Section 13.305 - Denial, Suspension and Revocation of Registration(A) A registration statement in compliance with all applicable provisions of the statements of policy of the North American Securities Administrators Association listed below, in effect at the time of application, shall be deemed to be in compliance with M.G.L. c. 110A, § 305(a)(2)(E) and (F); provided, however, that any provisions of the registration statement covering aspects of the offering not covered by such statements still must comply with such Sections. Nothing contained herein shall preclude establishing compliance with M.G.L. c. 110A, § 305(a)(2)(E) and (F) in those instances where the registration statement does not comply with the applicable statement of policy. (1) Affiliated Transactions(2) Commodity Pool Programs(3) Corporate Securities Definitions(7) Impoundment of Proceeds(11) Options and Warrants(13) Promoters' Equity Investment(15) Real Estate Investment Trusts(16) Real Estate Programs(17) Selling Expenses and Selling Security Holders(18) Use of Rankings or Ratings of Direct Participation Programs(19) Use of Electronic Offering Documents and Electronic Signatures(B) When a registration statement pertains to an entity not covered by any of the policy statements listed in 950 CMR 13.305(A), the Division will be guided by the principles underlying such policy statements in determining compliance with M.G.L. c. 110A, § 305(a)(2)(E) and (F).(C)Roll-up Transactions. A registration statement for a Direct Participation Investment Program may be deemed to be in compliance with the requirements of M.G.L. c. 110A, § 305(a)(2)(E) and M.G.L. c. 110A, § 305(a)(2)(F) with regard to roll-up transactions if it satisfies either 950 CMR 13.305(C)(1) or 950 CMR 13.305(C)(2): (1) The program's limited partnership agreement, by-laws, or other program agreement includes the dissenters' rights provisions required by the applicable statement of policy of the North American Securities Administrators Association.(2) The roll-up is approved by 80% in interest of the Direct Participation Investment Program's participants. Direct Participation Investment Programs electing the option provided in 950 CMR 13.305(C)(2) must comply with all other pertinent parts of the applicable statements of policy of the North American Securities Administrators Association in order to meet the requirements of 950 CMR 13.305(A).
(3) Definitions. Direct Participation Investment Program. A program which provides for flow-through tax consequences regardless of the structure of the legal entity or vehicle for distribution including, but not limited to, oil and gas programs, real estate investment programs, real estate investment trusts, equipment leasing programs, cattle programs, condominium securities, and all other programs of a similar nature, regardless of the industry represented by the program, or any combination thereof. Excluded from Direct Participation Investment Program is any company registered pursuant to the Investment Company Act of 1940.
Other Definitions. All other terms used in 950 CMR 13.305(C) shall have the meanings indicated in the applicable statements of policy of the North American Securities Administrators Association.
Amended by Mass Register Issue 1387, eff. 3/22/2019.