# Corporations and Associations (GCA)

## Title 11. Maryland Securities Act

### Subtitle 5. Registration of Securities

#### Section 11-501

A person may not offer or sell any security in this State unless:

(1) The security is registered under this title;

(2) The security or transaction is exempted under Subtitle 6 of this title; or

(3) The security is a federal covered security.

#### Section 11-502

(a) The following securities may be registered by notification, whether or not they are also eligible for registration by coordination under Sec. 11-503 of this subtitle:

  (1) Any security whose issuer and any predecessor have been in continuous operation for at least five years if:

    (i) There has been no default during the current fiscal year or within the three preceding fiscal years in the payment of principal, interest, or dividends on any security of the issuer or any predecessor with a fixed maturity or a fixed interest or dividend provision; and

    (ii) The issuer and any predecessor during the past three fiscal years have had average net earnings, determined in accordance with generally accepted accounting practices, which:

      (1) Are applicable to all securities without a fixed maturity or a fixed interest or dividend provision outstanding at the date the registration statement is filed and equal at least 5 percent of the amount of the outstanding securities, as measured by the maximum offering price or the market price on a day selected by the registrant, within 30 days before the date of filing the registration statement, whichever is higher, or book value on a day, selected by the registrant within 90 days of the date of filing the registration statement, to the extent that there is neither a readily determinable market price nor a cash offering price; or

      (2) If the issuer and any predecessor has not had any security of the type specified in paragraph (1)(ii)1 of this subsection outstanding for three full fiscal years, equal at least 5 percent of the amount, as measured in paragraph (1)(ii)1 of this subsection, of all securities which will be outstanding if all the securities being offered or proposed to be offered, whether or not they are proposed to be registered or offered in the State, are issued; and

  (2) Any security, other than a certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease, registered for nonissuer distribution if:

    (i) Any security of the same class has ever been registered under this title; or

    (ii) The security being registered was originally issued pursuant to an exemption under this title.

(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to the information specified in Sec. 11-507(a) of this subtitle and the consent to service of process required by Sec. 11-802(a) of this title:

  (1) A statement demonstrating eligibility for registration by notification;

  (2) With respect to the issuer and any significant subsidiary:

    (i) Its name, address, and form of organization;

    (ii) The state or foreign jurisdiction and the date of its organization; and

    (iii) The general character and location of its business;

  (3) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution:

    (i) His name and address;

    (ii) The amount of securities of the issuer held by him as of the date of the filing of the registration statement; and

    (iii) A statement of his reasons for making the offering;

  (4) A description of the security being registered;

  (5) The information and documents specified in Sec. 11-504(b)(2), (4), (7), (8), (9), (10), and (12) of this subtitle;

  (6) A balance sheet of the issuer as of a date within four months before the filing of the registration statement;

  (7) A summary of earnings:

    (i) For each of the two fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet; or

    (ii) For the period of existence of the issuer and any predecessor, if less than two years; and

  (8) Two copies of the prospectus required by subsection (c) of this section.

(c)

  (1) As a condition of registration under this section, a prospectus containing any designated part of the information specified in subsection (b) of this section shall be sent or given to each person to whom an offer is made before or concurrently with the first to occur of:

    (i) The first written offer to him, other than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is being made, or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution;

    (ii) The confirmation of any sale made by or for the account of the person;

    (iii) Payment under the sale; or

    (iv) Delivery of the security under the sale.

  (2) Paragraph (1)(i) of this subsection may be satisfied by the use of a preliminary prospectus, so designated and bearing the legend which the Commissioner prescribes, if a final prospectus is sent or given to each recipient of the preliminary prospectus before or concurrently with whichever event in paragraph (1)(ii), (iii), and (iv) first occurs.

(d) If a stop order is not in effect and a proceeding is not pending under Sec.Sec. 11-511 through 11-513 of this subtitle, a registration statement under this section automatically becomes effective at:

  (1) 3 o'clock eastern standard time in the afternoon of the 10th full business day after the filing of the registration statement or the last amendment; or

  (2) At any earlier time which the Commissioner determines.

#### Section 11-503

(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be registered by coordination.

(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to the information specified in Sec. 11-507(a) of this subtitle and the consent to service of process required by Sec. 11-802(a) of this title:

  (1) Two copies of the latest form of prospectus filed under the Securities Act of 1933;

  (2) If the Commissioner by rule or otherwise requires:

    (i) A copy of the articles of incorporation and bylaws or their substantial equivalents, as currently in effect;

    (ii) A copy of any agreements with or among underwriters;

    (iii) A copy of any indenture or other instrument governing the issuance of the security to be registered; and

    (iv) A specimen or copy of the security;

  (3) If the Commissioner requests, any other information or copies of any other documents filed under the Securities Act of 1933; and

  (4) An undertaking to forward all future amendments to the federal prospectus, other than an amendment which merely delays the effective date of the registration statement, promptly and in any event not later than the first business day after the day they are forwarded to or filed with the Securities and Exchange Commission, whichever first occurs.

(c)

  (1) A registration statement under this section automatically becomes effective at the moment the federal registration statement becomes effective, if all the following conditions are satisfied:

    (i) A stop order is not in effect and a proceeding is not pending under Sec.Sec. 11-511 through 11-513 of this subtitle;

    (ii) The registration statement has been on file with the Commissioner for at least ten business days; and

    (iii) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file for two full business days or any shorter period which the Commissioner permits by rule or otherwise, and the offering is made within those limitations.

  (2) The registrant promptly shall notify the Commissioner in writing, by facsimile transmission, telegram, or by any other means that the Commissioner by rule or order may deem appropriate, of the date and time when the federal registration statement became effective and the content of the price amendment, if any, and promptly shall file a post-effective amendment containing the information and documents in the price amendment.

  (3) "Price amendment" means the final federal amendment which includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent on the offering price.

  (4) On failure to receive the required notification and post-effective amendment with respect to the price amendment, the Commissioner may enter a stop order without notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this subsection, if he promptly notifies the registrant by telephone or telegram, and promptly confirms by letter, facsimile transmission, or telegram when he notifies by telephone, of the issuance of the order. If the registrant proves compliance with the requirements of this subsection as to notice and post-effective amendment, the stop order is void as of the time of its entry.

  (5) The Commissioner by rule or otherwise may waive either or both of the conditions specified in paragraphs (1)(ii) and (iii) of this subsection.

  (6) If the federal registration statement becomes effective before all the conditions in this subsection are satisfied and they are not waived, the registration statement automatically becomes effective as soon as all the conditions are satisfied. If the registrant advises the Commissioner of the date when the federal registration statement is expected to become effective, the Commissioner promptly shall advise the registrant by telephone, facsimile transmission, or telegram, at the expense of the registrant, whether all the conditions are satisfied and whether he then contemplates the institution of a proceeding under Sec.Sec. 11-511 through 11-513 of this subtitle, but this advice by the Commissioner does not preclude the institution of the proceeding at any time.

(d)

  (1) Any security for which the documents required by any regulation adopted by the Securities and Exchange Commission under Sec. 3(b) or Sec. 3(c) of the Securities Act of 1933 have been filed with the Commission in connection with the same offering may be registered by coordination on compliance with subsections (b) and (c) of this section in the manner the Commissioner by rule or order may prescribe.

  (2) For purposes of this subsection, the terms "federal registration statement" and "federal prospectus" include the documents, including the offering circular, if any, which may be filed with the Securities and Exchange Commission in accordance with any such regulation.

(e) The Commissioner by rule or order may waive or modify the application of a requirement of this section if a provision or an amendment, repeal or other alteration of the provisions of the Securities Act of 1933, or the regulations adopted under that act, render the waiver or modification appropriate for further coordination of State and federal law.

#### Section 11-503.1

(a) A person may not offer or sell a federal covered security in this State unless the documents required by this section are filed and the fees required by Sec. 11-506 or Sec. 11-510.1 of this subtitle are paid.

(b) With respect to a federal covered security specified in Sec. 18(b)(2) of the Securities Act of 1933, the Commissioner may require, by rule, order, or otherwise, the filing of the following documents:

  (1) Before the initial offer of the federal covered security in this State:

    (i) A notice in a form that the Commissioner requires or the documents filed with the Securities and Exchange Commission under the Securities Act of 1933;

    (ii) A consent to service of process signed by the issuer; and

    (iii) The fee required under Sec. 11-510.1 of this subtitle; and

  (2) After the initial offer of the federal covered security in this State:

    (i) Any document that is part of an amendment filed with the Securities and Exchange Commission under the Securities Act of 1933; and

    (ii) As necessary to compute fees, an annual or periodic report of the value of the federal covered securities offered or sold in this State together with any fee required under Sec. 11-510.1(b) and (c) of this subtitle.

(c) With respect to a security that is a federal covered security specified in Sec. 18(b)(3) or (4) of the Securities Act of 1933, the Commissioner may require, by rule, order, or otherwise, the issuer to file:

  (1) A consent to service of process signed by the issuer;

  (2) The fee required under Sec. 11-506 of this subtitle; and

  (3) Any document filed with the Securities and Exchange Commission under the Securities Act of 1933.

(d)

  (1) If an issuer fails to timely file the items under subsection (b) or (c) of this section and a stop order has not been issued under subsection (e) of this section, the issuer may satisfy the requirements of subsection (b) or (c) of this section, as applicable, by making a late filing and paying the fees required for a late filing under Sec. 11-506 or Sec. 11-510.1 of this subtitle.

  (2) An issuer that makes a late filing in accordance with paragraph (1) of this subsection will terminate any right or liability that accrues based on the failure to satisfy the requirements of subsection (b) or (c) of this section if:

    (i) There is no action pending under subsection (e) of this section or any other provision of this title;

    (ii) A person with the right has not relied detrimentally on the absence of the filing; and

    (iii) The late filing is made within 1 year of the original due date of the filing.

(e) Except for a federal covered security specified in Sec. 18(b)(1) of the Securities Act of 1933, the Commissioner may issue a stop order suspending the offer and sale of a federal covered security, if the Commissioner finds that:

  (1) The order is in the public interest; and

  (2) There is a failure to comply with any condition established under this section.

(f) The Commissioner may waive, by rule, order, or otherwise, the filing of any document required under this section.

#### Section 11-504

(a) Any security may be registered by qualification.

(b) A registration statement under this section shall contain the following information and be accompanied by the following documents, in addition to the information specified in Sec. 11-507(a) of this subtitle and the consent to service of process required by Sec. 11-802(a) of this title:

  (1) With respect to the issuer and any significant subsidiary:

    (i) Its name, address, and form of organization;

    (ii) The state or foreign jurisdiction and date of its organization;

    (iii) The general character and location of its business;

    (iv) A description of its physical properties and equipment; and

    (v) A statement of the general competitive conditions in the industry or business in which it is or will be engaged;

  (2) With respect to every director and officer of the issuer, or person occupying a similar status or performing similar functions:

    (i) His name, address, and principal occupation for the past five years;

    (ii) The amount of securities of the issuer held by him as of a specified date within 30 days of the filing of the registration statement;

    (iii) The amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and

    (iv) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected;

  (3) With respect to every person covered by item (2) of this subsection, the remuneration paid during the past 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer, together with every predecessor, parent, subsidiary and affiliate, to all those persons in the aggregate;

  (4) With respect to any person owning of record or, if known, beneficially 10 percent or more of the outstanding shares of any class of equity security of the issuer, the information specified in item (2) of this subsection other than his occupation;

  (5) With respect to every promoter, if the issuer was organized within the past three years:

    (i) The information specified in item (2) of this subsection;

    (ii) Any amount paid to him within that period or intended to be paid to him; and

    (iii) The consideration for the payment;

  (6) With respect to any person on whose behalf any part of the offering is to be made in a nonissuer distribution:

    (i) His name and address;

    (ii) The amount of securities of the issuer held by him as of the date of the filing of the registration statement;

    (iii) A description of any material interest in any material transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected; and

    (iv) A statement of his reasons for making the offering;

  (7) The capitalization and long-term debt, on both a current and a pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding, being registered, or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else, for which the issuer or any subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities;

  (8)

    (i) The kind and amount of securities to be offered;

    (ii) The proposed offering price or the method by which it is to be computed;

    (iii) Any variation from the price or method at which any proportion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of the person or class;

    (iv) The basis on which the offering is to be made if other than for cash;

    (v) The estimated aggregate underwriting and selling discounts or commissions and finders' fees, including, separately, cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering, or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts, the estimated amounts of other selling expenses, including legal, engineering, and accounting charges;

    (vi) The name and address of every underwriter and every recipient of a finder's fee;

    (vii) A copy of any underwriting or selling-group agreement under which the distribution is to be made, or the proposed form of any agreement whose terms have not yet been determined; and

    (viii) A description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;

  (9)

    (i) The estimated cash proceeds to be received by the issuer from the offering;

    (ii) The purposes for which the proceeds are to be used by the issuer;

    (iii) The amount to be used for each purpose;

    (iv) The order or priority in which the proceeds will be used for the purposes stated;

    (v) The amounts of any funds to be raised from other sources to achieve the purposes stated;

    (vi) The names of the funds; and

    (vii) If any part of the proceeds is to be used to acquire any property, including goodwill, other than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons who have received commissions in connection with the acquisition, and the amounts of the commissions and any other expense in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

  (10) A description of any stock options or other security options outstanding or to be created in connection with the offering, together with the amount of the options held or to be held by every person required to be named in items (2), (4), (5), (6), or (8) of this subsection and by any person who holds or will hold 10 percent or more in the aggregate of the options;

  (11)

    (i) The dates of, parties to, and general effect concisely stated of every management or other material contract made or to be made other than in the ordinary course of business if it is to be performed in whole or in part at or after the filing of the registration statement or was made within the past two years, together with a copy of every such contract; and

    (ii) A description of any pending litigation or proceeding to which the issuer is a party and which materially affects its business or assets, including any such litigation or proceeding known to be contemplated by governmental authorities;

  (12) Two copies of the prospectus required by subsection (d) of this section, together with a copy of any other prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering;

  (13)

    (i) A specimen or copy of the security being registered;

    (ii) A copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, as currently in effect; and

    (iii) A copy of any indenture or other instrument covering the security to be registered;

  (14) A signed or conformed copy of an opinion of counsel as to the legality of the security being registered, with an English translation if it is in a foreign language, which shall state whether the security when sold will be legally issued, fully paid and nonassessable, and, if a debt security, a binding obligation of the issuer;

  (15) The written consent of any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by him, if any such person is named as having prepared or certified a report or valuation, other than a public and official document or statement, which is used in connection with the registration statement;

  (16)

    (i) A balance sheet of the issuer as of a date within four months before the filing of the registration statement;

    (ii) A profit and loss statement and analysis of surplus for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the last fiscal year and the date of the balance sheet, or for the period of the existence of the issuer and any predecessor if less than three years; and

    (iii) If any part of the proceeds of the offering is to be applied to the purchase of any business, the same financial statements which would be required if that business were the registrant; and

  (17) Any additional information which the Commissioner requires by rule or order.

(c) A registration statement under this section becomes effective when the Commissioner so orders.

(d)

  (1) As a condition of registration under this section, a prospectus containing any designated part of the information specified in subsection (b) of this section shall be sent or given to each person to whom an offer is made before or concurrently with the first to occur of:

    (i) The first written offer made to him, other than by means of a public advertisement, by or for the account of the issuer or any other person on whose behalf the offering is being made or by any underwriter or broker-dealer who is offering part of an unsold allotment or subscription taken by him as a participant in the distribution;

    (ii) The confirmation of any sale made by or for the account of the person;

    (iii) Payment under the sale; or

    (iv) Delivery of the security under the sale.

  (2) Paragraph (1)(i) of this subsection may be satisfied by the use of a preliminary prospectus, so designated and bearing the legend which the Commissioner prescribes, if a final prospectus is sent or given to each recipient of the preliminary prospectus before or concurrently with whichever event in paragraph (1)(ii), (iii), and (iv) first occurs.

#### Section 11-505

(a) A registration statement may be filed by the issuer, any other person on whose behalf the offering is to be made, or a registered broker-dealer.

(b) A registration statement may be filed in the manner and form designated by rule or order of the Commissioner, including filing by electronic transmission.

#### Section 11-506

(a) Except as provided in Sec. 11-510.1 of this subtitle, a person filing an application to register securities shall pay a fee of 0.1 percent of the maximum aggregate offering price at which the securities are to be offered in this State, but the fee may not be less than $500 or more than $1,500.

(b)

  (1) Except as provided in paragraph (2) of this subsection, a person required to submit a filing in accordance with an exemption granted under this title shall pay a fee of $400 for each filing.

  (2) A person required to submit a filing in accordance with the exemption granted under Sec. 11-601(16) of this title shall pay a fee of $100 for each filing.

  (3) A person required to submit a notice of the offer or sale of federal covered securities under Sec. 11-503.1(c) of this subtitle shall pay:

    (i) A fee of $100 for each filing; and

    (ii) An additional fee of $150 for each filing made after the filing due date.

(c) The Commissioner shall retain the fee, if:

  (1) An application to register securities is withdrawn before the effective date;

  (2) A notice of the offer or sale of a federal covered security is withdrawn; or

  (3) A preeffective stop order is entered under Sec.Sec. 11-511 through 11-513 of this subtitle.

#### Section 11-507

(a) Every registration statement shall specify:

  (1) The amount of securities to be offered in this State;

  (2) The states in which a registration statement or similar document in connection with the offering has been or is to be filed; and

  (3) Any adverse order, judgment, or decree entered in connection with the offering by the regulatory authorities in each state, any court, or the Securities and Exchange Commission.

(b) Any document filed under this subtitle may be incorporated by reference in the registration statement to the extent that the document is currently accurate.

(c) The Commissioner by rule or otherwise may permit the omission of any item of information or document from any registration statement.

#### Section 11-508

(a) A registration statement remains effective for 1 year after its effective date unless the Commissioner by rule or order extends the period of effectiveness. A registration statement is not effective while a stop order is in effect under Sec.Sec. 11-511 through 11-513 of this subtitle.

(b) A registration statement may be withdrawn only in the discretion of the Commissioner.

(c) A registration statement that has not been made effective within 1 year from the date of initial filing may be deemed abandoned by the Commissioner.

#### Section 11-509

As long as a registration statement registered by qualification or notification is effective, the Commissioner by rule or order may require the person who filed the registration statement to file reports, not more often than quarterly, to keep reasonably current the information contained in the registration statement and to disclose the progress of the offering.

#### Section 11-510

(a) A registration statement relating to a security registered under Sec. 11-502, Sec. 11-503, or Sec. 11-504 of this subtitle may be amended after its effective date so as to increase the securities specified as proposed to be offered.

(b) The amendment becomes effective when the Commissioner so orders.

(c) The person filing the amendment shall pay a filing fee, calculated in the manner specified in Sec. 11-506 of this subtitle, with respect to the additional securities proposed to be offered.

#### Section 11-510.1

(a) A face-amount certificate company, an open-end management company, a closed-end management company that is not a federal covered security under Sec. 18(b)(1) of the Securities Act of 1933, or a unit investment trust, as those terms are defined in the Investment Company Act of 1940, shall comply with the requirements of this section, if the company or trust files:

  (1) A notice under Sec. 11-503.1 of this subtitle of the offer or sale in this State of an indefinite amount of federal covered securities specified in Sec. 18(b)(2) of the Securities Act of 1933; or

  (2) An application to register under Sec. 11-503 of this subtitle the offer and sale in this State of an indefinite amount of securities.

(b)

  (1) Except as provided in paragraph (3) of this subsection, a face-amount certificate company or an open-end management company, at the time of filing, shall pay an initial fee of $500 and within 60 days after the issuer's fiscal year end during which its registration statement is effective or notice required by Sec. 11-503.1(b) of this subtitle is filed:

    (i) Pay a fee of $1,300; or

    (ii)

      (1) File a report on a form the Commissioner by rule adopts, reporting all sales of securities to persons within this State during the fiscal year; and

      (2) Pay a fee of 0.1 percent of the maximum aggregate offering price at which the securities were sold in this State.

  (2)

    (i) When calculating the fee in accordance with paragraph (1)(ii)2 of this subsection, the initial fee of $500 shall be deducted from the aggregate fee due.

    (ii) Except as provided in paragraph (3) of this subsection and subsection (d) of this section, the aggregate fee due under this paragraph may not exceed $1,500.

    (iii) Except as provided in paragraph (3) of this subsection and subsection (d) of this section, if the amount due under paragraph (1)(ii)2 of this subsection is less than $500, no additional amount may be payable, and no credit or refund may be allowed or returned.

  (3) If a filing required under subsection (a) of this section and Sec. 11-503.1 of this subtitle is not received by the Commissioner by the deadline established, the issuer, in addition to the fee required under this section, shall pay a late fee of $500.

(c)

  (1) Except as provided in paragraph (4) of this subsection, at the time of filing, a unit investment trust, or a closed-end management company that is not a federal covered security under Sec. 18(b)(1) of the Securities Act of 1933, shall pay an initial fee of $500.

  (2) Within 60 days after the anniversary of the date on which the issuer's offer became effective or its notice filed under Sec. 11-503(b) of this subtitle was accepted, a unit investment trust, or a closed-end management company that is not a federal covered security under Sec. 18(b)(1) of the Securities Act of 1933, shall:

    (i) Pay a fee of $1,300; or

    (ii)

      (1) File a report on a form the Commissioner by rule adopts, reporting all sales of securities to persons within this State during the effective period of the registration statement or the acceptance period of the notice filed under Sec. 11-503.1(b) of this subtitle; and

      (2) Pay a fee of 0.1 percent of the maximum aggregate offering price at which the securities were sold in this State.

  (3)

    (i) When calculating the fee in accordance with paragraph (1)(ii)2 of this subsection, the initial $500 fee shall be deducted from the aggregate fee due.

    (ii) Except as provided in paragraph (4) of this subsection and subsection (d) of this section, the aggregate fee due under this paragraph may not exceed $1,500.

    (iii) Except as provided in paragraph (4) of this subsection and subsection (d) of this section, if the amount due under paragraph (1)(ii)2 of this subsection is less than $500, no additional amount may be payable, and no credit or refund may be allowed or returned.

  (4) If a filing required under subsection (a) of this section and Sec. 11-503.1 of this subtitle is not received by the Commissioner by the deadline established in paragraph (2) of this subsection, the issuer, in addition to the fee required under this section, shall pay a late fee of $500.

(d)

  (1) The Commissioner, by rule, order, or otherwise, may extend the length of the renewal period to a period not exceeding 2 years for the effectiveness of a registered offering or for a notice filed under Sec. 11-503.1 of this subtitle.

  (2) If the Commissioner extends a renewal period in excess of 1 year, the fee shall be prorated to the extended renewal period.

#### Section 11-511

(a) The Commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any registration statement if he finds that the order is in the public interest and that:

  (1) The registration statement as of its effective date or as of any earlier date in the case of an order denying effectiveness, any amendment under Sec. 11-510 of this subtitle as of its effective date, or any report under Sec. 11-509 of this subtitle is incomplete in any material respect or contains any statement which was, in the light of the circumstances under which it was made, false or misleading with respect to any material fact;

  (2) Any provision of this title or any rule, order, or condition lawfully imposed under this title has been willfully violated, in connection with the offering, by:

    (i) The person filing the registration statement;

    (ii) The issuer, any partner, officer, or director of the issuer, any person occupying a similar status or performing similar functions, or any person directly or indirectly controlling or controlled by the issuer, but only if the person filing the registration statement is directly or indirectly controlled by or acting for the issuer; or

    (iii) Any underwriter;

  (3) The security registered or sought to be registered is the subject of an administrative stop order or similar order or a permanent or temporary injunction of any court of competent jurisdiction entered under any other federal or State act applicable to the offering, but:

    (i) The Commissioner may not institute a proceeding against an effective registration statement under this item (3) more than one year from the date of the order or injunction relied on; and

    (ii) He may not enter an order under this item (3) on the basis of an order or injunction entered under any other State act unless that order or injunction was based on facts which would currently constitute a ground for a stop order under this section;

  (4) The enterprise or method of business of the issuer includes or would include activities which are illegal where performed;

  (5) The offering has worked or tended to work a fraud on purchasers or would so operate;

  (6) If a security is sought to be registered by notification, it is not eligible for the registration;

  (7) If a security is sought to be registered by coordination, there has been a failure to comply with the undertaking required by Sec. 11-503(b)(4) of this subtitle; or

  (8) The applicant or registrant has failed to pay the proper filing fee, but the Commissioner may enter only a denial order under this item (8) and he shall vacate the order when the deficiency is corrected.

(b) The Commissioner may not institute a stop-order proceeding against an effective registration statement on the basis of a fact or transaction known to him when the registration statement became effective unless the proceeding is instituted within the next 30 days.

#### Section 11-512

(a) The Commissioner by order summarily may postpone or suspend the effectiveness of the registration statement pending final determination of any proceeding under Sec. 11-511 of this subtitle.

(b) On the entry of the order, the Commissioner promptly shall notify each person specified in Sec. 11-513 of this subtitle:

  (1) That it has been entered;

  (2) The reasons for its entry; and

  (3) That within 15 days after the receipt of a written request the matter will be set down for hearing.

(c)

  (1) If a hearing is not requested and one is not ordered by the Commissioner, the order will remain in effect until it is modified or vacated by the Commissioner.

  (2) If a hearing is requested or ordered, the Commissioner, after notice of and opportunity for hearing to each person specified in Sec. 11-513 of this subtitle, may modify or vacate the order or extend it until final determination.

#### Section 11-513

A stop order may not be entered under any part of Sec. 11-503.1, Sec. 11-511, or Sec. 11-512 of this subtitle, except Sec. 11-512(a) of this subtitle, without:

(1) Appropriate prior notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;

(2) Opportunity for hearing; and

(3) Written findings of fact and conclusions of law.

#### Section 11-514

The Commissioner may vacate or modify a stop order if he finds that the conditions which prompted entry have changed or that it is otherwise in the public interest to do so.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)