Registration by Coordination

Generally, securities for which a registration statement has been filed under the Securities Act of 1933, or any securities issued pursuant to Regulation A, may be registered by coordination.

Main Filing Requirements for Registration:

  • Form U-1.
  • Registration statement.
  • Copy of latest prospectus, offering circular, or letter of notification filed under the 1933 Act.
  • Copy of issuer’s articles of incorporation and bylaws.
  • Copy of an underwriting agreement.
  • Copy of indenture or other instrument governing issuance.
  • Specimen, copy, or description (including details of all terms and conditions) of security to be offered and sold.
  • Copy of other information filed under the 1933 Act that may be requested by the Commissioner.
  • Consent to service of process on Form U-2.
  • NASAA Form U-2A.
  • Fee. Make out to Colorado State Treasurer.
  • Closing report on Colorado Form RC-C.

Note 1: When securities are registered by coordination, any document filed with the SEC in connection with such offering is considered filed with the Securities Commissioner when such a document is received by the SEC. Thus, issuers are not required to submit, for example, prospectus supplements or amendments to the federal registration statement. Unnecessary filings submitted to the Division will be discarded.

Note 2: Form RC-C must be filed within 30 days of the close of the offering or the termination of the registration statement.

All requirements may be mailed to:

Colorado Division of Securities
1560 Broadway, Suite 900
Denver, CO 80202

Generally, the registration statement or other filing is considered effective simultaneously with or subsequent to the federal registration statement or other filings if:

A stop order is not in effect and a proceeding is not pending against the issuer, and
The registration statement has been on file with the Commissioner for at least ten days.
Generally, a registration statement is effective for one year after its effective date and thereafter is effective during the period when the prospectus contained in the federal registration statement meets the requirements of Section 10(a) of the 1933 Act.

Note: The effective period differs for registrations by investment companies.

All filing requirements listed in Section 11-51-303, C.R.S., and in Rule 51-3.1.