Regulation A Coordinated Review, Form CR-3(b)
How are filing fees submitted including model cover letter?
Filing fees must be submitted separately to each individual jurisdiction in accordance with each jurisdiction’s filing procedures. Information concerning the submission of fees to each jurisdiction is collected on NASAA’s website at https://www.nasaa.org/industry-resources/corporation-finance/coordinated-review/regulation-a-offerings/. In order to facilitate this process and avoid confusion, the issuer’s name must be noted on the check, and the issuer should include a cover letter and copy of the first page of the Form 1-A and/or Form U-1 to identify the offering for which the fee is being submitted. The cover letter should note that the issuer is seeking registration through NASAA’s Coordinated Review Program for Regulation A offerings. A model cover letter–Cover Memo and Application Fee Submission–for filers to use when submitting their filing fee to each individual jurisdiction is available on the NASAA website, available here.
When do the filing fees need to be submitted?
Filing fees are an integral component of an application for registration. Many jurisdictions lack legal authority to commence a review of an offering if an application is unaccompanied by the required filing fee. Thus, the coordinated review process will not commence until the application for coordinated review and accompanying materials have been submitted to Washington, acting as the Program Administrator, and the requisite filing fees have been submitted to each of the jurisdictions selected on the application for coordinated review.
Under what circumstances should the issuer make direct contact with an examiner who is not serving in a lead examiner role?
Generally, the issuer should not make direct contact with examiners that are not leading the coordinated review. Communications with examiners who are not the lead examiners may complicate and confuse the coordinated review process. The lead examiners alone are responsible for communicating with the applicant and participating jurisdictions to resolve any outstanding comments. Issuers should direct all communications, including their responses to comment letters and any questions, to the lead examiners only.
Following completion of the review process, lead examiners may suggest that outstanding state-specific comments concerning issues such as agent registration requirements may be more efficiently resolved through direct contact between the issuer and the jurisdiction with the unresolved comments.
Is an issuer required to have audited financial statements to file a coordinated review application and be qualified?
Several jurisdictions may require audited financial statements prior to qualifying the offering. This determination is usually based on the aggregate offering amount, and is governed by statues and rules specific to the jurisdictions.
Further, while issuers may file an application with only unaudited financial statements, they should be aware that some states may not begin their review until audited financial statements are received.
What merit standards apply to an offering under coordinated review?
In accordance with the Coordinated Review Protocol, if an issuer has applied for registration through coordinated review in at least one merit review jurisdiction, merit comments will be made that are derived from any applicable statements of policy promulgated by NASAA. Merit requirements based on unique state requirements do not apply to offerings utilizing coordinated review. Further, the Review Protocol provides for some relief from the NASAA statements of policy. Please see the NASAA Coordinated Review Program for Regulation A Offerings website for more information regarding the applicable NASAA statements of policy.
