{"data":{"id":"us-ok/okla.-stat.-tit.-71-71-1-304","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 71, § 71-1-304","heading":"Securities registration by qualification","body":"A. A security may be registered by qualification under this\n\nsection.\n\nB. A registration statement under this section must contain the\n\ninformation or records specified in Section 1-305 of this title, a\n\nconsent to service of process complying with Section 1-611 of this\n\ntitle, and the following information or records:\n\n1. With respect to the issuer and any significant subsidiary,\n\nits name, address, and form of organization; the state or foreign\n\njurisdiction and date of its organization; the general character and\n\nlocation of its business; a description of its physical properties\n\nand equipment; and a statement of the general competitive conditions\n\nin the industry or business in which it is or will be engaged;\n\n2. With respect to each director and officer of the issuer, and\n\nother person having a similar status or performing similar\n\nfunctions, the person's name, address, and principal occupation for\n\nthe previous five (5) years; the amount of securities of the issuer\n\nheld by the person as of the 30th day before the filing of the\n\nregistration statement; the amount of the securities covered by the\n\nregistration statement to which the person has indicated an\n\nintention to subscribe; and a description of any material interest\n\nof the person in any material transaction with the issuer or a\n\nsignificant subsidiary effected within the previous three (3) years\n\nor proposed to be effected;\n\n3. With respect to persons covered by paragraph 2 of this\n\nsubsection, the aggregate sum of the remuneration paid to those\n\npersons during the previous twelve (12) months and estimated to be\n\npaid during the next twelve (12) months, directly or indirectly, by\n\nthe issuer, and all predecessors, parents, subsidiaries, and\n\naffiliates of the issuer;\n\n4. With respect to a person owning of record or owning\n\nbeneficially, if known, ten percent (10%) or more of the outstanding\n\nshares of any class of equity security of the issuer, the\n\ninformation or records specified in paragraph 2 of this subsection\n\nother than the person's occupation;\n\n5. With respect to a promoter, if the issuer was organized\n\nwithin the previous three (3) years, the information or records\n\nspecified in paragraph 2 of this subsection, any amount paid to the\n\npromoter within that period or intended to be paid to the promoter,\n\nand the consideration for the payment;\n\n6. With respect to a person on whose behalf any part of the\n\noffering is to be made in a nonissuer distribution, the person's\n\nname and address; the amount of securities of the issuer held by the\n\nperson as of the date of the filing of the registration statement; a\n\ndescription of any material interest of the person in any material\n\ntransaction with the issuer or any significant subsidiary effected\n\nwithin the previous three (3) years or proposed to be effected; and\n\na statement of the reasons for making the offering;\n\n7. The capitalization and long term debt, on both a current and\n\npro forma basis, of the issuer and any significant subsidiary,\n\nincluding a description of each security outstanding or being\n\nregistered or otherwise offered, and a statement of the amount and\n\nkind of consideration, whether in the form of cash, physical assets,\n\nservices, patents, goodwill, or anything else of value, for which\n\nthe issuer or any subsidiary has issued its securities within the\n\nprevious two (2) years or is obligated to issue its securities;\n\n8. The kind and amount of securities to be offered; the\n\nproposed offering price or the method by which it is to be computed;\n\nany variation at which a proportion of the offering is to be made to\n\na person or class of persons other than the underwriters, with a\n\nspecification of the person or class; the basis on which the\n\noffering is to be made if otherwise than for cash; the estimated\n\naggregate underwriting and selling discounts or commissions and\n\nfinders' fees, including separately cash, securities, contracts, or\nd;\n\nany variation at which a proportion of the offering is to be made to\n\na person or class of persons other than the underwriters, with a\n\nspecification of the person or class; the basis on which the\n\noffering is to be made if otherwise than for cash; the estimated\n\naggregate underwriting and selling discounts or commissions and\n\nfinders' fees, including separately cash, securities, contracts, or\n\nanything else of value to accrue to the underwriters or finders in\n\nconnection with the offering or, if the selling discounts or\n\ncommissions are variable, the basis of determining them and their\n\nmaximum and minimum amounts; the estimated amounts of other selling\n\nexpenses, including legal, engineering, and accounting charges; the\n\nname and address of each underwriter and each recipient of a\n\nfinder's fee; a copy of any underwriting or selling group agreement\n\nunder which the distribution is to be made or the proposed form of\n\nany such agreement whose terms have not yet been determined; and a\n\ndescription of the plan of distribution of any securities that are\n\nto be offered otherwise than through an underwriter;\n\n9. The estimated monetary proceeds to be received by the issuer\n\nfrom the offering; the purposes for which the proceeds are to be\n\nused by the issuer; the estimated amount to be used for each\n\npurpose; the order or priority in which the proceeds will be used\n\nfor the purposes stated; the amounts of any funds to be raised from\n\nother sources to achieve the purposes stated; the sources of the\n\nfunds; and, if a part of the proceeds is to be used to acquire\n\nproperty, including goodwill, otherwise than in the ordinary course\n\nof business, the names and addresses of the vendors, the purchase\n\nprice, the names of any persons that have received commissions in\n\nconnection with the acquisition, and the amounts of the commissions\n\nand other expenses in connection with the acquisition, including the\n\ncost of borrowing money to finance the acquisition;\n\n10. A description of any stock options or other security\n\noptions outstanding, or to be created in connection with the\n\noffering, and the amount of those options held or to be held by each\n\nperson required to be named in paragraph 2, 4, 5, 6 or 8 of this\n\nsubsection and by any person that holds or will hold ten percent\n\n(10%) or more in the aggregate of those options;\n\n11. The dates of, parties to, and general effect concisely\n\nstated of each managerial or other material contract made or to be\n\nmade otherwise than in the ordinary course of business to be\n\nperformed in whole or in part at or after the filing of the\n\nregistration statement or that was made within the previous two (2)\n\nyears, and a copy of the contract;\n\n12. A description of any pending litigation, action, or\n\nproceeding to which the issuer is a party and that materially\n\naffects its business or assets, and any litigation, action, or\n\nproceeding known to be contemplated by governmental authorities;\n\n13. A copy of any prospectus, pamphlet, circular, form letter,\n\nadvertisement, or other sales literature intended as of the\n\neffective date to be used in connection with the offering and any\n\nsolicitation of interest used in compliance with subparagraph b of\n\nparagraph 18 of Section 1-202 of this title;\n\n14. A specimen or copy of the security being registered, unless\n\nthe security is uncertificated; a copy of the issuer's articles of\n\nincorporation and bylaws or their substantial equivalents, in\n\neffect; and a copy of any indenture or other instrument covering the\n\nsecurity to be registered;\n\n15. A signed or conformed copy of an opinion of counsel\n\nconcerning the legality of the security being registered, with an\n\nEnglish translation if it is in a language other than English, which\n\nstates whether the security when sold will be validly issued, fully\n\npaid, and nonassessable and, if a debt security, a binding\nsecurity to be registered;\n\n15. A signed or conformed copy of an opinion of counsel\n\nconcerning the legality of the security being registered, with an\n\nEnglish translation if it is in a language other than English, which\n\nstates whether the security when sold will be validly issued, fully\n\npaid, and nonassessable and, if a debt security, a binding\n\nobligation of the issuer;\n\n16. A signed or conformed copy of a consent of any accountant,\n\nengineer, appraiser, or other person whose profession gives\n\nauthority for a statement made by the person, if the person is named\n\nas having prepared or certified a report or valuation, other than an\n\nofficial record, that is public, which is used in connection with\n\nthe registration statement;\n\n17. A balance sheet of the issuer as of a date within four (4)\n\nmonths before the filing of the registration statement; a statement\n\nof income and changes in financial position for each of the three\n\n(3) fiscal years preceding the date of the balance sheet and for any\n\nperiod between the close of the immediately previous fiscal year and\n\nthe date of the balance sheet, or for the period of the issuer's and\n\nany predecessor's existence if less than three (3) years; and, if\n\nany part of the proceeds of the offering is to be applied to the\n\npurchase of a business, the financial statements that would be\n\nrequired if that business were the registrant; and\n\n18. Any additional information or records required by rule\n\nadopted or order issued under this act.\n\nC. A registration statement under this section becomes\n\neffective thirty (30) days, or any shorter period provided by rule\n\nadopted or order issued under this act, after the date the\n\nregistration statement or the last amendment other than a price\n\namendment is filed, if:\n\n1. A stop order is not in effect and a proceeding is not\n\npending under Section 1-306 of this title;\n\n2. The Administrator has not issued an order under Section 1-\n\n306 of this title postponing effectiveness; and\n\n3. The applicant or registrant has not requested that\n\neffectiveness be delayed.\n\nD. The Administrator may delay effectiveness once for not more\n\nthan ninety (90) days if the Administrator determines the\n\nregistration statement is not complete in all material respects and\n\npromptly notifies the applicant or registrant of that determination.\n\nThe Administrator may also delay effectiveness for a further period\n\nof not more than thirty (30) days if the Administrator determines\n\nthat the delay is necessary or appropriate.\n\nE. A rule adopted or order issued under this act may require as\n\na condition of registration under this section that a prospectus\n\ncontaining a specified part of the information or record specified\n\nin subsection B of this section be sent or given to each person to\n\nwhich an offer is made, before or concurrently, with the earliest\n\nof:\n\n1. The first offer made in a record to the person otherwise\n\nthan by means of a public advertisement, by or for the account of\n\nthe issuer or another person on whose behalf the offering is being\n\nmade or by an underwriter or broker-dealer that is offering part of\n\nan unsold allotment or subscription taken by the person as a\n\nparticipant in the distribution;\n\n2. The confirmation of a sale made by or for the account of the\n\nperson;\n\n3. Payment pursuant to such a sale; or\n\n4. Delivery of the security pursuant to such a sale.","path":["OK Code","Title 71"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os71.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"740ede5090089c0a6895422a6d048e7b8ffba676432e8eeb9640d4a38fdd5297","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-71-71-1-303","next":"us-ok/okla.-stat.-tit.-71-71-1-305"},"notice":"GroundRules: Original legal text. Not legal advice."}