<<Prev Rule

Texas Administrative Code

Next Rule>>
RULE §113.4Application for Registration

(a) Misleading name. The improper use by an applicant of an assumed name containing "incorporated," "corporation," "associates," "limited," or an abbreviation of one of those words, may be grounds for denying registration if such designation is thereby misleading.

(b) No recommendations by Board. The State Securities Board will not recommend any specific dealer, underwriter, lawyer, or accountant to an applicant in any matter concerning the preparation and presentation for approval of a securities registration application.

(c) Consents to service of process.

  (1) Except as provided in paragraph (2) of this subsection, all applications to register securities issued by an issuer which is organized under the laws of any other state, territory, or government, or domiciled in any state other than Texas, must include with the application a written consent to service of process duly executed by an authorized agent of the issuer appointing the Securities Commissioner irrevocably its true and lawful attorney upon whom process in any action or proceeding against such issuer arising out of any transaction subject to the Texas Securities Act may be served with the same effect as if such issuer were organized or created under the laws of Texas and had been lawfully served with process herein.

  (2) The consent to service of process required under paragraph (1) of this subsection is not required when the application for registration is filed by a registered dealer acting as a principal in a firm commitment underwriting.

(d) Abandonment of application.

  (1) An application for registration of securities may be declared abandoned if the applicant fails to substantively respond within 30 days to a letter indicating that failure to respond will result in abandonment, which letter will be sent no sooner than 30 days after the last substantive request letter regarding the application to which there has been no reply.

  (2) Except for good cause shown, the application for registration of securities that fails to meet registration requirements within one year of the filing date of the application will expire and become null and void. A copy of this rule will be mailed to an applicant at least 60 days prior to the expiration of the application.

(e) Sales in excess of amount registered. An offeror who sells securities in this state in excess of the amount of securities registered may do the following.

  (1) If the registration is still in effect an offeror may:

    (A) apply to register the excess securities by paying three times the difference between the initial fee paid and the fee required under the Texas Securities Act (Act), §35, for the securities sold to persons in this state; and

    (B) pay the amendment fee prescribed by the Act, §35.A(1).

  (2) If the registration is no longer in effect an offeror may:

    (A) apply to register the excess in accordance with paragraph (1)(A) of this subsection, plus interest on the amount of fees owed computed at the rate of 6.0% from the date the registration was no longer in effect until the date the subsequent application is filed; and

    (B) pay the amendment fee prescribed by the Act, §35.A(1).

  (3) Registration of the excess securities, if granted, shall be effective retroactively to the effective date of the initial registration for the offering.

  (4) As an alternative to paragraph (1) or (2) of this subsection, the offeror may issue letters of rescission to persons who bought excess securities and include a statement in the prospectus admitting the error, or show sales of unregistered securities as a contingent liability.

Source Note: The provisions of this §113.4 adopted to be effective January 1, 1976; amended to be effective November 15, 1977, 2 TexReg 4180; amended to be effective April 15, 1980, 5 TexReg 1285; amended to be effective June 16, 1983, 8 TexReg 1857; amended to be effective January 12, 1984, 8 TexReg 5529; amended to be effective March 19, 1984, 9 TexReg 1437; amended to be effective June 1, 1984, 9 TexReg 2776; amended to be effective November 15, 1990, 15 TexReg 6291; amended to be effective September 22, 1995, 20 TexReg 7187; amended to be effective December 2, 1997, 22 TexReg 11666; amended to be effective December 6, 1998, 23 TexReg 12293; amended to be effective August10,2003,28 TexReg 5991; amended to be effective February 24, 2004, 29 TexReg 1643; amended to be effective November 12, 2019, 44 TexReg 6858

Link to Texas Secretary of State Home Page | link to Texas Register home page | link to Texas Administrative Code home page | link to Open Meetings home page