Public Offering
Information on filing securities for public offering with the Bureau of Securities Regulation.
Registration by Coordination
For an offering where a registration statement has been filed with the Securities & Exchange Commission (SEC), a coordination filing may be made with the Bureau under RSA 421-B:3-303. For general conditions for registration, please refer to RSA 421-B:3-305. For fees, please refer to RSA 421-B:6-614.
Initial Filing
To file, submit the following to the Bureau or online where applicable:
Registration fee based on 2/10 of 1% (New Hampshire Aggregate Offering Price), maximum of $1,050 for each security being registered. A $200 examination fee is also required for each security being registered. Each security being offered must be registered. Checks should be payable to the "State of New Hampshire."
- Form U-1
- Form U-2, unless the offering is made on a firm commitment basis by a broker-dealer, licensed in New Hampshire.
- Copy of all registration statements, prospectuses, exhibits, and financial statements.
- The applicable NASAA Guidelines Cross Reference sheet
Additional Requirements and Considerations
If the name of the licensed broker-dealer engaged in the distribution of the securities or, if a broker-dealer is not being used, the person(s) responsible for distributing the securities on the issuer's behalf must determine whether he/she needs to be licensed or authorized to offer or sell the securities or exempt therefrom. See RSA 421-B:1-102 and RSA 421-B:4-402.
Renewals & Amendments
The annual renewal fee for continuous offerings is based on 2/10 of 1% (New Hampshire Aggregate Offering Price), a maximum of $1,050 for each security being registered. The fee is due on or before the anniversary of the date of registration in New Hampshire.
The offering will be made effective on the same date the S.E.C. declares the offering effective if the following is true:
- No stop order is in effect and no proceeding is pending under RSA 421-B:3-303.
- The registration statement has been on file with the Bureau for at least 20 calendar days.
- All comments made by the Bureau have been responded to in a satisfactory manner.
To waive the 20-day filing period requirement, the Issuer may remit a fee of 1/10 of 1% (New Hampshire Aggregate Offering Price).
Amended offering documents must be submitted promptly to the Bureau.
Registration by Qualification
For any other offering, a qualification filing should be made with the Bureau under RSA 421-B:3-304. For general conditions for registration please refer to RSA 421-B:3-305. For fees, please refer to RSA 421-B:6-614.
Initial Filing
Any security may be registered by qualification. For other offerings, where an exemption cannot be claimed or a registration by coordination is unavailable, the following must be completed:
- Registration fee based on 2/10 of 1% (New Hampshire Aggregate Offering Price), maximum of $1,050, for each security being registered. A $200 examination fee is also required for each security being registered. Checks should be made payable to the "State of New Hampshire."
- Form U-1
- Form U-2, unless the offering is made on a firm commitment basis by a licensed broker-dealer.
- Copy of all registration statements, prospectuses, exhibits and financial statements.
- The applicable NASAA Guidelines Cross Reference sheet
Registration becomes effective when the Bureau of Securities Regulation so orders.
Additional Requirements and Considerations
If the name of the licensed broker-dealer engaged in the distribution of the securities or, if a broker-dealer is not being used, the person(s) responsible for distributing the securities on the issuer's behalf must determine whether he/she needs to be licensed or authorized to offer or sell the securities, or exempt therefrom. See RSA 421-B:1-102 and RSA 421-B:4-402.
Renewals & Amendments
The annual renewal fee for continuous offerings based on 2/10 of 1% (New Hampshire Aggregate Offering Price), maximum of $1,050, for each security being registered. The fee is due on or before the anniversary of the date of registration in New Hampshire.
Amended offering documents must be submitted promptly to the Bureau.
Coordinated Equity Review (CER)
For issuers registering securities in New Hampshire by coordination under RSA 421-B:13 who intend to register with other states, there is a program called Coordinated Equity Review (CER). New Hampshire is a participant. The issuer only deals with one state (the "lead state") during the review process versus dealing with all the states with which it intends on registering securities. All the states who participate in the CER provide their comments to the lead state, which in turn creates a multi-state comment letter for response from the issuer.
For further information, visit NASAA’s website.