Small Corporate Offering Registration (SCOR)
The Small Corporate Offering Registration ("SCOR") is designed for United States based corporations that offer securities in reliance on the exemption from registration under Rule 504 of Regulation D but who elect to register the securities at the state level. SCOR is not available where the issuer: (1) is selling penny stock; (2) is a blind pool; or (3) is engaged or proposes to engage in petroleum exploration or production or mining or other extractive industry business. In addition, SCOR is not available where the issuer or any of its officers, directors, 10% stockholders, promoters or selling agents have a history of securities law violations.
Small businesses may elect to have SCOR filings for the New England states reviewed on a regional basis. An issuer's manual is available for download to help you complete the Form U-7 disclosure document. It contains instructions for completing the items required in the form. In addition, the North American Securities Administrators Association has a very helpful SCOR overview on its Web site to help you understand state securities laws and their filing requirements.
To effect a registration of securities using SCOR, an issuer is required to file the following documents and information with the Division:
- Application to Register Securities (Form U-1);
- Consent to Service of Process;
- Corporate Resolution (Form U-2A);
- Form U-7, Small Company Offering Registration Disclosure Document;
- Form of selling agency agreement (if applicable);
- The issuer's Articles of Incorporation and By-Laws, as amended to date;
- Any indenture or other contractual provision containing terms of notes or other debt, or of options or warrants to be offered;
- Form of escrow agreement for proceeds of the offering;
- Specimen security;
- Form of any subscription agreement;
- Signed opinion of counsel regarding the legality of the securities to be issued;
- Consent to inclusion in the Form U-7 of any accountant's report, tax advisor's opinion or description of tax consequences and any evaluation of litigation or administrative action by the issuer's counsel;
- The residence street addresses of the issuer's officers, directors and principal stockholders;
- Work sheets showing the computations of responses to various parts of the Form U-7;
- A copy of any advertising material to be used in connection with the offer and sale of the securities; and
- The filing fee required by Section 36b-19(b) of the Act.