{"data":{"id":"us-ky/krs-292.350","jurisdiction":"us-ky","citation":"KRS 292.350","heading":"Registration by notification.","body":"(1) The following securities may be registered by notification, whether or not they are\nalso eligible for registration by coordination under KRS 292.360:\n(a) Any security whose issuer and any predecessors have been in continuous\noperation for at least five (5) years if:\n1. There has been no default during the current fiscal year or within the\nthree (3) preceding fiscal years in the payment of principal, interest, or\ndividends on any security of the issuer (or any predecessor) with a fixed\nmaturity or a fixed interest or dividend provision; and\n2. The issuer and any predecessors during the past three (3) fiscal years\nhave had average net earnings, determined in accordance with generally\naccepted accounting practices, which are applicable to all securities\nwithout a fixed maturity or a fixed interest or dividend provision and\nwhich equal at least five percent (5%) of the amount of securities\nwithout a fixed maturity or a fixed interest or dividend provision\noutstanding at the date the registration statement is filed (as measured by\nthe maximum offering price or the market price on a day selected by the\nregistrant within thirty (30) days before the date of filing the registration\nstatement, whichever is higher, or if there is neither a readily\ndeterminable market pri ce nor an offering price, book value on a day\nselected by the registrant within ninety (90) days of the date of filing the\nregistration statement), or if the issuer and any predecessors have not\nhad any securities without a fixed maturity or a fixed interest or dividend\nprovision outstanding for three (3) full fiscal years, equal at least five\npercent (5%) of the amount (as measured by the maximum public\noffering price) of such securities which will be outstanding if all the\nsecurities being offered or prop osed to be offered (whether or not they\nare proposed to be registered or offered in this state) are issued;\n(b) Any security registered for nonissuer distribution if any security of the same\nclass has ever been registered under this chapter or a predecesso r law, or the\nsecurity being registered was originally issued pursuant to an exemption under\nthis chapter or a predecessor law or, if previously publicly offered and sold,\nwas not offered and sold within this state.\n(2) A registration statement under this section shall contain the following information\nand be accompanied by the following documents, in addition to payment of the\nregistration fee prescribed in KRS 292.380 and, if required under KRS 292.430, a\nconsent to service of process meeting the requirements of that section:\n(a) A statement demonstrating eligibility for registration by notification;\n(b) With respect to the issuer: its name, address, and form of organization; the\nstate (or foreign jurisdiction) and the date of its organization; and the gen eral\ncharacter and location of its business;\n(c) With respect to any person on whose behalf any part of the offering is to be\nmade, if such person is an officer, director, partner, or any person occupying a\nsimilar status or performing similar functions, o r any person directly or\nindirectly controlling the issuer, his name and address; the amount of\nsecurities held by him as of the date of the filing of the registration statement;\nand a statement of his reasons for making the offering;\n(d) A description of the securities being registered;\n(e) Total amount of securities to be offered and amount of securities to be offered\nin this state;\n(f) The price at which the securities are to be offered for sale to the public, if\nother than at the market price thereof; any known variation therefrom at which\nany portion of the offering is to be made to any persons, other than as\nunderwriting and selling discounts or commissions; and the estimated\nmaximum aggregate underwriting and selling discounts or commissions and\nfinders' fees (including cash, securities, or anything else of value, if any);\n(g) Names and addresses of the managing underwriters, if any, and a description\nof the plan of distribution, if any, of any securities which are to be offered\notherwise than through an underwriter;\n(h) Description of any security options outstanding or to be c reated in connection\nwith the offering;\n(i) Any adverse order, judgment, or decree previously entered in connection with\nthe securities being registered by any court or securities and exchange\ncommission;\n(j) A copy of any offering circular or prospectus, if any, intended, or ordered by\nthe commissioner, to be used in connection with the offering;\n(k) In the case of any registration under paragraph (b) of subsection (1) which\ndoes not also satisfy the conditions of paragraph (a) of subsection (1), a\ncertified balance sheet of the issuer as of its last fiscal year ended and a\nbalance sheet of the issuer as of a date within four (4) months prior to the\nfiling of the registration statement and a statement of income for each of the\ntwo (2) fiscal years preceding the date of the certified balance sheet, the last of\nwhich is to be certified, and for any period between the close of the last fiscal\nyear and the date of the last balance sheet or for the period of the issuer's and\nany predecessor's existence if less than two (2) years; and\n(l) Such additional information as the commissioner may by rule or order require.\n(3) If no stop order is in effect and no proceeding is pending under KRS 292.390, a\nregistration statement under this section automatically becomes effe ctive at three\no'clock eastern standard time in the afternoon (3:00 p.m.) of the fifth full business\nday after the filing of the registration statement or the last amendment, or at such\nearlier time as the commissioner determines.","path":["KRS Chapter 292"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=15549","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:23Z","sha256":"c3451289728193a7c145eebb1b9057d12120ba08b1187529aa4ce3aa16f21e21","source_id":"us-ky","stale":false,"prev":"us-ky/krs-292.340","next":"us-ky/krs-292.360"},"notice":"GroundRules: Original legal text. Not legal advice."}