The commissioner cannot issue the securities-sale permit until the issuer or a registered dealer files a statement with the required information, verified under oath and attested by the proper officer.
Sec. 4003.002. PERMIT APPLICATION TO QUALIFY SECURITIES FOR SALE. (a) The commissioner may not issue a permit qualifying securities for sale required by Section 4003.001 until the issuer of the securities or a registered dealer files with the commissioner an application for the permit in the form of a statement containing the following information: (1) the name, residence, and post office address of each of the company's officers and directors; (2) the location of the company's principal office and each branch office in this state; (3) a copy of the company's certificate of formation or articles of incorporation or partnership or association and any amendments to those documents; (4) if the company is a corporation, a copy of: (A) all minutes of any proceedings of the company's directors, stockholders, or members relating to or affecting the issuance of the securities; and (B) the company's bylaws and any amendments to the bylaws; (5) if the company is a trustee, a copy of all instruments by which the trust is created and in which the trust is accepted, acknowledged, or declared; (6) a statement showing: (A) the amount of capital stock and, if there is no capital stock, the amount of capital of the issuer that is contemplated to be employed; (B) the number of shares into which the stock is divided or, if not divided into shares, what division is to be made or is contemplated; (C) the par value of each share or, if there are shares with no par value, the price at which the security is proposed to be sold; and (D) the promotional fees or commissions to be paid for the sale of the securities, including: (i) all compensation of every nature allowed to be paid to the promoters or allowed for the sale of the securities; (ii) how the compensation is to be paid, whether in cash, securities, service or otherwise, or partly of either or both; (iii) the amount of cash to be paid or securities to be issued, given, transferred, or sold to promoters for promotion or organization services and expenses; and (iv) the amount of promotion or organization services and expenses that the issuer will assume or pay in any way; (7) a copy of: (A) certificates of the stock and all other securities to be sold or offered for sale, together with application blanks for the stock and securities; (B) any contract the company proposes to make concerning the securities; and (C) any prospectus or advertisement or other description of security prepared by or for the company for distribution or publication; and (8) the statement of financial condition and income statement described by Section 4003.003. (b) The statement in an application under this section must be: (1) verified under oath by an executive officer or partner of the issuer or registered dealer filing the application; and (2) attested by the secretary or partner of the issuer or registered dealer filing the application. Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 1.01, eff. January 1, 2022.