Registration by Qualification

Traditional RQ

Generally, a security may be registered by qualification and must contain full and fair disclosure of all material facts respecting the investment offered.

Filing Requirements:

  1. Form RQ.
  2. A registration statement containing the items included in §11-51-304(2).
  3. Consent to service of process on Form U-2.
  4. Form U-2A: Uniform Corporate Resolution.
  5. Fee.

Note: The Commission may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.

The registration statement becomes effective when the Commissioner so orders, or 28 calendar days from the date of filing if:

  1. The Commissioner does not request changes in the registration statement or,
  2. The registration statement is not subject to a stop order.

Generally, a registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

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

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

Limited Offering Registration

Generally, in order to register by utilizing the limited offering registration procedure:

  • The issuer must have its principal office and the majority of its full-time employees in Colorado.
  • At least 80 percent of the net proceeds from the offering must be used in connection with the operations of the issuer in Colorado.
  • Gross proceeds from the offering and any other offering must not exceed five million dollars within any twelve-month period.

Filing requirements:

  1. Form RL.
  2. Consent to service of process on Form U-2.
  3. Form U-2A: Uniform Corporate Resolution.
  4. Fee.

Note: The Commissioner may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.


Generally, a limited offering registration statement becomes effective when the Commissioner so orders or 14 calendar days from the date of filing if:

  • The Commissioner does not request changes in the registration statement or,
  • The registration statement is not subject to a stop order.

Generally, a limited offering registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

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

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

Registration on Form U-7

The Securities Commissioner permits public offerings made under Rule 504 of the SEC to apply for registration on Form U-7 (Registration Form for Small Corporate Offerings), provided that the form is completed and there is full compliance with all of the form's requirements, conditions, and limitations.

Filing requirements:

  1. Form U-7
  2. Consent to service of process on Form U-2.
  3. Form U-2A: Corporate Resolution.
  4. Fee.

Note: The Commissioner may, by rule or order, require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended for distribution to prospective investors.

Generally, a Form U-7 registration statement becomes effective when the Commissioner so orders, or 28 calendar days from the date of filing if: 

  • The Commissioner does not request changes in the registration statement, or
  • The registration statement is not subject to a stop order.

Generally, a Form U-7 registration statement is effective for one year after its effective date unless the Commissioner extends the period of effectiveness by rule or order.

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

As long as a registration statement is effective, the Commissioner may, by rule or order, require the person who filed the registration statement to file reports, not more than quarterly, to keep the information contained in the registration statement reasonably current and to disclose the progress of the offerings.

All filing requirements listed in Section 11-51-304, C.R.S. and in Rules 51-3.2 and 3.3.