Maryland Code § CA-11-503

Section CA-11-503
Open in Lexace · Ask the AI about this section
(a) Any security for which a registration statement has been filed under the
Securities Act of 1933 in connection with the same offering may be registered by
coordination.
(b) A registration statement under this section shall contain the following
information and be accompanied by the following documents, in addition to the
information specified in § 11-507(a) of this subtitle and the consent to service of
process required by § 11-802(a) of this title:
(1) Two copies of the latest form of prospectus filed under the
Securities Act of 1933;
(2) If the Commissioner by rule or otherwise requires:
(i) A copy of the articles of incorporation and bylaws or their
substantial equivalents, as currently in effect;
(ii) A copy of any agreements with or among underwriters;
(iii) A copy of any indenture or other instrument governing the
issuance of the security to be registered; and
(iv) A specimen or copy of the security;
(3) If the Commissioner requests, any other information or copies of
any other documents filed under the Securities Act of 1933; and
(4) An undertaking to forward all future amendments to the federal
prospectus, other than an amendment which merely delays the effective date of the
registration statement, promptly and in any event not later than the first business
day after the day they are forwarded to or filed with the Securities and Exchange
Commission, whichever first occurs.

(c) (1) A registration statement under this section automatically
becomes effective at the moment the federal registration statement becomes effective,
if all the following conditions are satisfied:
(i) A stop order is not in effect and a proceeding is not pending
under §§ 11-511 through 11-513 of this subtitle;
(ii) The registration statement has been on file with the
Commissioner for at least ten business days; and
(iii) A statement of the maximum and minimum proposed
offering prices and the maximum underwriting discounts and commissions has been
on file for two full business days or any shorter period which the Commissioner
permits by rule or otherwise, and the offering is made within those limitations.
(2) The registrant promptly shall notify the Commissioner in writing,
by facsimile transmission, telegram, or by any other means that the Commissioner
by rule or order may deem appropriate, of the date and time when the federal
registration statement became effective and the content of the price amendment, if
any, and promptly shall file a post-effective amendment containing the information
and documents in the price amendment.
(3) "Price amendment" means the final federal amendment which
includes a statement of the offering price, underwriting and selling discounts or
commissions, amount of proceeds, conversion rates, call prices, and other matters
dependent on the offering price.
(4) On failure to receive the required notification and post-effective
amendment with respect to the price amendment, the Commissioner may enter a stop
order without notice or hearing, retroactively denying effectiveness to the registration
statement or suspending its effectiveness until compliance with this subsection, if he
promptly notifies the registrant by telephone or telegram, and promptly confirms by
letter, facsimile transmission, or telegram when he notifies by telephone, of the
issuance of the order. If the registrant proves compliance with the requirements of
this subsection as to notice and post-effective amendment, the stop order is void as
of the time of its entry.
(5) The Commissioner by rule or otherwise may waive either or both
of the conditions specified in paragraphs (1)(ii) and (iii) of this subsection.
(6) If the federal registration statement becomes effective before all
the conditions in this subsection are satisfied and they are not waived, the
registration statement automatically becomes effective as soon as all the conditions
are satisfied. If the registrant advises the Commissioner of the date when the federal

registration statement is expected to become effective, the Commissioner promptly
shall advise the registrant by telephone, facsimile transmission, or telegram, at the
expense of the registrant, whether all the conditions are satisfied and whether he
then contemplates the institution of a proceeding under §§ 11-511 through 11-513 of
this subtitle, but this advice by the Commissioner does not preclude the institution
of the proceeding at any time.
(d) (1) Any security for which the documents required by any regulation
adopted by the Securities and Exchange Commission under § 3(b) or § 3(c) of the
Securities Act of 1933 have been filed with the Commission in connection with the
same offering may be registered by coordination on compliance with subsections (b)
and (c) of this section in the manner the Commissioner by rule or order may prescribe.
(2) For purposes of this subsection, the terms "federal registration
statement" and "federal prospectus" include the documents, including the offering
circular, if any, which may be filed with the Securities and Exchange Commission in
accordance with any such regulation.
(e) The Commissioner by rule or order may waive or modify the application
of a requirement of this section if a provision or an amendment, repeal or other
alteration of the provisions of the Securities Act of 1933, or the regulations adopted
under that act, render the waiver or modification appropriate for further coordination
of State and federal law.

‹ Prev All Maryland sections Next ›


Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.