N.D. Cent. Code § 10-04-08.4

10-04-08.4. Federal covered security

A federal covered security may be offered and sold in this state without registration, subject

to the following:

1. Any federal covered security that is subject to section 18(b)(2) of the Securities Act of

1933, as amended, may be offered and sold upon the electronic filing of:

a. A copy of the issuer's registration statement or a notice of intent for an indefinite

or definite dollar amount for each security or class of security on a form

prescribed by the commissioner.

b. A unit investment trust may file an initial notice filing for a definite dollar amount or

an indefinite dollar amount. At the time of the initial notice filing for a definite dollar

amount, the issuer shall pay a filing fee of one-tenth of one percent of the first

seven hundred fifty thousand dollars and one-twentieth of one percent of any

amount in excess of seven hundred fifty thousand dollars of the aggregate

offering price of each security or class of security. In no event, however, may such

filing fee be less than one hundred twenty-five dollars for each security or class of

security.

c. An investment company or unit investment trust may file an initial notice filing for

an indefinite dollar amount and pay a filing fee of four hundred dollars for each

security or class of security.

d. A notice filing for a definite dollar amount may be increased before the expiration

date on the certificate of effectiveness at the same reduced fee, which must be

calculated as provided in subdivision b as a separate fee for each additional

amount.

e. A notice filing for a definite dollar amount may be renewed for additional periods

of one year by filing, at least fifteen days prior to its expiration, a renewal and

sales report notice with a fee of one hundred dollars to renew the unsold balance.

f. A notice filing for an indefinite dollar amount may be renewed by filing, within sixty

days following the issuer's fiscal year, a renewal and sales report notice with a

fee of one hundred twenty-five dollars.

g. A notice filing may be terminated by the issuer upon providing the commissioner

a notice of such termination.

h. The provision for each security or class of security in this subsection is effective

when the federal registration statement becomes effective with the securities and

exchange commission or the date the notice of intent is received by the

commissioner, whichever is later. A filing notice for a definite dollar amount is

effective for a period of eighteen months from the date of effectiveness.

i. A copy of any document filed with the securities and exchange commission as the

commissioner may require.

2. a. Any federal covered security that is subject to section 18(b)(4)(D) of the

Securities Act of 1933, as amended, may be offered and sold under the following

conditions:

(1) A notice of intent is filed electronically on SEC form D with a consent to

service of process and a nonrefundable filing fee of one hundred dollars

within fifteen calendar days after the first sale in this state.

(2) A copy of any document filed with the securities and exchange commission

is provided, as the commissioner may require.

(3) The notice filing is effective for a period of one year from the date the filing is

received by the commissioner.

(4) The filing fee shall be two hundred fifty dollars in the event the filing is not

made within the time period specified in subdivision a.
this state.

(2) A copy of any document filed with the securities and exchange commission

is provided, as the commissioner may require.

(3) The notice filing is effective for a period of one year from the date the filing is

received by the commissioner.

(4) The filing fee shall be two hundred fifty dollars in the event the filing is not

made within the time period specified in subdivision a.

(5) An issuer conducting an offering under this subsection may renew the

offering for an additional period of twelve months by electronically filing SEC

form D marked "renewal" and payment of the renewal filing fee of one

hundred dollars. The renewal filing fee is two hundred fifty dollars if the filing

is made after the expiration date of the current notice filing.

b. No security may be offered or sold under this subsection, except through or by a

broker-dealer and agent registered in accordance with section 10-04-10, unless it

is offered and sold through an officer, director, governor, or partner of the issuer

and no commission or other remuneration is paid, either directly or indirectly.

3. The commissioner, by rule or otherwise, may require the filing of a notice or any

document filed with the securities and exchange commission under the Securities Act

of 1933 with respect to a federal covered security under section 18(b)(3) or 18(b)(4) of

the Securities Act of 1933, together with a filing fee.

4. a. The following provisions apply to offerings made under tier 2 of federal

Regulation A and section 18(b)(3) of the Securities Act of 1933 [15 U.S.C. 77r(b)

(3)]:

(1) (a) An issuer planning to offer and sell securities in this state in an offering

exempt under tier 2 of federal Regulation A shall submit electronically

the following at least twenty-one calendar days before the initial sale

in this state:

[1] A completed uniform notice filing of regulation A - tier 2 offering

form;

[2] A copy of any document filed with the securities and exchange

commission, as the commissioner may require; and

[3] A filing fee of five hundred dollars.

(b) The initial notice filing is effective for twelve months from the date of

the filing with this state.

(2) An issuer may increase the amount of securities offered in this state by

submitting electronically a uniform notice filing of regulation A - tier 2 offering

form marked "amendment".

(3) An issuer conducting an offering under this subsection may renew the

offering for an additional period of twelve months by electronically filing a

uniform notice filing of regulation A - tier 2 offering form marked "renewal"

and payment of the renewal filing fee of one hundred dollars.

b. A security may not be offered or sold under this subsection, except through or by

a broker-dealer and agent registered in accordance with section 10-04-10, unless

the security is offered and sold through an officer, director, governor, or partner of

the issuer and no commission or other remuneration is paid, either directly or

indirectly.

5. The following provisions apply to offerings made under federal Regulation

Crowdfunding [17 CFR 227] and sections 4(a)(6) and 18(b)(4)(C) of the Securities Act

of 1933 [15 U.S.C. 77d(a)(b) and 15 U.S.C. 77r(b)(4)(C)]:

a. (1) An issuer that offers and sells securities in this state in an offering exempt

under federal Regulation Crowdfunding [17 CFR 227], and that either has

the issuer's principal place of business in this state or sells fifty percent or

greater of the aggregate amount of the offering to residents of this state,

shall file electronically the following with the commissioner:

(a) A completed uniform notice of federal crowdfunding offering form;

(b) A copy of any document filed with the securities and exchange

commission, as the commissioner may require; and
r's principal place of business in this state or sells fifty percent or

greater of the aggregate amount of the offering to residents of this state,

shall file electronically the following with the commissioner:

(a) A completed uniform notice of federal crowdfunding offering form;

(b) A copy of any document filed with the securities and exchange

commission, as the commissioner may require; and

(c) A filing fee of one hundred fifty dollars.

(2) If the issuer has the issuer's principal place of business in this state, the

filing required under this subsection must be filed with the commissioner

when the issuer makes its initial form C filing concerning the offering with the

securities and exchange commission. If the issuer does not have the

issuer's principal place of business in this state but residents of this state

have purchased fifty percent or greater of the aggregate amount of the

offering, the filing required under this subsection must be filed when the

issuer becomes aware that such purchases have met this threshold and in

no event later than thirty days from the date of completion of the offering.

The initial notice filing is effective for twelve months from the date of the

filing with this state.

b. An issuer conducting an offering under this subsection may renew the offering for

an additional period of twelve months by electronically filing the uniform notice of

federal crowdfunding offering form marked "renewal" and payment of the renewal

filing fee of one hundred dollars.

6. The commissioner may issue a stop order suspending the offer and sale of a federal

covered security, except a federal covered security under section 18(b)(1) of the

Securities Act of 1933, as amended, if it is found to be in the public interest or there is

a failure to comply with any of the provisions stated in this section.