District of Columbia Administrative Code

212 PRESENTATION OF INFORMATION IN PROSPECTUS 212.1 The prospectus shall contain the information called for by all items contained in §§ 220 through 239 (Form U-7) and shall be answered, except that no reference need be made to inapplicable items, and negative answers to any item…

213 DATE OF PROSPECTUS 213.1 Each prospectus used after the effective date of the registration statement shall be dated approximately as of the effective date, provided, however, that a revised or amended prospectus used after the effective date need only bear the date of its iss…

214 EXCHANGE OFFERS 214.1 No offer, sale, exchange or distribution of the securities shall be made pursuant to § 402(19) of the Act until the Commissioner has provided the issuer with a written opinion granting the exemption. 214.2 A request for a written opinion granting an exem…

215 PRELIMINARY PROSPECTUS A prospectus filed as part of a registration statement is a preliminary prospectus until the registration statement has become effective. Every preliminary prospectus shall bear on the outside front cover page the following caption underscored or in red…

216 REQUIRED LEGEND Every prospectus shall bear the following legend in bold capital letters on the outside front cover page: "THESE SECURITIES ARE OFFERED FOR SALE IN THE DISTRICT OF COLUMBIA PURSUANT TO REGISTRATION WITH THE DISTRICT OF COLUMBIA DEPARTMENT OF INSURANCE AND SECU…

217 USE OF PROSPECTUS 217.1 It is a condition of registration of securities by notification or qualification that a prospectus satisfying the requirements of these regulations shall be sent or given to each person to whom an offer is made. 217.2 When a prospectus is used more tha…

218 ADDITIONAL INFORMATION In addition to the information expressly required to be included in a prospectus or a registration statement by these regulations, or both, there shall be added such further information, if any, as may be necessary in order to make the statements made i…

219 GUIDELINES Issuers should consult releases issued by the Director from time to time respecting guidelines as to compliance with the procedural, form and contents requirements for a registration statement and a prospectus set forth in this regulation. SOURCE: Amended by Emerge…

220 DISTRIBUTION SPREAD 220.1 The information called for by the following table shall be given, in substantially the tabular form indicated, on the outside front cover page of the prospectus as to all securities being offered which are to be offered for cash (estimate, if necessa…

221 PLAN OF DISTRIBUTION 221.1 If the securities being registered are to be offered through underwriters, the issuer shall give the names and addresses of the underwriters, their relationship, if any, to the issuer and state briefly the nature of the underwriters' obligation to t…

222 USE OF PROCEEDS TO ISSUER 222.1 The issuer shall state the principal purposes for which the net proceeds to the issuer from the offering are intended to be used, and the approximate amount intended to be used for each purpose. 222.2 The issuer shall provide details of propose…

223 SALES OTHERWISE THAN FOR CASH If any of the securities being registered are to be offered otherwise than for cash, the issuer shall state briefly the general purposes of the distribution, the basis upon which the securities are to be offered, the amount of compensation and ot…

224 CAPITALIZATION AND LONG-TERM DEBT 224.1 The issuer shall furnish the information called for by the following table, in substantially the tabular form indicated, as to each class of securities of the issuer and each class of securities, other than those owned by the issuer or …

225 FINANCIAL STATEMENTS 225.1 The issuer shall furnish in comparative columnar form a profit and loss statement and analysis of surplus for each of the last 3 fiscal years of the issuer (or for the life of the issuer and its immediate predecessors, if less) preceding the date of…

226 ORGANIZATION OF ISSUER With respect to the issuer and any significant subsidiary of the issuer, the issuer shall state: (a) The year in which it was organized; (b) Its form or organization, (such as "a corporation", "an unincorporated association" or other appropriate stateme…

227 SELLING SECURITY HOLDERS With respect to each person on whose behalf any part of the offering is to be made in a non-issuer distribution, the issuer shall provide the following information: (a) His name and address; (b) The amount of securities of the issuer held by him as of…

228 DESCRIPTION OF BUSINESS 228.1 The issuer shall briefly describe the business done and intended to be done by the issuer and its significant subsidiaries, and the general development of the business during the past 5 years. If the business consists of the production or distrib…

229 DESCRIPTION OF PROPERTY 229.1 The issuer shall state briefly the location and general character of the principal plants, mines, and other materially important physical properties of the issuer and its significant subsidiaries. If any such property is not held in fee or is hel…

230 ORGANIZATION WITHIN 3 YEARS If the issuer was organized within the past 3 years otherwise than as the successor to one or more predecessors, the issuer shall furnish the following information: (a) The names, addresses, and principal occupations for the past 5 years of the pro…

231 PENDING LEGAL PROCEEDINGS 231.1 The issuer shall briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party, or of which any of their property is the sub…

232 CAPITAL STOCK BEING REGISTERED 232.1 If capital stock is being registered, the issuer shall state the title of the class and furnish the following information: (a) Dividend rights; (b) Voting rights; (c) Liquidation rights; (d) Pre-emptive rights; (e) Conversion rights; (f) R…

233 LONG-TERM DEBT BEING REGISTERED 233.1 If long-term debt is being registered, the issuer shall state the title of the issue and outline any of the following provisions that are relevant: (a) Provisions with respect to interest, maturity, conversion, redemption, amortization, s…

234 OTHER SECURITIES BEING REGISTERED 234.1 If securities other than capital stock or long-term debt are being registered, the issuer shall outline briefly the rights evidenced by it. If subscription warrants or rights are being registered, the issuer shall state the title and am…

235 DIRECTORS AND OFFICERS 235.1 The issuer shall list the names and addresses of all directors and officers of the issuer and all persons chosen to become directors or officers. Indicate all positions and offices with the issuer held by each person named, and the principal occup…

236 REMUNERATION OF DIRECTORS AND OFFICERS 236.1 The issuer shall state the amount of the aggregate remuneration which the issuer (together with all predecessors, parents, subsidiaries, and affiliates) paid to, or set aside or accrued for the benefit of all directors and officers…

237 PRINCIPAL HOLDERS OF EQUITY SECURITIES 237.1 The issuer shall furnish the following information, in substantially the tabular form indicated, as to each person who owns of record, or beneficially if known, 10 percent or more of the outstanding shares of any class of equity se…

238 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 238.1 The issuer shall describe briefly, and where practicable state the approximate amount of any material interest, direct or indirect, of any of the persons specified below in any material transactions during the la…

239 OPTIONS TO PURCHASE SECURITIES 239.1 The issuer shall furnish the following information as to options to purchase securities from the issuer or any of its subsidiaries, which are outstanding as of a specified date within 30 days before the date of filing, or which are to be c…

240 NOTICE FILINGS FOR OFFERINGS OF INVESTMENT COMPANY SECURITIES 240.1 In the case of initial filings, issuers of securities that are federal covered securities under Section 18(b)(2) of the Securities Act of 1933 and that are not otherwise exempt under Section 18(b)(1) of the S…

241 NOTICE FILING OF SECURITIES COVERED UNDER SECTIONS 18(B)(3) AND 18(B)(4)(A)--(C) OF THE SECURITIES ACT OF 1933 241.1 An issuer that intends to offer or sell federal covered securities under § 18(b)(3) or (b)(4)(A)--(C) of the Securities Act of 1933 shall submit a notice filin…

242 NOTICE FILING FOR SECURITIES COVERED UNDER SECTION 18(B)(4)(D)--SEC REGULATION D An issuer of a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933 shall submit a notice filing with the Commissioner. A notice filing under this s…

243 NOTICE FILING REQUIREMENT FOR ISSUERS CLAIMING AN EXEMPTION UNDER THE ACT 243.1 Issuers relying upon the exemptions from registration found in §§ 401(7), (8), (10), (12); or §§ 402 (12), (16), (18), or (19) of the Act (D.C. Offical Code § 31-564.01)shall comply with the notic…

244 LIMITED OFFERING EXEMPTION (SEC RULE 505) 244.1 Pursuant to Sections 401 and 402 of the Act (D.C. Offical Code §§ 31-5604.01 and 31-5604.02), transactions involving securities offered or sold in compliance with Rules 501, 502, 503, and 505 of SEC Regulation D, 17 C.F.R. Sec. …

245 COORDINATED REGISTRATION The Commissioner may enter into cooperative and reciprocal agreements with securities administrators of this and other jurisdictions in the United States (and Canada and U.S. territories) to participate in a coordinated review of securities offerings …

246 INITIAL AND RENEWAL REGISTRATION AS ISSUER AGENT 246.1 An applicant for initial registration as an issuer agent shall file with the Commissioner: (a) An application upon Form U-4 (Uniform Application for Securities Industry Registration or Transfer); (b) A statement or certif…

247 NO ACTION LETTERS AND INTERPRETIVE OPINIONS 247.1 In case of any question concerning the Act, the Director's staff may in his sole discretion entertain a request for a no-action letter or interpretive opinion. If issued, a no-action letter or an interpretive opinion only expr…

248 RESERVED SOURCE: Amended by Emergency Rulemaking published at 47 DCR 9910 (December 15, 2000) [EXPIRED]; as amended by Emergency Rulemaking published at 48 DCR 1987 (March 2, 2001) [EXPIRED]; as amended by Emergency and Proposed Rulemaking published at 48 DCR 3952 (May 4, 200…

249 SECURITIES REGISTRATION FEES 249.1 An issuer filing an application for registration by Notification pursuant to § 201, Coordination pursuant to § 202, or Qualification pursuant to § 204 shall pay a filing fee in the amount of 1/10 of 1% of the maximum aggregate offering price…

250 DISTRICT OF COLUMBIA-ONLY SECURITIES OFFERINGS EXEMPTION 250.1 The purpose of this subchapter is to promote and encourage the growth of small business in the District of Columbia by facilitating the ability to raise capital by selling securities to District of Columbia reside…

251 SOLICITATION OR ADVERTISING ADDRESSED TO DISTRICT OF COLUMBIA RESIDENTS ONLY 251.1 A general solicitation or advertising may be published in connection with the offer to sell or sale of the securities, provided, that at least 20 calendar days before any sale of the security, …

252 CASH AND CONSIDERATION LIMITS 252.1 The sum of all cash and other lawful consideration to be received for all sales of the securities in reliance on the exemption under this subsection shall not exceed the following amounts: $500,000, if the issuer has financial statements, i…

253 FILING REQUIREMENTS 253.1 The issuer or applicant shall file the following documents with the Commissioner no later than 20 calendar days prior to offer or sale of any offering made in reliance on the exemption under this subsection. 253.2 A written notice of claim of exempti…

254 DISQUALIFICATIONS 254.1 An issuer is not eligible for this exemption if, either before or as a result of the offering, an investment company, as defined in Section 3 of the Investment Company Act of 1940 ( HYPERLINK "https://docs.legis.wisconsin.gov/document/usc/15%20USC%2080…

255 ADDITIONAL REQUIREMENTS FOR ISSUERS 255.1 An offering document shall be delivered to each offeree at least 24 hours prior to any sale of securities in reliance upon the District of Columbia intrastate exemption. The offering document must: Inform all prospective purchasers of…

256 OFFERINGS THROUGH INTERNET SITES 256.1 The following requirements apply to any offer or sale of securities through Internet sites pursuant to the exemption: Any person acting as an Internet site operator must be an issuer, broker-dealer licensed in the District, or a Funding …

299 DEFINITIONS As used in this chapter, the following terms shall have the meanings indicated: Act shall mean the Securities Act of 2000, effective September 29, 2000 (D.C. Law 13-203; 47 DCR 7837; D.C. Official Code §§ 31-5601.01 et seq. (2001 ed.)). Affiliate of, or person "af…

300 APPLICABILITY 300.1 These rules apply to administrative hearings to be conducted pursuant to the authority in §§ 207, 307, 601 and 602 of the Securities Act of 2000, effective October 26, 2000 (D.C. Law 13-203; D.C. Official Code §§ 31-5602.07, 31-5603.07, 31-5606.01, and 31-…

301 DELEGATION OF HEARING AUTHORITY 301.1 The Commissioner may, in his or her discretion, delegate authority to conduct a hearing to a hearing officer. The Commissioner shall serve a notice of delegation on all parties and on the hearing officer. 301.2 The designated hearing offi…

302 TIME, PLACE OF FILING, AND COMPUTATION OF TIMING 302.1 Papers required or permitted to be filed under this chapter shall be filed with the Department of Insurance, Securities and Banking, 810 First Street, NE, Suite 701, Washington, D.C. 20002, or such other places as the Com…

303 SUBPOENAS 303.1 The Commissioner may issue subpoenas for the attendance of witnesses, or the production of books, papers, records, or other documents at any hearing. 303.2 Subpoenas issued pursuant to this section shall be under seal of the Commissioner, and shall describe th…