Registration of securities in Indiana is necessary for the protection of Indiana investors. Proper registration of securities offerings allows investors to have access to any and all information necessary to make informed investment decisions. The registration of securities offerings is also necessary to prevent deceit, misrepresentations, and other fraud in the sale of securities. Indiana provides access to multiple avenues for capital formation. Under Ind. Code § 23-19-3-4, registration by qualification is available for securities offerings that are exempt from federal registration with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, but not exempt from registration in Indiana.

Securities offerings that are filed as a registration by qualification are subject to a merit review by the Indiana Secretary of State, Securities Division (“Division”) under the Indiana Uniform Securities Act, the Indiana Administrative Code, and the applicable North American Securities Administrators Association (“NASAA”) statements of policy. The Division will conduct a merit review of the securities offering for compliance with Indiana law and NASAA Statements of Policy and render a comment letter with any relevant questions or concerns the Division has regarding the securities offering. Once all of the questions or concerns related to the securities offering have been resolved, the securities offering will be effective for a period of one (1) year.

There is no renewal process for issuers choosing to register securities through registration by qualification. In order to continue selling in Indiana, issuers must refile according to the initial filing requirements. This is commonly referred to as an annual registration. Failure to submit an annual registration prior to the expiration of the previous filing may result in an enforcement action if any offer or sales occur during the unregistered period. The offer and sale of securities is a complex venture. In order to ensure compliance with Indiana and federal law, please consult legal counsel.

• The initial registration is completed on the Indiana Securities Portal.
• The initial registration fee for an issuer is five hundred dollars ($500).
• The issuer must submit the following documents through the Indiana Securities Portal:
  • Uniform Application to Register Securities [Form U-1];
  • Uniform Consent to Service of Process [Form U-2];
  • Uniform Corporate Resolution [Form U-2A];
  • Prospectus that adheres to 710 IAC 4-4-2;
  • Audited financial statements;
  • Subscription agreements;
  • Opinion of Counsel;
  • Issuer’s Bylaws;
  • Issuer’s Articles of Incorporation;
  • Underwriting Agreement;
  • NASAA Cross-Reference Sheet (if applicable);
  • Advertising Materials (If applicable); and
  • Any additional materials that will be transmitted to potential investors.

• The annual registration is completed on the Indiana Securities Portal.
• The annual registration fee for an issuer is five hundred dollars ($500).
• The issuer must submit the following documents through the Indiana Securities Portal:
  • Uniform Application to Register Securities [Form U-1];
  • Uniform Consent to Service of Process [Form U-2];
  • Uniform Corporate Resolution [Form U-2A];
  • Prospectus that adheres to 710 IAC 4-4-2;
  • Audited financial statements;
  • Subscription agreements;
  • Opinion of Counsel;
  • Issuer’s Bylaws;
  • Issuer’s Articles of Incorporation;
  • Underwriting Agreement;
  • NASAA Cross-Reference Sheet (if applicable);
  • Advertising Materials (If applicable); and
  • Any additional materials that will be transmitted to potential investors.

• The issuer of the securities offering must submit the following documents related to the offering through the Indiana Securities Portal:
  • Registration by Qualification Quarterly Report [State Form 11442] within forty-five (45) days of the end of each calendar quarter as long as an offering is effective;
  • Annual Report [State Form 37149] within ninety (90) days after the close of the issuer’s fiscal year;
  • Any and all amendments to the prospectus;
  • Advertising materials;
  • Supplements to any portion of the offering; and
  • At the expiration of an issuer’s offering, an Affidavit of Termination [Form SD-76] within thirty (30) days of the termination of the offering.

Indiana Code [23-19]
Indiana Administrative Code [710 IAC 4]
Adoption of Official Comments Under the Indiana Uniform Securities Act [10-0294 AO - September 17, 2010]
Securities Offered on the Internet, But Not Sold in Indiana [95-0115 AO - November 15, 1995]
Registrations by Qualification [95-0034 AO - June 15, 1995]
Statement of Policy regarding merit review of securities offerings. [April 23, 1996]
Compliance Alert: Risk Disclosures Related to the COVID-19 Pandemic [April 1, 2021]
Compliance Alert: Indiana Securities Division Response to the COVID-19 Outbreak [March 24, 2020]

Annual Report [State Form 37149]
Applicant's Affidavit of Termination of Offering and Distribution of Securities Registered in Indiana [Form SD-76]
NASAA - North American Securities Administrators Association
NASAA Statement of Policy - Church Bonds
NASAA Statement of Policy - Church Extension Fund Securities
NASAA Statements of Policy - Home
Registration by Qualification Quarterly Report [State Form 11442]
Uniform Application to Register Securities [Form U-1]
Uniform Consent to Service of Process [Form U-2]
Uniform Corporate Resolution [Form U-2A]

Registration Staff
[email protected]
317-232-6681