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Nonprofit Issuer Registration Document And Disclosure Checklist 8-NP - Georgia
| Nonprofit Issuer Registration Document And Disclosure Checklist Form. This is a Georgia form and can be used in Securities And Business Regulation Blue Sky Secretary Of State . |
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BRIAN P. KEMP COMMISSIONER OF SECURITIES Division of Securities and Business Regulation 237 Coliseum Drive Macon, Georgia 312173858 (478) 2072440 * FAX (478) 3145805 Email: securities@sos.state.ga.us www.sos.ga.gov NONPROFIT ISSUER REGISTRATION Document and Disclosure Checklist Georgia Uniform Securities Act of 2008 O.C.G.A. ยง 10523 Office Use ONLY Control #:_______________ Examiner: ______________ APPLICANT: Description of Document/ Disclosure 1. APPLICATION FOR REGISTRATION A. Complete all applicable parts of application (Form 8) B. Document and Disclosure Checklist C. Manual Signatures of Officers and Directors (Note: All Trustees, Directors, etc. MUST sign or give a separate letter of consent. A majority of directors must sign Form 8.) 2. CORPORATE DOCUMENTS A. Articles of Incorporation B. Bylaws C. Management Contracts D. Indenture or Other Instrument Relating to the Securities to be Registered E. Consent to Service of Process (Form 6) F. Corporate Resolution Authorizing Consent to Issue Securities (Form 6A) G. Date and Place Organized 3. DESCRIPTION OF OFFERING A. Type of Securities B. Number Offered C. Offering Price and How Computed D. Aggregate Offering E. General Purpose of Offering F. Specific Use of Proceeds G. Commissions, Discounts and Expenses of Offering 4. ESCROW: MANUALLY SIGNED copy of required escrow agreement. Rev. 2/2011 1 of 4 American LegalNet, Inc. www.FormsWorkFlow.com 5. FINANCIAL STATEMENTS A. Balance Sheet Certified by Independent Public Accountant B. 90 Day Unaudited Balance Sheet prepared according to GAAP C. State of receipts and disbursement for two (2) years and interim period to date of balance sheet filed, if fiscal year end is not within 90 days of the filing date, or period of existence, if less. D. Separate and explain any extraordinary or nonrecurring fluctuation such as loan proceeds, special gifts, etc. (Show as separate item or any group of like items which represent 5% or more of total receipts or disbursements.) E. Obligation(s) on existing indebtedness must be clearly stated and explained including: i. Accounts payable as line item under liabilities. If no bills owed at balance sheet date, insert zero (0). ii. Longterm debts, including a brief summary of each with rate of interest, repayment terms, maturity date and collateral, if any. Details may be in footnote. iii. If school, insert as line item "Unearned Tuition" under liabilities showing amount of any advance tuitions unearned at balance sheet date. If none, enter zero (0). F. Identify person preparing any appraisals used therein. Note: Person MUST be Real Estate Broker or Qualified Professional Appraiser. G. Manually signed statement by two (2) or more officers that financial statements are true and correct unless prepared by public accountant who has his opinion letter attached. 6. LEGAL AND STATEMENTS PROFESSIONAL OPINIONS AND A. Legal opinion, if property is to be a lien for offering. B. Written consent by anyone whose opinion or state will be used in connection with the offering C. Manually signed copy of professional opinions of accountant, attorney, engineer, appraiser and others. 7. LEGENDS A. Rescission B. Disclaimer 8. PROSPECTUS A. Draft Copy B. Three Final Dated Copies C. Sales Literature D. Advertising Literature E. Literature for Selling Group 9. RISK FACTORS: Mention must be made of appropriate risk factors. Statements made concerning the risks or lack thereof in purchasing the securities must be made in light of the financial information concerning the Issuer. The prospectus must disclose risk factors under a separate heading. (Note: That special risk factor statement(s) may be required on front cover in unusual cases such as lack of financial stability.) The following risk factors that must be disclosed: A. The Issuer is primarily dependent upon contributions of the membership to meet the expense of operation and the payment of the principal and interest on the securities. There is no assurance the Issuer will always receive sufficient funds to meet its obligations. B. There is no established market for these bonds. The Issuer is not obligated to repurchase the securities at the request of the holder thereof. Consequently, an investor may not be able to sell any bonds purchased should they need to do so or wish to do so for emergency purposes or otherwise. C. If the securities are unsecured: Securities of this issue are not secured by any specific assets, either real or personal. D. Disclosure of other required risk factors specific to the offering. Rev. 2/2011 2 of 4 American LegalNet, Inc. www.FormsWorkFlow.com 10. SPECIMEN OF SECURITIES TO BE ISSUED 11. UNDERWRITING OR SELLING GROUP AGREEMENT 12. USE OF PROCEEDS A. Itemized statement showing use of proceeds in the proposed order of priority in which the proceeds will be used for the purposes in the event the offering is not complete. (Note: escrow requirements and fact disbursements of proceeds to be through Indenture Trustee(s).) B. Statement of how additional funds will be obtained, if needed to complete project. C. Must have escrow, when part or all of proceeds are used to retire outstanding indebtedness or used for specific purpose such as construction, purchase of land, etc., through Indenture Trustee(s). D. Statement that construction costs are estimates only which are subject to change, unless based upon firm contracts. E. Statement as to the use of any excess funds after accomplishment of state purposes. F. Insert payout or maturity schedule summarized on an annual basis. 13. EXECUTED COPY OF TRUST INDENTURE SHOWING WHERE RECORDED OF RECORD. 14. MANUALLY SIGNED WRITTEN CONSENT OF INDENTURE TRUSTEE 15. MANUALLY SIGNED WRITTEN CONSENT OF PAYING AGENT 16. IF PROPERTY TO BE LIEN FOR DEBT, EXECUTED COPY OF DEED OF TRUST SHOWING WHERE RECORDED OF RECORD. 17. BACKGROUND INFORMATION OF ISSUER (If none, so state.) A. Brief history of issuer B. Denomination or other affiliation. If affiliation exists, state whether guarantees are being made. C. Description of the general area and location of Issuer. D. Accreditation and regulation, if any. 18. TRUSTEES, DIRECTORS, OFFICERS, MANAGEMENT A. Form 81 for each trustee, director or other persons performing similar functions. B. Form 81 for each officer. C. Description of any material current or past transactions or of any material transactions proposed between the Issuer. D. A statement of all direct and indirect remuneration received by members of the Issuer in c
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