Chapter 50. REGULATION OF SECURITIES OFFERINGS AND THOSE WHO ENGAGE IN THE SECURITIES BUSINESS

registration for failure to pay state debt. 50.54(1) Upon receipt of a certificate of noncompliance from the centralized collection unit of the department of revenue (CCU), the administrator shall issue a notice to a securities agent or investment adviser representative applicant…

50.55(1) The use of a senior-specific certification or designation by any person in connection with the offer, sale, or purchase of securities or the provision of advice as to the value of or the advisability of investing in, purchasing, or selling securities, either directly or …

DIVISION V REGISTRATION OF SECURITIES

50.60(1) Except as provided in subrule 50.60(5), no investment company that is registered under the Investment Company Act of 1940 or that has a currently filed registration statement under the Securities Act of 1933 is required to file with the administrator, either prior to the…

50.61(1) Form U-7 may be obtained from the NASAA website at www.nasaa.org. Form U-7 has been developed under the Small Business Investment Incentive Act of 1980 which prescribes state and federal cooperation in furthering the policies of the Act: diminishing the burden of raising…

50.62(1) An equity security meeting the conditions of this rule may be registered pursuant to Iowa Code section 502.303 if all of the following conditions are satisfied, unless waived by the administrator, and except as provided by subrule 50.62(2): a. The issuer must be a corpor…

50.63(1) Pursuant to Iowa Code section 502.303(2), offerings filed on SEC Form F-7, Form F-8, Form F-9 or Form F-10 shall become effective the later of three days after filing, or the effective date with the SEC. 50.63(2) Pursuant to Iowa Code section 502.605(3), financial statem…

50.64(1) Except as otherwise provided by this rule, the balance sheet, statement of cash flows, and statement of income required by Iowa Code section 502.304(2)“q” shall be certified by an independent certified public accountant who shall also issue an opinion on the financial st…

registration by qualification statement filed pursuant to Iowa Code section 502.304 may not become effective until one or both of the following are filed: 1. When the value, after its purchase, of certain property does or will constitute a material portion of the assets of the is…

50.66(1) Overview of national models. In cooperation with the securities administrators of other states and with a view to effectuating a policy to achieve maximum uniformity of regulations regarding the registration of securities, registration and business practices of securitie…

qualification pursuant to Iowa Code section 502.304 is presumed to be reasonably current for purposes of Iowa Code section 502.305(9) if: 1. The issuer notifies the administrator in writing of any change in a material fact contained in the registration statement no later than 7 d…

Code section 502.304, a prospectus containing the information required by Iowa Code section 502.304(2) shall be delivered to each person to which an offer is made, before or concurrently with the earliest of the following events: 1. The first offer made in a record to each person…

50.69(1) The following advertising regarding the offer, sale or purchase of any security in Iowa is exempt from the filing requirements of Iowa Code section 502.504: a. A prospectus published or circulated regarding an offering of a security registered pursuant to Iowa Code secti…

provided in Iowa Code sections 502.302(3) and 502.304A(3)“g,” a person who files a registration statement or a notice filing pursuant to Iowa Code section 502.305 as amended by 2016 Iowa Acts, House File 2394, section 2, shall pay the following fees: 50.70(1) For the initial fili…

DIVISION VI EXEMPTIONS

5/16/18.

security pursuant to Section 18(b)(4)(F) of the Securities Act of 1933 shall submit no later than 15 days after the first sale of such federal covered security in Iowa an electronic filing and fees through www.efdnasaa.org, under “filers and issuers.” This rule is intended to imp…

50.82(1) An agricultural cooperative association issuing notes or other evidence of indebtedness shall notify the administrator in writing 30 days before the security is initially sold. Notification shall include: a. The name of the issuer, the date of organization of the issuer,…

50.83(1) Any unregistered broker-dealer effecting a transaction under an unsolicited order or offer to buy and claiming an exemption from registration based solely upon Iowa Code section 502.202(6) shall obtain acknowledgment from the customer on or before the settlement date of …

50.84(1) An offer, but not a sale, of a security made by or on behalf of an issuer for the sole purpose of soliciting an indication of interest in receiving a prospectus (or its equivalent) for such security is exempt from registration pursuant to Iowa Code section 502.301 if: a.…

through the Internet are exempt from registration pursuant to Iowa Code sections 502.301 and 502.504 if: 1. The Internet offer states, directly or indirectly, that the securities are not being offered to state residents; and 2. The Internet offer is not specifically directed to a…

transaction exemption. The administrator shall view the following as reasons for entering an order under Iowa Code section 502.204 to deny or revoke an exemption provided under Iowa Code section 502.202(14): 1. A public advertisement is used to promote the sale of securities for …

50.87(1) Church extension funds or similar organizations making continuous offerings shall be exempt pursuant to Iowa Code section 502.201(7)“b” provided the issuer: a. Applies for the exemption; b. Files an offering circular and otherwise substantially complies with the NASAA St…

transactions with specified investors to the following persons: 50.88(1) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer. 50.88(2)…

of Iowa Code section 502.202(2)“d” include Mergent’s Manuals, S & P Capital IQ Standard Corporation Descriptions, Fitch Investment Services, and Best’s Insurance Reports, Life-Health. This rule is intended to implement Iowa Code section 502.202(2)“d.” [ARC 1076C, IAB 10/2/13, eff…

50.90(1) Definitions. For purposes of this rule, in addition to the definitions set forth in rule 191— 50.1(502), the definitions in Iowa Code section 502.202(24)“a” and the following definitions apply: “Administrator’s website” means the Internet site of the Iowa insurance divis…

offerings made under 17 CFR Section 227, federal Regulation Crowdfunding, General Rules and Regulations, and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933 (referred to collectively as “federal Regulation Crowdfunding”). 50.91(1) Initial filing. a. An issuer that …

issuer offering and selling securities in this state in an offering exempt under Tier 2 of 17 CFR Section 230.251 et seq. (“federal Regulation A”) and Sections 18(b)(3) and 18(b)(4) of the Securities Act of 1933: 50.92(1) Initial filing. a. An issuer planning to offer and sell se…

DIVISION VII FRAUD AND OTHER PROHIBITED CONDUCT