broadcast over television or radio, or available on an unrestricted, publicly available website…

(a) Except as provided in (c) of this section, an advertisement to be used or circulated in connection with the sale and promotion of a public offering of securities is subject to the following requirements and restrictions: (1) at least 10 days before the intended use or dissemi…

The following governs exemptions under AS 45.55 relating to securities and transactions as indicated: (1) manual exemptions (A) for the purpose of the "manual exemption" under AS 45.55.900(b)(17), the following publications that contain information prescribed at AS 45.55.900(b)(1…

(a) In dealing with a sale of securities that violates AS 45.55 or this chapter, the administrator will, in the administrator's discretion, impose a reduced sanction or penalty or decline to pursue civil enforcement against an issuer or person acting on behalf of the issuer if th…

(a) All applications, notices, petitions, amendments, reports, and complaints required to be filed under AS 45.55 and this chapter, except for proxy solicitation materials filed under AS 45.55.139, are governed by the following: (1) a document is filed for record when it is recei…

(a) The administrator or the administrator's designated hearing officer will hold hearings under AS 45.55.935 upon written request by any person aggrieved by any act or failure to act of the administrator or by any report, ruling, or order of the administrator. The written reques…

(a) Proceedings for the promulgation, adoption, repeal or revision of rulings, forms, or statements of policy will be initiated by the administrator. (b) Notice. General notice of not less than 20 days before the adoption, repeal, or revision of rulings, forms or statements of po…

The administrator will, in the administrator's discretion, accept an electronic signature on an electronic application or other electronic record that is filed with the administrator and that requires a signature under AS 45.55 or this chapter if (1) a certifying authority regist…

Unless the context requires otherwise, in AS 45.55 and this chapter, and in the forms, instructions, and orders of the administrator, (1) repealed 4/19/2000; (2) "affiliate" means a person who directly or indirectly, through one or more intermediaries, controls, or is controlled …

This chapter applies to contracts and procurements made by the authority. Notes 3 AAC 100.010 Eff. 11/10/2011, Register 200; am 9/25/2013, Register 207, October 2013 Authority:AS 36.30.015 AS 44.88.080 State regulations are updated quarterly; we currently have two versions availa…

Notes 3 AAC 100.012 Eff. 11/10/2011, Register 200; repealed 9/25/2013, Register 207, October 2013 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 compari…