# Corporations and Associations (GCA)

## Title 11. Maryland Securities Act

### Subtitle 5. Registration of Securities

#### 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.

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