Registration by Qualification is available for any security that complies with the requirements of MCL 451.2304 and relevant rules under the Michigan Uniform Securities Act.
The Issuer's registration statement and its required documents shall be filed through the North American Securities Administrators Association’s (NASAA) electronic filing depository (EFD) system, along with the filing fee as calculated under MCL 451.2305 (i.e. 1/10th of 1% of the Michigan offering, with a minimum of $100.00 and a maximum of $1,250.00).
If you have questions on a Registration by Qualification filing, please email LARA-Securities-Product@michigan.gov or call (517) 335-5237.
Statute Authority:
Rule Authority:
Key Points
- Registration by Qualification filings are analyzed under a merit review standard, which authorizes the Administrator to condition or limit offerings where the offering is made on terms that are unfair, unjust, inequitable, or otherwise against the public interest.
- See MCL 451.2304(2) for a complete list of documents and information required to be furnished to the Bureau as part of an application for registration by qualification towards making that determination. Pursuant to Rule 451.3.5, unless waived by the Administrator in writing, a registrant by qualification shall submit a complete audit report of the issuer covering the last fiscal year that is certified by an independent or certified public accountants.
- Pursuant to Rule 451.3.4, a prospectus containing all information in MCL 451.2304(2) must be provided to each potential purchaser before or concurrently with, the earliest of any of the following:
- If the prospectus, or any part of it, becomes misleading as to any material fact or facts, or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, it must be revised or supplemented, and the revision or supplementation must be submitted to the Administrator prior to use. A prospectus must not be used if the Administrator has informed the registrant of an objection to the prospectus.
- An issuer shall not use a prospectus without revision or supplementation for more than 13 months from its first use.
- Every submitted prospectus must carry the following legend displayed in a prominent manner:
"THESE SECURITIES ARE OFFERED PURSUANT TO A REGISTRATION ORDER ISSUED BY THE STATE OF MICHIGAN. THE STATE OF MICHIGAN DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE TRUTH, MERITS, OR COMPLETENESS OF ANY PROSPECTUS OR ANY OTHER INFORMATION FILED WITH THIS STATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.”
Contact Us:
Department of Licensing and Regulatory Affairs (LARA)
Corporations, Securities & Commercial Licensing Bureau (CSCL)
Securities and Audit Division
Phone: (517) 335-5237
Email: LARA-CSCL-Securities-Audit@michigan.gov
