CHAPTER 209. BOOKS, RECORDS AND ACCOUNTS

§ 209.010. Required records; report on sales of securities and use of
proceeds.

 (a)  An issuer who sells securities for their own account, directly or through an underwriter, in an offering registered or required to be registered under section 205 or 206 of the act (70 P. S. § §  1-205 or 1-206) or in an offering exempt from registration under sections 202(e), 203(d), (p) or (r) of the act (70 P. S. § §  1-202(e), 1-203(d), (p) or (r)) shall preserve the following records during the period of the offering and for a period of 3 years following the last sale of securities in this Commonwealth or 1 year after the disposition of all proceeds, whichever is longer:

   (1)  Ledgers, journals or other records showing payments received from the sale of securities, including date of receipt, amount and from whom received; and disbursements of the payments, including date paid, purpose, amount and to whom made.

   (2)  A record showing money borrowed and money loaned together with a record of the collateral therefor.

   (3)  Checkbooks, bank statements, copies of deposit slips, cancelled checks and bank record reconciliations.

   (4)  Minute books and stock ledgers, including stock transfer records.

   (5)  A copy of filings with the Commission, correspondence and exhibits related thereto.

   (6)  Copies of communications sent or originated by the issuer pertaining to the offer, sale or transfer of securities, including subscription agreements, purchase contracts and confirmations.

   (7)  A list of the names and addresses of persons to whom the securities were offered or sold; the type and amount of securities sold to each; the consideration paid or promised by each; the method of payment, that is, cash, check, property, services, note or other; and the name of the broker-dealer or other persons who represented the issuer in effecting each sale.

 (b)  Except as set forth in paragraph (3), filing requirements are as follows:

   (1)  Issuers which have an effective registration for the offer and sale of securities in this Commonwealth under section 206 of the act, except for open-end or closed-end investment companies, face amount certificate companies or unit investment trusts, as those persons are classified in the Investment Company Act of 1940 (15 U.S.C.A. § §  80a-1—80a-64), shall file a report with the Commission by completing Parts I and II of the form in subsection (c) within 55 days after 1 year from the effective date of the registration statement filed under section 206 of the act.

   (2)  An issuer which is an open-end or closed-end investment company, face amount certificate company or unit investment trust, as those persons are classified in the Investment Company Act of 1940, shall file with the Commission an annual report on sales of securities in this Commonwealth on Form NF adopted by the North American Securities Administrators Association, Inc. (or a successor form thereto) within the following time periods:

     (i)   With respect to an open-end or closed-end investment company or face amount certificate company, the report required by this subsection shall be filed with the Commission within 120 days after its fiscal year end.

     (ii)   With respect to a unit investment trust, the report required by this subsection shall be filed with the Commission within 60 days after 1 year from the date the registration statement relating to the securities sold in this Commonwealth became effective with the United States Securities and Exchange Commission.

   (3)  The following issuers are not required to file the form in subsection (c) or Form NF (or successor form thereto):

     (i)   Issuers which are open-end or closed-end investment companies, face amount certificate companies or unit investment trusts, as those persons are classified in the Investment Company Act of 1940, that have paid the maximum fee specified in section 602(b.1)(iv) of the act (70 P. S. §  1-602(b.1)(iv)).

     (ii)   Issuers with an effective registration statement for the offer and sale of securities in this Commonwealth under section 206 of the act which also have an effective registration statement under section 5 of the Securities Act of 1933 (15 U.S.C.A. §  77e) and have paid the maximum fee specified in section 602(b.1)(iii) of the act.

     (iii)   Issuers with an effective registration statement for the offer and sale of securities in this Commonwealth under section 206 of the act which also have paid the maximum fee specified in section 602(b.1)(iii) of the act.

 (c)  The form for reports required in subsection (b), except for subsection (b)(2), shall be filed with the Commission on the form, designated by the Commission as Form 209 in accordance with the General Instructions thereto.

   The provisions of this §  209.010 amended under sections 202(g) and (i), 203(d), (i.1), (j) and (n)—(t), 204(a), 205, 206, 207(g), (j.1) and (n), 209(b), 211(a) and (b), 301, 303, 504, 513, 603(a), 606(d) and 609 of the Pennsylvania Securities Act of 1972 (70 P. S. § §  1-202(g) and (i), 1-203(d), (i.1), (j) and (n)—(t), 1-204(a), 1-205, 1-206, 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and (b), 1-303, 1-504, 1-513, 1-603(a), 1-606(d) and 1-609); and the Takeover Disclosure Law (70 P. S. §  74).

   The provisions of this §  209.010 adopted July 26, 1974, effective July 27, 1974, 4 Pa.B. 1533; amended April 4, 1975, effective April 5, 1975, 5 Pa.B. 722; amended June 17, 1977, effective June 18, 1977, 7 Pa.B. 1644; amended December 21, 1984, effective December 22, 1984, 14 Pa.B. 4594; amended November 7, 1986, effective November 8, 1986, 16 Pa.B. 4412; amended July 28, 1989, effective July 29, 1989, 19 Pa.B. 3168; amended October 10, 1997, effective October 11, 1997, 27 Pa.B. 5255; amended December 30, 1999, effective January 1, 2000, 30 Pa.B. 18; amended December 8, 2006, effective December 9, 2006, 36 Pa.B. 7456. Immediately preceding text appears at serial pages (317611) to (317614) and (262451).

   This section cited in 64 Pa. Code §  203.188 (relating to Cooperative Business Associations Exemption).