The Corporate Finance Section acts as the first line of defense against investor fraud and has a number of investor protection charges. These include:
- reviewing offering materials to ensure full and fair disclosure and readability;
- preventing offerings which by their terms would result in abuses of investors;
- assisting small business offerors; and
- educating investors.
Full and Fair Disclosure
The Act makes it illegal to use an offering document which is incomplete in any material way or which contains false or misleading statements. A prospectus in a public offering and a private placement memorandum in an exempt transaction must contain all material information concerning the issuer's business, the securities being offered, and the use of the proceeds raised. The Corporate Finance Section reviews all applications to register public offerings and private placement filings to ensure that investors have access to full and fair disclosure in order to make an informed investment decision. The section also assists the issuers of securities in drafting offering documents which are more readable by people who are not investment professionals.Tend to Work A Fraud
The Act gives the Secretary the right to deny the registration of an offering of securities which would tend to work a fraud upon investors in the Commonwealth. In accordance with this investor protection charge, the Securities Division has adopted Rules to ensure that the issuer and investor share in the result of the venture, that conflicts of interest are minimized, and that promotional and offering expenses are not excessive. While registration of securities by the Division does not constitute a recommendation to buy nor a guarantee of financial success, the registration aim is to protect investors against abusive securities offerings.Small Business Offerings
Small businesses may raise capital in the Commonwealth by filing a Small Company Offering Registration (SCOR) application. The SCOR procedure allows a small business to raise up to $1 million a year ($5 million in a SEC Regulation A offering) using disclosure statements that are less complex and costly than those associated with traditional public offerings. While maintaining its charge of investor protection, the Corporate Finance Section works with small businesses to allow them to raise capital in an inexpensive and efficient manner. Such efforts include scheduling pre-filing conferences to answer questions concerning the methods by which a small business can raise capital and how to complete the disclosure form required by SCOR.Investor Education Materials and Outreach
The Corporate Finance Section has produced several brochures and booklets to help investors educate themselves about various issues, including mutual funds and sales of securities through bank branches.Fee Schedule
Filing Fees for Public Offerings under M.G.L c. 110A §§302 and 303(Calculated on the basis of the MA portion of the offering) |
|
|---|---|
Ad valorem Fee |
1/20 of 1% of the aggregate amount of the offering in Massachusetts (as indicated on Form U) |
Minimum Fee (annually) |
$300 |
Maximum Fee (annually) |
$1,500 |
Notice Filings for Open-End Investment Companies under 950 CMR 13.306 |
Initial Notice Filing |
$2,500 |
Annual Notice Filing |
$1,250 |
Unit Investment Trusts |
Notice Filing (one-time fee) |
$750 |
Annual Notice Fee |
N/A |
Filing Fees for Private Offerings under 950 CMR 14.402(B)(9)(g)(Calculated on the basis of the total amount of the offering) |
Amount of Offering $0-$500,000 |
$150 |
Amount of Offering over $500,000-$2,000,000 |
$250 |
Amount of Offering over $2,000,000-$7,500,000 |
$500 |
Amount of Offering more than $7,500,000 |
$750 |
Filing Fees for Transactions with Existing Security Holders under 950 CMR 14.402(B)(11)(a) |
$100 |
Filing Fees for Private Offerings under 950 CMR 14.402(B)(13)(i) and 950 CMR 14.402(B)(13)(l)(Calculated on the basis of the total offering) |
Amount of Offering $0-$2,000,000 |
$250 |
Amount of Offering over $2,000,000-$7,500,000 |
$500 |
Amount of Offering more than $7,500,000 |
$750 |
Filing Fees for Broker-Dealer Registration and Renewal under 950 CMR 12.202 |
$450 |
|
Agent Registration (every firm must have at least one agent registered) |
$75 |
Issuer-Agent Registration and Renewal under 950 CMR 12.202 |
$75 |
Filing Fees for Investment Adviser Registration and Renewal under 950 CMR 12.205 |
$300 |
|
Representative Registration (every firm must have at least one representative registered) |
$50 |
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Frequently Asked Questions About Massachusetts Securities Registration and Exemption Filings
How do I register securities by coordination in Massachusetts?
Refer to Section 302 of M.G.L. c.110A and to the Massachusetts regulations under 950 CMR 13.302 through 13.305.How should I file a notice in Massachusetts for a security that is federally exempt under Rule 506 of Regulation D and is a “covered security” under 18(b)(4)(D) of the Securities Act of 1933?
Refer to the Rule 506 notice filing section adopted in the Massachusetts regulations under 950 CMR 14.402(B)(13)(l). Issuers using Rule 506 of Regulation may also want to review the exemption provided under Section 402(b)(9) of M.G.L. c.110A and the Massachusetts regulations under 950 CMR 14.402(B)(9) to see if that exemption would be available.What Massachusetts private placement exemption would be available for an offering that is federally exempt under Rule 504 of Regulation D?
Refer to the exemption provided under Section 402(b)(9) of the M.G.L. c.110A and under 950 CMR 14.402(B)(9).Are employee benefit plans exempt from the securities registration requirements in Massachusetts?
Refer to the “Compensatory Arrangements” exemption under the Massachusetts regulation 950 CMR 14.402(B)(13)(a), or to the exemption provided under Section 402(a)(11) of M.G.L. c.110A and 950 CMR 14.402(a)(11).Does Massachusetts have an exchange listing exemption?
Refer to the exemption provided under Section 402(a)(8) of M.G.L. c.110A and under 950 CMR 14.402(A)(8).Does Massachusetts have an exemption for securities listed under the Nasdaq National Market System?
Refer to the exemption provided under 950 CMR 14.402(B)(13)(h). Note that this exemption is available only for transactions in securities listed on the National Market and that it is not available for securities listed on other levels of the Nasdaq, such as the SmallCap.Are filing fees sent to the Massachusetts Securities Division refundable?
Under Massachusetts regulation 950 CMR 14.412(a)(8) filing fees are not refundable.Where can I get forms for Massachusetts filings?
The uniform multi-state forms used in Massachusetts filings may be obtained from the NASAA website.Does Massachusetts have an institutional buyer exemption?
Refer to the exemption provided under Section 402(b)(8) of M.G.L. c.110A and to the definition of “Institutional Buyer” under 950 CMR 14.401.How are Massachusetts filing fees calculated?
For securities registrations: a fee of 1/20th of 1% of the Massachusetts portion of the offering, with a minimum fee of $300 and a maximum fee of $1500.
For securities offerings that are exempt under 950 CMR 14.402(B)(13)(i) and 14.402(B)(13)(l):
Total Amount of Offering |
Fee |
|---|---|
0-$2,000,000 |
$250 |
Over $2,000,000-$7,500,000 |
$500 |
$7,500,001 plus |
$750 |
For securities offerings that are exempt under Section 402(b)(9) of M.G.L. c.110A and that are making the filing described under 950 CMR 14.402(B)(9)(g), a non-refundable filing fee in the following amount:
Total Amount of Offering |
Fee |
|---|---|
0-$500,000 |
$150 |
Over $500,000 - $2,000,000 |
$250 |
Over $2,000,000 - $7,500,000 |
$500 |
$7,500,001 plus |
$750 |
Does Massachusetts participate in the SCOR program and accept SCOR registrations on NASAA Form U-7?
Yes. Refer to Section 303 of M.G.L. c.110A and to 950 CMR 13.303(A)(3).Statutes and Regulations
M.G.L. c.110A, the Massachusetts Uniform Securities Act (“The Massachusetts Blue Sky Law”):
malegislature.gov/Laws/GeneralLaws
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