Securities Registration

Medium

If an offering of securities does not or the issuer elects not to qualify for an exemption from the registration requirements, then the securities must be registered before being offered for sale or sold in North Dakota, unless the offering involves a federal covered security. Some types of securities offerings may be exempt from federal registration, but still require registration in North Dakota or other states in which the offers or sales will be made. The registration for a primary offering of securities may be accomplished through Registration by Qualification or Registration by Coordination.

Every securities offering registered in North Dakota must be offered by a broker-dealer and agent registered in North Dakota. This requirement can be accomplished by having the offering sold by a broker-dealer registered with the Financial Industry Regulatory Authority (FINRA) and the state of North Dakota, or by the issuer registering as an Issuer-Dealer.

As of January 31, 2023, all securities filings and filing fees are to be submitted electronically in accordance with the Revised Order Mandating Electronic Filings. Please send any inquiries regarding the Order and the electronic filing mandate to securitiesfilings@nd.gov.

Registration by Qualification under N.D.C.C. 10-04-08

Summary of Filing Requirements:

  • Filing Fee: 1/10 of 1% of the aggregate amount of each security or class of security to be registered but not more than $2,500.00 with a minimum of $150.00 for each security or class of security to be registered.
  • Forms U-1, U-2, and U-2A with applicable exhibits and information set forth under 10-04-08(1).
  • Registration is required prior to making offers and sales.
  • The offering is effective for twelve months from date of registration.
  • To renew the offering, a renewal request letter, sales report, and $150.00 renewal fee must be received by the Department at least 15 days prior to the registration expiration date.
  • Issuer may register additional securities by filing a written request and fee.
     

Registration by Coordination N.D.C.C. 10-04-07.2

A security for which a registration statement has been filed under the federal Securities Act of 1933 [15 U.S.C. 77a et seq.] in connection with the same offering may be registered by coordination under 10-04-07.2. Only the issuer of the security or a broker-dealer registered under section 10-04-10 may make an application for registration of securities by coordination.

Summary of Filing Requirements:

  • Filing Fee: 1/10 of 1% of the aggregate amount of each security or class of security to be registered but not more than $2,500.00 with a minimum of $150.00 for each security or class of security to be registered.
  • Forms U-1, U-2, and U-2A with applicable exhibits and all information set forth under 10-04-07.2(2).
  • Copies of any other information or any other records filed by the issuer under the federal Securities Act of 1933 [15 U.S.C. 77a et seq.] requested by the commissioner.
  • An undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after filing with the federal Securities and Exchange Commission.
  • Registration is required prior to offering and sales.
  • The offering is effective for 12 months from date of registration.
  • To renew the offering, a renewal request letter, sales report, and $150.00 renewal fee must be received by the Department at least 15 days prior to the registration expiration date.
     

Coordinated Review Programs

North Dakota participates in Coordinated Review programs facilitated through the North American Securities Administrators Association (NASAA). These programs provide coordinated review protocols for federally registered equity offerings, Small Company Offering Registrations (SCOR), direct participation programs such as Real Estate Investment Trusts, and Regulation A offerings.

Coordinated Review programs for state registration of securities offerings streamline the process for issuers seeking multi-state registrations of their securities offerings. In addition to establishing uniform review standards, coordinated review is designed to expedite the registration process, saving the issuer time and money. Coordinated review is voluntary, and there is no additional cost for choosing to register an offering through coordinated review.  More information can be found at  www.coordinatedreview.org.

Medium

Related Forms

Following forms Link to NASAA's Uniform Form Library

  • Form U-1: Uniform application to register securities
  • Form U-2: Consent to Service of Process.
  • Form U-2A: Uniform Form of Corporate Resolution.
Medium

Helpful Links

Medium

Laws, Rules and Orders

Medium

For Assistance Contact:

Candace Johnson, Securities Examiner / Investigator, Email Candace

Phone: (701) 328-2923