TITLE 10 COMMERCE AND TRADE

Section 5. Georgia Uniform Securities, 10-5-1 through 10-5-90.

ARTICLE 3 REGISTRATION OF SECURITIES

10-5-21. Filing of records.

With respect to a federal covered security, as defined in Section 18(b)(2) of the Securities Act of 1933, 15 U.S.C. Section 77r(b)(2), that is not otherwise exempt under Code Sections 10-5-10 through 10-5-12, a rule adopted or order issued under this chapter may require the filing of any or all of the following records:
1. Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, 15 U.S.C. Section 77a, et seq., and a consent to service of process complying with Code Section 10-5-80 signed by the issuer and the payment of a fee of $250.00;
2. After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, 15 U.S.C. Section 77a, et seq.; and
3. To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the Securities and Exchange Commission and payment of a fee of $250.00.
A notice filing under subsection (a) of this Code section is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the Securities and Exchange Commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the Securities and Exchange Commission that are required by rule adopted or order issued under this chapter to be filed and by paying a renewal fee of $100.00. A previously filed consent to service of process complying with Code Section 10-5-80 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.
With respect to a security that is a federal covered security under Section 18(b)(4)(D) of the Securities Act of 1933, 15 U.S.C. Section 77r(b)(4)(D), a rule adopted under this chapter may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the Appendix, as promulgated by the Securities and Exchange Commission, and a consent to service of process complying with Code Section 10-5-80 signed by the issuer not later than 15 days after the first sale of the federal covered security in this state and the payment of a fee of $250.00.
Except with respect to a federal security under Section 181(b)(1) of the Securities Act of 1933, 15 U.S.C. Section 77r(b)(1), if the Commissioner finds that there is a failure to comply with a notice or fee requirement of this Code section, the Commissioner may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the Commissioner.

(Code 1981, §10-5-21, enacted by Ga. L. 2008, p. 381, § 1/SB 358.)

Cases Citing O.C.G.A. § 10-5-21

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Womack v. State, 507 S.E.2d 425 (Ga. 1998).

Cited 7 times | Published | Supreme Court of Georgia | Sep 14, 1998 | 270 Ga. 56, 98 Fulton County D. Rep. 3565

...Defendants answered the complaint and counterclaimed, asserting, inter alia, that the State violated their constitutional right to be free from illegal searches and seizures, improperly gained control of GFI through receivership, and committed acts of waste. In so doing, defendants challenged the constitutionality of OCGA § 10-5-21, which confers immunity on the Commissioner of Securities, asserting that that statute denies them "equal access to the courts through counterclaim." Following a trial on the merits, the court determined that GFI operated for approximately...

...Womack has failed to rebut the presumption that the court and receiver have faithfully discharged their duties. See Northeast Factor & Discount Co. v. Mortgage Investments, 107 Ga.App. 705, 710, 131 S.E.2d 221 (1963). 5. Finally, Womack asserts that OCGA § 10-5-21, [4] which confers immunity on the Commissioner of Securities, is unconstitutional insofar as it does not permit the filing of a counterclaim against the Commissioner....

...We disagree. Immunity from suit is a legislative prerogative. Sikes v. Candler County, 247 Ga. 115, 117(2), 274 S.E.2d 464 (1981). It follows that the legislature can prescribe the terms and conditions upon which the State consents to be sued; and that OCGA § 10-5-21 cannot be deemed unconstitutional simply because it prevents Womack from filing a counterclaim....