{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-510.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-510.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-510.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-510.html"}],"law_id":60520,"edition_id":1,"section_id":60520,"structure_id":15750,"section_number":"13.1-510","catch_line":"Registration by qualification","history":"1956, c. 428; 1982, c. 362; 1983, c. 517; 1984, c. 771; 1993, c. 180.","full_text":"a\n\nAny security may be registered by qualification.b\n\nA registration statement under this section shall contain that part of the following information as required by the Commission:1\n\nWith respect to the issuer and any significant subsidiary: its name, address and form of organization; the state (or foreign jurisdiction) and date of its organization; the general character of its business; and a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;2\n\nWith respect to every director and officer of the issuer (or person occupying a similar status or performing similar functions): his name, address and principal occupation for the past five years; the amount of securities of the issuer held by him as of a specified date within ninety days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and 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\n\nWith respect to persons covered by subdivision (2) of this subsection: the remuneration paid during the past twelve months and estimated to be paid during the ensuing twelve months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries and affiliates) to all such persons in the aggregate;4\n\nWith respect to any person owning of record, or beneficially if known, ten percent or more of the outstanding shares of any class of equity security of the issuer: the information specified in subdivision (2) of this subsection other than his occupation;5\n\nWith respect to every promoter if the issuer was organized within the past three years: the information specified in subdivision (2) of this subsection, any amount paid to him within such period or intended to be paid to him and the consideration for any such payment;6\n\nWith respect to any person other than the issuer on whose behalf any part of the offering is to be made: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material interest in any material transaction with the issuer or any subsidiary effected within the past three years or proposed to be effected; and a statement of his reasons for making the offering;7\n\nThe capitalization and long term debt (on both a current and a pro forma basis) of the issuer and any subsidiary, including (i) a description of each class of security outstanding or being registered or otherwise offered, and (ii) 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 such subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities;8\n\nThe kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any portion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than cash; the estimated aggregate underwriting and selling discounts or commissions and finder’s fees (including separately cash, securities, contracts or anything else of value to accrue to the underwriters in connection with the offering) or, if such 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; the name and address of every underwriter and every recipient of a finders’ fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;9\n\nThe estimated cash proceeds to be received by the issuer from the offering; the purposes for which such proceeds are to be used by the issuer; the amount to be used for each purpose; the order of priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve such purposes; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise 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 such acquisition and the amounts of such commissions and any other expense in connection with such acquisition (including the cost of borrowing money to finance such acquisition);10\n\nA description of any stock options (or other security options) outstanding, or to be created in connection with the offering, together with the amount of any such options held or to be held by every person required to be named in subdivisions (2), (4), (5), (6) or (8) of this subsection and by any person who holds or will hold ten percent or more in the aggregate of any such options;11\n\nThe dates of, parties to and general effect concisely stated of, every management or other material contract made or to be made otherwise 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 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\n\nA copy of any prospectus, pamphlet, circular, form letter, advertisement or sales literature intended as of the effective date to be used in connection with the offering;13\n\nA specimen of the security being registered; a copy of the issuer’s articles of incorporation and bylaws (or their substantial equivalents) as currently in effect; and a copy of any indenture or other instrument covering the security to be registered;14\n\nAn opinion of counsel as to the legality of the security being registered 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\n\nA balance sheet of the issuer as of a date within four months prior to the filing of the registration statement; 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 issuer’s and any predecessor’s existence if less than three years; and 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 such business were the registrant;16\n\nSuch additional information as the Commission may require.c\n\nA registration statement shall state the amount of securities to be offered in this Commonwealth and shall be accompanied by a filing fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are proposed to be offered in this Commonwealth; provided that the fee shall not be less than $250 nor more than $500.d\n\nA registration statement under this section shall become effective when the Commission so orders.e\n\nIt shall be unlawful to sell any security registered under this section that constitutes the whole or a part of an unsold allotment or subscription by a broker-dealer as a participant in the underwriting of such securities except upon delivery to the purchaser of a prospectus. The prospectus shall contain such part of the information specified in subsection (b) as may be designated by the Commission as necessary for the protection of investors.f\n\nThe Commission shall have authority in its discretion to require that sales be made only pursuant to a subscription contract the form of which shall have been filed as an exhibit to the registration statement. If the Commission requires a subscription contract, it shall be unlawful to sell any security registered under this section except pursuant to such a subscription contract duly signed by the purchaser, a copy of which shall be delivered to him.g\n\n[Repealed.]h\n\nIf any prospectus, document or exhibit filed as provided in this section discloses that any of the securities sought to be registered by qualification, or as much as twenty-five percent of any class of the securities of the issuer to be outstanding, were or are intended to be issued for any patent right, copyright, trademark, process, formula, goodwill or other intangible assets, or for organization or promotion fees or expenses, the Commission may require that such securities shall be delivered in escrow to some satisfactory depository under an escrow agreement. The owners of such securities shall not be entitled to sell or transfer such securities or to withdraw such securities from escrow until the issuer in any period of thirty-six consecutive months earns an annual average of six percent of the public offering price times all shares of common stock then outstanding plus those to be outstanding through the exercise of warrants or options as computed under normal and customary accounting procedures or upon order of the Commission, when no circumstance is apparent which, in the opinion of the Commission, would warrant continuation of the escrow. In case of dissolution or insolvency during the time such securities are held in escrow, the owners of such securities shall not participate in the assets until after the owners of all other securities shall have been paid in full. If any securities sought to be registered by qualification are to be sold for the account of the issuer, and not by underwriters who have or at the time of offering shall have purchased such securities from the issuer, the Commission may require that the proceeds from the sale of such securities be delivered in escrow to some satisfactory depository until all or a reasonable portion of the total securities originally proposed to be offered and sold shall have been sold and paid for.\n\t\t\tFor the purposes of this section, such securities shall be deemed to have been sold and paid for at such time as the subscribers therefor deliver to, or for the benefit of, the issuer, an amount equal to the purchase price specified for such securities either in cash, a draft, check or note (other than any such instrument which is drawn without recourse) or any combination thereof.","order_by":null,"text":{"0":{"id":221260,"text":"Any security may be registered by qualification.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":221261,"text":"A registration statement under this section shall contain that part of the following information as required by the Commission:","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"b1"},"2":{"id":221262,"text":"With respect to the issuer and any significant subsidiary: its name, address and form of organization; the state (or foreign jurisdiction) and date of its organization; the general character of its business; and a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;","type":"section","prefixes":["b","1"],"prefix":"1","entire_prefix":"b1","prefix_anchor":"b1","level":2,"prior_prefix":"b","next_prefix":"b2"},"3":{"id":221263,"text":"With respect to every director and officer of the issuer (or person occupying a similar status or performing similar functions): his name, address and principal occupation for the past five years; the amount of securities of the issuer held by him as of a specified date within ninety days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and 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;","type":"section","prefixes":["b","2"],"prefix":"2","entire_prefix":"b2","prefix_anchor":"b2","level":2,"prior_prefix":"b1","next_prefix":"b3"},"4":{"id":221264,"text":"With respect to persons covered by subdivision (2) of this subsection: the remuneration paid during the past twelve months and estimated to be paid during the ensuing twelve months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries and affiliates) to all such persons in the aggregate;","type":"section","prefixes":["b","3"],"prefix":"3","entire_prefix":"b3","prefix_anchor":"b3","level":2,"prior_prefix":"b2","next_prefix":"b4"},"5":{"id":221265,"text":"With respect to any person owning of record, or beneficially if known, ten percent or more of the outstanding shares of any class of equity security of the issuer: the information specified in subdivision (2) of this subsection other than his occupation;","type":"section","prefixes":["b","4"],"prefix":"4","entire_prefix":"b4","prefix_anchor":"b4","level":2,"prior_prefix":"b3","next_prefix":"b5"},"6":{"id":221266,"text":"With respect to every promoter if the issuer was organized within the past three years: the information specified in subdivision (2) of this subsection, any amount paid to him within such period or intended to be paid to him and the consideration for any such payment;","type":"section","prefixes":["b","5"],"prefix":"5","entire_prefix":"b5","prefix_anchor":"b5","level":2,"prior_prefix":"b4","next_prefix":"b6"},"7":{"id":221267,"text":"With respect to any person other than the issuer on whose behalf any part of the offering is to be made: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material interest in any material transaction with the issuer or any subsidiary effected within the past three years or proposed to be effected; and a statement of his reasons for making the offering;","type":"section","prefixes":["b","6"],"prefix":"6","entire_prefix":"b6","prefix_anchor":"b6","level":2,"prior_prefix":"b5","next_prefix":"b7"},"8":{"id":221268,"text":"The capitalization and long term debt (on both a current and a pro forma basis) of the issuer and any subsidiary, including (i) a description of each class of security outstanding or being registered or otherwise offered, and (ii) 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 such subsidiary has issued any of its securities within the past two years or is obligated to issue any of its securities;","type":"section","prefixes":["b","7"],"prefix":"7","entire_prefix":"b7","prefix_anchor":"b7","level":2,"prior_prefix":"b6","next_prefix":"b8"},"9":{"id":221269,"text":"The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any portion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than cash; the estimated aggregate underwriting and selling discounts or commissions and finder’s fees (including separately cash, securities, contracts or anything else of value to accrue to the underwriters in connection with the offering) or, if such 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; the name and address of every underwriter and every recipient of a finders’ fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter;","type":"section","prefixes":["b","8"],"prefix":"8","entire_prefix":"b8","prefix_anchor":"b8","level":2,"prior_prefix":"b7","next_prefix":"b9"},"10":{"id":221270,"text":"The estimated cash proceeds to be received by the issuer from the offering; the purposes for which such proceeds are to be used by the issuer; the amount to be used for each purpose; the order of priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve such purposes; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise 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 such acquisition and the amounts of such commissions and any other expense in connection with such acquisition (including the cost of borrowing money to finance such acquisition);","type":"section","prefixes":["b","9"],"prefix":"9","entire_prefix":"b9","prefix_anchor":"b9","level":2,"prior_prefix":"b8","next_prefix":"b10"},"11":{"id":221271,"text":"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 any such options held or to be held by every person required to be named in subdivisions (2), (4), (5), (6) or (8) of this subsection and by any person who holds or will hold ten percent or more in the aggregate of any such options;","type":"section","prefixes":["b","10"],"prefix":"10","entire_prefix":"b10","prefix_anchor":"b10","level":2,"prior_prefix":"b9","next_prefix":"b11"},"12":{"id":221272,"text":"The dates of, parties to and general effect concisely stated of, every management or other material contract made or to be made otherwise 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 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);","type":"section","prefixes":["b","11"],"prefix":"11","entire_prefix":"b11","prefix_anchor":"b11","level":2,"prior_prefix":"b10","next_prefix":"b12"},"13":{"id":221273,"text":"A copy of any prospectus, pamphlet, circular, form letter, advertisement or sales literature intended as of the effective date to be used in connection with the offering;","type":"section","prefixes":["b","12"],"prefix":"12","entire_prefix":"b12","prefix_anchor":"b12","level":2,"prior_prefix":"b11","next_prefix":"b13"},"14":{"id":221274,"text":"A specimen of the security being registered; a copy of the issuer’s articles of incorporation and bylaws (or their substantial equivalents) as currently in effect; and a copy of any indenture or other instrument covering the security to be registered;","type":"section","prefixes":["b","13"],"prefix":"13","entire_prefix":"b13","prefix_anchor":"b13","level":2,"prior_prefix":"b12","next_prefix":"b14"},"15":{"id":221275,"text":"An opinion of counsel as to the legality of the security being registered 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;","type":"section","prefixes":["b","14"],"prefix":"14","entire_prefix":"b14","prefix_anchor":"b14","level":2,"prior_prefix":"b13","next_prefix":"b15"},"16":{"id":221276,"text":"A balance sheet of the issuer as of a date within four months prior to the filing of the registration statement; 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 issuer’s and any predecessor’s existence if less than three years; and 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 such business were the registrant;","type":"section","prefixes":["b","15"],"prefix":"15","entire_prefix":"b15","prefix_anchor":"b15","level":2,"prior_prefix":"b14","next_prefix":"b16"},"17":{"id":221277,"text":"Such additional information as the Commission may require.","type":"section","prefixes":["b","16"],"prefix":"16","entire_prefix":"b16","prefix_anchor":"b16","level":2,"prior_prefix":"b15","next_prefix":"c"},"18":{"id":221278,"text":"A registration statement shall state the amount of securities to be offered in this Commonwealth and shall be accompanied by a filing fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are proposed to be offered in this Commonwealth; provided that the fee shall not be less than $250 nor more than $500.","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b16","next_prefix":"d"},"19":{"id":221279,"text":"A registration statement under this section shall become effective when the Commission so orders.","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"20":{"id":221280,"text":"It shall be unlawful to sell any security registered under this section that constitutes the whole or a part of an unsold allotment or subscription by a broker-dealer as a participant in the underwriting of such securities except upon delivery to the purchaser of a prospectus. The prospectus shall contain such part of the information specified in subsection (b) as may be designated by the Commission as necessary for the protection of investors.","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"21":{"id":221281,"text":"The Commission shall have authority in its discretion to require that sales be made only pursuant to a subscription contract the form of which shall have been filed as an exhibit to the registration statement. If the Commission requires a subscription contract, it shall be unlawful to sell any security registered under this section except pursuant to such a subscription contract duly signed by the purchaser, a copy of which shall be delivered to him.","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"22":{"id":221282,"text":"[Repealed.]","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"23":{"id":221283,"text":"If any prospectus, document or exhibit filed as provided in this section discloses that any of the securities sought to be registered by qualification, or as much as twenty-five percent of any class of the securities of the issuer to be outstanding, were or are intended to be issued for any patent right, copyright, trademark, process, formula, goodwill or other intangible assets, or for organization or promotion fees or expenses, the Commission may require that such securities shall be delivered in escrow to some satisfactory depository under an escrow agreement. The owners of such securities shall not be entitled to sell or transfer such securities or to withdraw such securities from escrow until the issuer in any period of thirty-six consecutive months earns an annual average of six percent of the public offering price times all shares of common stock then outstanding plus those to be outstanding through the exercise of warrants or options as computed under normal and customary accounting procedures or upon order of the Commission, when no circumstance is apparent which, in the opinion of the Commission, would warrant continuation of the escrow. In case of dissolution or insolvency during the time such securities are held in escrow, the owners of such securities shall not participate in the assets until after the owners of all other securities shall have been paid in full. If any securities sought to be registered by qualification are to be sold for the account of the issuer, and not by underwriters who have or at the time of offering shall have purchased such securities from the issuer, the Commission may require that the proceeds from the sale of such securities be delivered in escrow to some satisfactory depository until all or a reasonable portion of the total securities originally proposed to be offered and sold shall have been sold and paid for.\n\t\t\tFor the purposes of this section, such securities shall be deemed to have been sold and paid for at such time as the subscribers therefor deliver to, or for the benefit of, the issuer, an amount equal to the purchase price specified for such securities either in cash, a draft, check or note (other than any such instrument which is drawn without recourse) or any combination thereof.","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g"}},"ancestry":[{"id":15750,"edition_id":1,"name":"Registration of Securities","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":13119,"metadata":{},"date_created":"2026-06-26 03:58:53","date_modified":"2026-06-26 03:58:53","permalink":{"id":149847,"object_type":"structure","relational_id":15750,"identifier":"4","token":"13.1\/5\/4","url":"\/13.1\/5\/4\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13119,"edition_id":1,"name":"Securities Act","identifier":"5","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:18","date_modified":"2026-06-26 03:44:18","permalink":{"id":149803,"object_type":"structure","relational_id":13119,"identifier":"5","token":"13.1\/5","url":"\/13.1\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":64075,"structure_id":15750,"section_number":"13.1-507","catch_line":"Registration requirement; exemptions","url":"\/13.1-507\/","token":"13.1\/5\/4\/13.1-507","metadata":false},{"id":85001,"structure_id":15750,"section_number":"13.1-508","catch_line":"Registration by notification","url":"\/13.1-508\/","token":"13.1\/5\/4\/13.1-508","metadata":false},{"id":64196,"structure_id":15750,"section_number":"13.1-509","catch_line":"Registration by coordination","url":"\/13.1-509\/","token":"13.1\/5\/4\/13.1-509","metadata":false},{"id":60520,"structure_id":15750,"section_number":"13.1-510","catch_line":"Registration by qualification","url":"\/13.1-510\/","token":"13.1\/5\/4\/13.1-510","metadata":false},{"id":86646,"structure_id":15750,"section_number":"13.1-511","catch_line":"Effectiveness and reports","url":"\/13.1-511\/","token":"13.1\/5\/4\/13.1-511","metadata":false},{"id":66407,"structure_id":15750,"section_number":"13.1-512","catch_line":"Repealed","url":"\/13.1-512\/","token":"13.1\/5\/4\/13.1-512","metadata":false},{"id":68094,"structure_id":15750,"section_number":"13.1-513","catch_line":"Stop orders","url":"\/13.1-513\/","token":"13.1\/5\/4\/13.1-513","metadata":false}],"previous_section":{"id":64196,"structure_id":15750,"section_number":"13.1-509","catch_line":"Registration by coordination","url":"\/13.1-509\/","token":"13.1\/5\/4\/13.1-509","metadata":false},"next_section":{"id":86646,"structure_id":15750,"section_number":"13.1-511","catch_line":"Effectiveness and reports","url":"\/13.1-511\/","token":"13.1\/5\/4\/13.1-511","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-510\/","history_text":"

This law was first created in 1956. The record of its establishment is cataloged in chapter 428 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1956 \u201cActs\u201d aren\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1982, chapter 362; in 1983, chapter 517; in 1984, chapter 771; in 1993, chapter 180.<\/p>","references":[{"id":85001,"section_number":"13.1-508","catch_line":"Registration by notification","order_by":null,"url":"\/13.1-508\/"},{"id":64194,"section_number":"13.1-522","catch_line":"Civil liabilities","order_by":null,"url":"\/13.1-522\/"}],"refers_to":false,"permalink":{"id":149861,"object_type":"law","relational_id":60520,"identifier":"13.1-510","token":"13.1\/5\/4\/13.1-510","url":"\/13.1-510\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-510\/","token":"13.1\/5\/4\/13.1-510","dublin_core":{"Title":"Registration by qualification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-510","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

a.<\/span> Any security may be registered by qualification. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> A registration statement under this section shall contain that part of the following information as required by the Commission: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> With respect to the issuer and any significant subsidiary: its name, address and form of organization; the state (or foreign jurisdiction<\/span>) and date of its organization; the general character of its business; and a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> With respect to every director and officer of the issuer (or person occupying a similar status or performing similar functions): his name, address and principal occupation for the past five years; the amount of securities of the issuer held by him as of a specified date within ninety days of the filing of the registration statement; the amount of the securities covered by the registration statement to which he has indicated his intention to subscribe; and a description of any material<\/span> interest in any material<\/span> transaction with the issuer or any significant subsidiary effected within the past three years or proposed to be effected; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> With respect to persons covered by subdivision (2) of this subsection: the remuneration paid during the past twelve months and estimated to be paid during the ensuing twelve months, directly or indirectly, by the issuer (together with all predecessors, parents, subsidiaries and affiliates) to all such persons in the aggregate; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> With respect to any person owning of record, or beneficially if known, ten percent or more of the outstanding shares of any class of equity<\/span> security of the issuer: the information specified in subdivision (2) of this subsection other than his occupation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> With respect to every promoter if the issuer was organized within the past three years: the information specified in subdivision (2) of this subsection, any amount paid to him within such period or intended to be paid to him and the consideration for any such payment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> With respect to any person other than the issuer on whose behalf any part of the offering is to be made: his name and address; the amount of securities of the issuer held by him as of the date of the filing of the registration statement; a description of any material<\/span> interest in any material<\/span> transaction with the issuer or any subsidiary effected within the past three years or proposed to be effected; and a statement of his reasons for making the offering; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The capitalization and long term debt (on both a current and a pro forma basis) of the issuer and any subsidiary, including (i) a description of each class of security outstanding or being registered or otherwise offered, and (ii) a statement of the amount and kind of consideration (whether in the form of cash, physical assets<\/span>, services, patents, goodwill or anything else) for which the issuer or any such subsidiary has issued any of its securities within the past two years or is obligated to issue<\/span> any of its securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation therefrom at which any portion of the offering is to be made to any person or class of persons other than the underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than cash; the estimated aggregate underwriting and selling discounts or commissions and finder’s fees (including separately cash, securities, contracts<\/span> or anything else of value to accrue to the underwriters in connection with the offering) or, if such 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; the name and address of every underwriter and every recipient of a finders’ fee; a copy of any underwriting or selling-group agreement pursuant to which the distribution is to be made, or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> The estimated cash proceeds to be received by the issuer from the offering; the purposes for which such proceeds are to be used by the issuer; the amount to be used for each purpose; the order<\/span> of priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve such purposes; the sources of any such funds; and, if any part of the proceeds is to be used to acquire any property (including goodwill) otherwise 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 such acquisition and the amounts of such commissions and any other expense in connection with such acquisition (including the cost of borrowing money to finance such acquisition); <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> 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 any such options held or to be held by every person required to be named in subdivisions (2), (4), (5), (6) or (8) of this subsection and by any person who holds or will hold ten percent or more in the aggregate of any such options; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> The dates of, parties to and general effect concisely stated of, every management or other material<\/span> contract<\/span> made or to be made otherwise 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<\/span>; and a description of any pending litigation<\/span> or proceeding to which the issuer is a party<\/span> and which materially affects its business or assets<\/span> (including any such litigation<\/span> or proceeding known to be contemplated by governmental authorities); <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> A copy of any prospectus, pamphlet, circular, form letter, advertisement or sales literature intended as of the effective date to be used in connection with the offering; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> A specimen of the security being registered; a copy of the issuer’s articles of incorporation and bylaws (or their substantial equivalents) as currently in effect; and a copy of any indenture or other instrument covering the security to be registered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> An opinion<\/span> of counsel<\/span> as to the legality of the security being registered 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> A balance sheet of the issuer as of a date within four months prior to the filing of the registration statement; 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 issuer’s and any predecessor’s existence if less than three years; and 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 such business were the registrant; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> Such additional information as the Commission may require. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> A registration statement shall state the amount of securities to be offered in this Commonwealth and shall be accompanied by a filing fee of one-tenth of one percent of the maximum aggregate offering price at which the securities are proposed to be offered in this Commonwealth; provided that the fee shall not be less than $250 nor more than $500. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> A registration statement under this section shall become effective when the Commission so orders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> It shall be unlawful to sell any security registered under this section that constitutes the whole or a part of an unsold allotment or subscription by a broker-dealer as a participant in the underwriting of such securities except upon delivery to the purchaser of a prospectus. The prospectus shall contain such part of the information specified in subsection (b) as may be designated by the Commission as necessary for the protection of investors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> The Commission shall have authority in its discretion to require that sales be made only pursuant to a subscription contract<\/span> the form of which shall have been filed as an exhibit to the registration statement. If the Commission requires a subscription contract<\/span>, it shall be unlawful to sell any security registered under this section except pursuant to such a subscription contract<\/span> duly signed by the purchaser, a copy of which shall be delivered to him. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> [Repealed.] <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> If any prospectus, document or exhibit filed as provided in this section discloses that any of the securities sought to be registered by qualification, or as much as twenty-five percent of any class of the securities of the issuer to be outstanding, were or are intended to be issued for any patent right, copyright, trademark, process, formula, goodwill or other intangible assets<\/span>, or for organization or promotion fees or expenses, the Commission may require that such securities shall be delivered in escrow to some satisfactory depository under an escrow agreement. The owners of such securities shall not be entitled to sell or transfer such securities or to withdraw such securities from escrow until the issuer in any period of thirty-six consecutive months earns an annual average of six percent of the public offering price times all shares of common stock then outstanding plus those to be outstanding through the exercise of warrants or options as computed under normal and customary accounting procedures or upon order<\/span> of the Commission, when no circumstance is apparent which, in the opinion<\/span> of the Commission, would warrant continuation of the escrow. In case of dissolution or insolvency during the time such securities are held in escrow, the owners of such securities shall not participate in the assets<\/span> until after the owners of all other securities shall have been paid in full. If any securities sought to be registered by qualification are to be sold for the account of the issuer, and not by underwriters who have or at the time of offering shall have purchased such securities from the issuer, the Commission may require that the proceeds from the sale of such securities be delivered in escrow to some satisfactory depository until all or a reasonable portion of the total securities originally proposed to be offered and sold shall have been sold and paid for.\n\t\t\tFor the purposes of this section, such securities shall be deemed to have been sold and paid for at such time as the subscribers therefor deliver to, or for the benefit of, the issuer, an amount equal to the purchase price specified for such securities either in cash, a draft, check or note (other than any such instrument which is drawn without recourse) or any combination thereof. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTRATION BY QUALIFICATION (\u00a7 13.1-510)\n\na. Any security may be registered by qualification.\n\nb. A registration statement under this section shall contain that part of the\nfollowing information as required by the Commission:\n\n 1. With respect to the issuer and any significant subsidiary: its name,\n address and form of organization; the state (or foreign jurisdiction) and date\n of its organization; the general character of its business; and a description\n of its physical properties and equipment; and a statement of the general\n competitive conditions in the industry or business in which it is or will be\n engaged;\n\n 2. With respect to every director and officer of the issuer (or person\n occupying a similar status or performing similar functions): his name, address\n and principal occupation for the past five years; the amount of securities of\n the issuer held by him as of a specified date within ninety days of the filing\n of the registration statement; the amount of the securities covered by the\n registration statement to which he has indicated his intention to subscribe;\n and a description of any material interest in any material transaction with\n the issuer or any significant subsidiary effected within the past three years\n or proposed to be effected;\n\n 3. With respect to persons covered by subdivision (2) of this subsection: the\n remuneration paid during the past twelve months and estimated to be paid\n during the ensuing twelve months, directly or indirectly, by the issuer\n (together with all predecessors, parents, subsidiaries and affiliates) to all\n such persons in the aggregate;\n\n 4. With respect to any person owning of record, or beneficially if known, ten\n percent or more of the outstanding shares of any class of equity security of\n the issuer: the information specified in subdivision (2) of this subsection\n other than his occupation;\n\n 5. With respect to every promoter if the issuer was organized within the past\n three years: the information specified in subdivision (2) of this subsection,\n any amount paid to him within such period or intended to be paid to him and\n the consideration for any such payment;\n\n 6. With respect to any person other than the issuer on whose behalf any part\n of the offering is to be made: his name and address; the amount of securities\n of the issuer held by him as of the date of the filing of the registration\n statement; a description of any material interest in any material transaction\n with the issuer or any subsidiary effected within the past three years or\n proposed to be effected; and a statement of his reasons for making the\n offering;\n\n 7. The capitalization and long term debt (on both a current and a pro forma\n basis) of the issuer and any subsidiary, including (i) a description of each\n class of security outstanding or being registered or otherwise offered, and\n (ii) a statement of the amount and kind of consideration (whether in the form\n of cash, physical assets, services, patents, goodwill or anything else) for\n which the issuer or any such subsidiary has issued any of its securities\n within the past two years or is obligated to issue any of its securities;\n\n 8. The kind and amount of securities to be offered; the proposed offering\n price or the method by which it is to be computed; any variation therefrom at\n which any portion of the offering is to be made to any person or class of\n persons other than the underwriters, with a specification of any such person\n or class; the basis upon which the offering is to be made if otherwise than\n cash; the estimated aggregate underwriting and selling discounts or\n commissions and finder’s fees (including separately cash, securities,\n contracts or anything else of value to accrue to the underwriters in\n connection with the offering) or, if such discounts or commissions are\n variable, the basis of determining them and their maximum and minimum amounts;\n the estimated amounts of other selling expenses, including legal, engineering\n and accounting charges; the name and address of every underwriter and every\n recipient of a finders’ fee; a copy of any underwriting or selling-group\n agreement pursuant to which the distribution is to be made, or the proposed\n form of any such agreement whose terms have not yet been determined; and a\n description of the plan of distribution of any securities which are to be\n offered otherwise than through an underwriter;\n\n 9. The estimated cash proceeds to be received by the issuer from the offering;\n the purposes for which such proceeds are to be used by the issuer; the amount\n to be used for each purpose; the order of priority in which the proceeds will\n be used for the purposes stated; the amounts of any funds to be raised from\n other sources to achieve such purposes; the sources of any such funds; and, if\n any part of the proceeds is to be used to acquire any property (including\n goodwill) otherwise than in the ordinary course of business, the names and\n addresses of the vendors, the purchase price, the names of any persons who\n have received commissions in connection with such acquisition and the amounts\n of such commissions and any other expense in connection with such acquisition\n (including the cost of borrowing money to finance such acquisition);\n\n 10. A description of any stock options (or other security options)\n outstanding, or to be created in connection with the offering, together with\n the amount of any such options held or to be held by every person required to\n be named in subdivisions (2), (4), (5), (6) or (8) of this subsection and by\n any person who holds or will hold ten percent or more in the aggregate of any\n such options;\n\n 11. The dates of, parties to and general effect concisely stated of, every\n management or other material contract made or to be made otherwise than in the\n ordinary course of business if it is to be performed in whole or in part at or\n after the filing of the registration statement or was made within the past two\n years, together with a copy of every such contract; and a description of any\n pending litigation or proceeding to which the issuer is a party and which\n materially affects its business or assets (including any such litigation or\n proceeding known to be contemplated by governmental authorities);\n\n 12. A copy of any prospectus, pamphlet, circular, form letter, advertisement\n or sales literature intended as of the effective date to be used in connection\n with the offering;\n\n 13. A specimen of the security being registered; a copy of the issuer’s\n articles of incorporation and bylaws (or their substantial equivalents) as\n currently in effect; and a copy of any indenture or other instrument covering\n the security to be registered;\n\n 14. An opinion of counsel as to the legality of the security being registered\n which shall state whether the security when sold will be legally issued, fully\n paid and nonassessable, and, if a debt security, a binding obligation of the\n issuer;\n\n 15. A balance sheet of the issuer as of a date within four months prior to the\n filing of the registration statement; a profit and loss statement and analysis\n of surplus for each of the three fiscal years preceding the date of the\n balance sheet and for any period between the close of the last fiscal year and\n the date of the balance sheet, or for the period of the issuer’s and any\n predecessor’s existence if less than three years; and if any part of the\n proceeds of the offering is to be applied to the purchase of any business, the\n same financial statements which would be required if such business were the\n registrant;\n\n 16. Such additional information as the Commission may require.\n\nc. A registration statement shall state the amount of securities to be offered\nin this Commonwealth and shall be accompanied by a filing fee of one-tenth of\none percent of the maximum aggregate offering price at which the securities are\nproposed to be offered in this Commonwealth; provided that the fee shall not be\nless than $250 nor more than $500.\n\nd. A registration statement under this section shall become effective when the\nCommission so orders.\n\ne. It shall be unlawful to sell any security registered under this section that\nconstitutes the whole or a part of an unsold allotment or subscription by a\nbroker-dealer as a participant in the underwriting of such securities except\nupon delivery to the purchaser of a prospectus. The prospectus shall contain\nsuch part of the information specified in subsection (b) as may be designated by\nthe Commission as necessary for the protection of investors.\n\nf. The Commission shall have authority in its discretion to require that sales\nbe made only pursuant to a subscription contract the form of which shall have\nbeen filed as an exhibit to the registration statement. If the Commission\nrequires a subscription contract, it shall be unlawful to sell any security\nregistered under this section except pursuant to such a subscription contract\nduly signed by the purchaser, a copy of which shall be delivered to him.\n\ng. [Repealed.]\n\nh. If any prospectus, document or exhibit filed as provided in this section\ndiscloses that any of the securities sought to be registered by qualification,\nor as much as twenty-five percent of any class of the securities of the issuer\nto be outstanding, were or are intended to be issued for any patent right,\ncopyright, trademark, process, formula, goodwill or other intangible assets, or\nfor organization or promotion fees or expenses, the Commission may require that\nsuch securities shall be delivered in escrow to some satisfactory depository\nunder an escrow agreement. The owners of such securities shall not be entitled\nto sell or transfer such securities or to withdraw such securities from escrow\nuntil the issuer in any period of thirty-six consecutive months earns an annual\naverage of six percent of the public offering price times all shares of common\nstock then outstanding plus those to be outstanding through the exercise of\nwarrants or options as computed under normal and customary accounting procedures\nor upon order of the Commission, when no circumstance is apparent which, in the\nopinion of the Commission, would warrant continuation of the escrow. In case of\ndissolution or insolvency during the time such securities are held in escrow,\nthe owners of such securities shall not participate in the assets until after\nthe owners of all other securities shall have been paid in full. If any\nsecurities sought to be registered by qualification are to be sold for the\naccount of the issuer, and not by underwriters who have or at the time of\noffering shall have purchased such securities from the issuer, the Commission\nmay require that the proceeds from the sale of such securities be delivered in\nescrow to some satisfactory depository until all or a reasonable portion of the\ntotal securities originally proposed to be offered and sold shall have been sold\nand paid for.\n\t\t\tFor the purposes of this section, such securities shall be deemed to have\nbeen sold and paid for at such time as the subscribers therefor deliver to, or\nfor the benefit of, the issuer, an amount equal to the purchase price specified\nfor such securities either in cash, a draft, check or note (other than any such\ninstrument which is drawn without recourse) or any combination thereof.\n\nHISTORY: 1956, c. 428; 1982, c. 362; 1983, c. 517; 1984, c. 771; 1993, c. 180.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}