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<law><site_title>Virginia Decoded</site_title><site_url>https://vacode.org</site_url><law_id>64196</law_id><section_number>13.1-509</section_number><catch_line>Registration by coordination</catch_line><edition url="https://vacode.org/2025/" slug="2025" current="TRUE" last_updated="">2025</edition><structure><unit label="title" level="1" order_by="1" identifier="13.1">Corporations</unit><unit label="chapter" level="2" order_by="1" identifier="5">Securities Act</unit><unit label="article" level="3" order_by="1" identifier="4">Registration of Securities</unit></structure><text>
						<section id="A"><p><span class="prefix-number">A.</span> 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 if no stop <span class="dictionary">order</span> or refusal <span class="dictionary">order</span> is in effect against such registration statement and no proceeding looking toward such an <span class="dictionary">order</span> is pending. <a id="paragraph-233717" class="section-permalink" href="https://vacode.org/13.1-509/#A"><i class="fa fa-link"/></a></p></section>
						<section id="B"><p><span class="prefix-number">B.</span> A registration statement under this section shall consist of the prospectus filed under the Securities Act of 1933 together with all amendments or supplements thereto and a statement of the amount and maximum offering price of the securities proposed to be offered in this Commonwealth. The Commission may require that it also include the articles of incorporation and bylaws, any agreements with underwriters, any indenture or any other instrument governing the issuance of the security to be registered, a specimen of the security and any other information documents filed under the Securities Act of 1933. The registration statement shall be accompanied by a fee of one-twentieth of one percent of the maximum aggregate offering price of the securities proposed to be offered in this Commonwealth; provided that the fee shall not be less than $200 nor more than $700, except that in the case of a unit investment trust, as that term is defined in the Investment Company Act of 1940, the fee shall not be less than $400 nor more than $1,000. <a id="paragraph-233718" class="section-permalink" href="https://vacode.org/13.1-509/#B"><i class="fa fa-link"/></a></p></section>
						<section id="C"><p><span class="prefix-number">C.</span> A registration statement under this section shall automatically become effective at the moment the federal registration statement becomes effective if all of the following conditions are satisfied: (i) No stop <span class="dictionary">order</span> is in effect and no proceeding for the issuance of a stop <span class="dictionary">order</span> is pending and (ii) the registration statement and all amendments other than a final amendment (hereinafter termed the &#x201C;<span class="dictionary">price amendment</span>&#x201D;) which is limited substantially to information concerning the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price have been on file with the Commission, or any entity designated by <span class="dictionary">order</span> or rule of the Commission, for at least three full business days. Unless the definitive information concerning price and other matters dependent thereon has been so on file with the Commission or such entity, the registrant shall promptly notify the Commission by telephone, telegram, or electronic means of the date and time when the federal registration statement became effective and the content of the federal <span class="dictionary">price amendment</span>, if any, and shall promptly file a post-effective amendment containing the information in the federal <span class="dictionary">price amendment</span> but exclusive of exhibits. Failure to receive such notification or such post-effective amendment if required shall be grounds for the entry of a stop <span class="dictionary">order</span> retroactively denying effectiveness to the registration statement, without notice or <span class="dictionary">hearing</span>, if the Commission promptly notifies the registrant by telephone, telegram, or electronic means (and promptly confirms by letter, telegram, or electronic means when it notifies by telephone) of the issuance of such an <span class="dictionary">order</span>. If the registrant proves that he complied with the requirements of this subsection as to notice and post-effective amendment, the stop <span class="dictionary">order</span> shall be void as of the time of its entry. The Commission may, by <span class="dictionary">order</span>, letter, telegram, or electronic means, accelerate the effectiveness of any registration statement and may <span class="dictionary">waive</span> any or all of the conditions specified in clause (ii) above. If the federal registration has become effective before all of such conditions have been satisfied and they are not so waived, the registration statement under this section shall automatically become effective as soon as all of such conditions have been satisfied. <a id="paragraph-233719" class="section-permalink" href="https://vacode.org/13.1-509/#C"><i class="fa fa-link"/></a></p></section></text><history>1956, c. 428; 1984, c. 771; 1990, c. 90; 1994, c. 10; 2003, c. 595.</history><metadata></metadata></law>
