Wyoming Secretary of State

Securities Registrations

Summary

Registration is the process of making "full disclosure" to the public concerning securities to be offered and sold. Registration for national offerings is made by coordination (W.S. 17-4-109) without review. Offerings not registered under the Federal Securities Act of 1933 register by qualification (W.S. 17-4-110) in Wyoming. Small corporate offerings may register under special registration by qualification regulations called "SCOR."

Registration of securities allows an issuer to offer and sell its securities to any number of persons in Wyoming. Registration also allows an issuer to use responsible advertising to reach potential investors provided that the advertising has been cleared for use by the Secretary of State.

Coordination & Qualifications

Any security which has been filed under the Federal Securities Act of 1933 or for filings under section 3(b) or 3(c) of that federal law may be registered by coordination. Wyoming Securities Rule, Chapter 7, Section 1, describes filing procedures, which include the submission of:

• A completed Uniform Application to Register Securities.
• A fee of 1/50th of 1 percent of the amount being registered. The minimum fee shall be $200 and the maximum fee shall not exceed $600.
• A Uniform Consent to Service of Process.
• A Uniform Resolution to Issue Securities.

No registration statement or other offering related documents are required to be filed. The offering may be approved for sale, pending Securities Exchange Commission (SEC) effectiveness, without being reviewed by the Secretary of State. Registration by coordination in Wyoming is handled as a "notice" filing.

Wyoming may be considered as participating in coordinated review programs since offerings need only file notice and they are granted effective status in the state without review.

Registration by qualification is available for any security which is exempt from federal securities registration, or which does not otherwise file and receive an effective status with the SEC. Wyoming Securities Rule, Chapter 7 Section 2, describes the filing procedures for registration by qualification, which includes the filing of:

• The Uniform Application to Register Securities.
• The Uniform Consent to Service of Process.
• The Uniform Resolution to Issue Securities.
• A fee of 1/50th of 1 percent of the amount being registered. The minimum shall not be less than $200 nor shall it exceed $600.
• A registration statement containing at least the information required by W.S. 17-4-110(b).
• And other information as deemed relevant by the Secretary of State.

The Secretary of State may participate in a coordinated review of the offering with other states. The basis of review for registration by qualification is full and fair disclosure.

SCOR

SCOR stands for Small Corporate Offering Registration. This is a special case of registration by qualification which is available to corporations seeking to sell securities and raise up to $1,000,000 under federal Regulation D, Rule 504 or raise up to $5,000,000 pursuant to Regulation A of the Federal Securities Act of 1933. Chapter 7, Section 3 of Wyoming's Securities Rule provides information about filing a SCOR offering.

Disclosure is made using Form U-7. The form U-7 and a manual for issuers filing SCOR offerings are available at the North American Securities Administrators Association (NASAA) website. You may leave this website and view the NASAA site for more information concerning SCOR offerings.

The Secretary of State urges issuers to first consider a private offering as discussed in the exemption section before going to the effort and expense of registering the securities through a SCOR offering. No amount of registration makes a company's stock sell any better if the idea does not appeal to investors.