49:3-62 Filing of registration statement, fee.

15. (a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer.

(b) Every person filing a registration statement shall pay a filing fee for each registration statement, as set by rule of the bureau chief. This fee shall not be refundable.

(c) Every registration statement shall specify (1) the amount of securities to be offered in this State; (2) the states in which a registration statement or similar document in connection with the offering has been or is to be filed; and (3) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in any state or by any court or the Securities and Exchange Commission.

(d) Any document filed pursuant to this supplementary act within three years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the document is currently accurate.

(e) The bureau chief may by rule or order permit the omission of any item of information or document from any registration statement.

(f) (Deleted by amendment, P.L.1997, c.276.)

(g) Every registration statement is effective for one year from its effective date, or any longer period during which the security is being offered or distributed in a nonexempt transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is still offering part of an unsold allotment or subscription taken by him as a participant in the distribution, except during the time a stop order is in effect under section 17 of P.L.1967, c.93 (C.49:3-64). All outstanding securities of the same class as a registered security of the issuer are considered to be registered for the purpose of any nonissuer transaction (1) so long as the registration statement is effective and (2) between the thirtieth day after the entry of any stop order suspending or revoking the effectiveness of the registration statement under section 17 of P.L.1967, c.93 (C.49:3-64) (if the registration statement did not relate in whole or in part to a nonissuer distribution) and one year from the effective date of the registration statement. A registration statement may not be withdrawn for one year from its effective date if any securities of the same class are outstanding. A registration statement may be withdrawn otherwise only in the discretion of the bureau chief.

(h) So long as a registration statement is effective, the bureau chief may by rule or order require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

(i) A registration statement relating to a security issued by a face-amount certificate company or a redeemable security issued by an open-end management company or unit investment trust, as those terms are defined in the "Investment Company Act of 1940," may be amended after its effective date so as to increase the securities specified as proposed to be offered. Such an amendment becomes effective when the bureau chief so orders. Every person filing such an amendment shall pay a filing fee, as may be set by rule of the bureau chief, with respect to the additional securities proposed to be offered.

j. Every registration statement shall be accompanied by an undertaking by the registrant agreeing that, as a condition of registration, the registrant will allow the bureau chief in the bureau chief's discretion (subject in all cases to the constitutional or statutory rights of the registrant, its agents and principals, if any) to (1) make such investigations within or outside this State as the bureau chief deems necessary to determine if the registrant, the registrant's agents, or principals have violated or are about to violate any provision of this act or any rule or order hereunder, or to aid in the enforcement of this act or in the prescribing of rules and forms hereunder, or (2) require or permit the registrant, the registrant's agents, and principals to file a statement in writing, under oath or otherwise as the bureau chief determines, as to all the facts and circumstances concerning the matter to be investigated.

k. The bureau chief may by rule or order restrict or condition a securities registration of any kind, or restrict the sale of such securities to accredited investors.

L.1967,c.93,s.15; amended 1985, c.405, s.9; 1997, c.276, s.18.