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The NY M 11 form, issued by the New York State Department of Law, serves a crucial role in the realm of investment protection. It is primarily designed for issuers looking to offer various types of securities, such as stocks, bonds, and partnership interests. The form requires detailed information about the issuer, including their name, principal office address, and contact details. It also prompts issuers to describe their business operations and the specifics of the securities being offered. Notably, there are restrictions for issuers involved in real estate or mortgage financing, who must follow additional guidelines. The NY M 11 form also gathers information about the offering's financial aspects, including total amounts and anticipated expenses, ensuring transparency in the investment process. Furthermore, it addresses the backgrounds of key individuals associated with the issuer, asking about any past legal issues or disciplinary actions that could impact their credibility. By providing a comprehensive overview of the issuer and the offering, this form helps protect investors and maintain the integrity of the financial market in New York.
Similar forms
- Form U4: This form is used to register individuals as securities representatives. Like the NY M 11, it requires detailed information about the registrant's employment history, personal information, and any legal issues that may affect their ability to work in the securities industry.
- Form D: This is a notice of exempt offering of securities. Similar to the NY M 11, it provides essential details about the offering, including the issuer's name, address, and the type of securities being offered.
- Form ADV: This form is used by investment advisers to register with the SEC and state regulators. Both forms require disclosures about the issuer's business, financial condition, and any disciplinary history that could affect investor decisions.
- Form S-1: This is a registration statement for new securities. Like the NY M 11, it includes information about the issuer, the type of securities offered, and the intended use of proceeds from the offering.
- Form 10-K: This annual report is filed by publicly traded companies. It provides a comprehensive overview of the company's financial performance, similar to how the NY M 11 outlines the issuer's business and financial details related to the offering.
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NEW YORK STATE DEPARTMENT OF LAW INVESTMENT PROTECTION BUREAU 120 Broadway, 23rd Floor
New York, NY
www.ag.ny.GOV
ISSUER STATEMENT
(Section
NY FORM
File Number
(Found on fee receipt for original filing)
Issuer Name______________________________________________________________________________________________________
Principal Office Address ____________________________________________________________________________________________
____________________________________________________________________________________________
CityStateZip Code
Telephone Number ________________________________________________________________________________________________
Note: This form should not to be used by issuers engaged in any aspect of real estate or mortgage financing unless they also obtain a letter upon written application pursuant to General Business Law Section
1. Issuer is ___ an existing or ___a proposed
corporation; general partnership; limited partnership;
other (specify)_____________________ organized under the laws of ____________________ on _______________________.
2.The business of the issuer is (describe briefly): __________________________________________________________________
_________________________________________________________________________________________________________
3.Issuer proposes to offer:
stock;
bonds;
notes;
partnership interests;
other (specify)
_________________________________________________________________________________________________________
4.The securities will be sold: by the partner(s), officer(s), director(s) or principal(s) of the issuer; issuer.
The securities will be sold on a best efforts basis? G
Yes G
No. If no, please explain.
by salespeople employed by
5.Total amount of offering $ __________________; offering literature attached;
if not available, attach a letter of explanation.
Total anticipated offering expenses $ _________________ consisting of: Selling: $ ______________________;
Other: $ ______________________.
6.State use of the net proceeds to be obtained: _____________________________________________________________________
_________________________________________________________________________________________________________
Please indicate where the fee receipt should be sent: [ ] Attorney [ ] Issuer
__________________________________________________
Attorney or Issuer Name
__________________________________________________
Street Address
__________________________________________________
City |
State |
Zip |
Filing Fee for Issuer Statement as follows: |
|
|
If total amount of offering is $500,000 or less |
Fee is $ |
300 |
If total amount of offering is more than $500,000... |
Fee is $ |
1,200 |
Make check payable to the NYS Department of Law.
Payment by Attorney's check, company check, certified check, bank check or money order. Personal checks not accepted.
Send remittance to: Investment Protection Bureau NYS Department of Law
120Broadway, 23rd Floor New York, New York 10271
IPS
7.Any secondary offering of securities by selling holders of the issuer, please check box G. Indicate the details of the secondary offering below for each seller.
Name of SellerAddressAnticipated Dollar Amount Offered
__________________________________________________________________________________________________________
__________________________________________________________________________________________________________
8. Has registrant, any officer, director or principal or partner ever...
A. been suspended or expelled from membership in any securities or commodities |
|
exchange, association of securities or commodities dealers or investment advisers? |
Yes [ ] No [ ] |
B.had a license or registration as a dealer, broker, investment adviser or sales person, futures commission merchant, associated person, commodity pool operator, or
commodity trading advisor denied, suspended or revoked? |
Yes [ ] No [ ] |
C.been enjoined or restrained by any court or government agency from:
|
1. |
the issuance, sale or offer for sale of securities or commodities? |
Yes [ |
] |
No [ |
] |
|
2. |
rendering securities or commodities advice? |
Yes [ |
] |
No [ |
] |
|
3. |
handling or managing trading accounts? |
Yes [ |
] |
No [ |
] |
|
4. |
continuing any practices in connection with securities or commodities? |
Yes [ |
] |
No [ |
] |
D. |
been convicted of any crime (other than minor traffic)? |
Yes [ |
] |
No [ |
] |
|
E. |
used or been known by any other name? |
Yes [ |
] |
No [ |
] |
|
F.been the subject of any professional disciplinary proceeding, hearing, settled
complaints or arbitrations in excess of $10,000? |
Yes [ ] No [ ] |
G.been adjudged a bankrupt or made a general assignment for the benefit of creditors; or been
an officer, director or principal of any entity which was reorganized in bankruptcy, |
|
adjudged a bankrupt or made a general assignment for the benefit of creditors? |
Yes [ ] No [ ] |
H.had an offering of securities within the last the three years or been an officer, director, partner of any entity which had an offering of securities within the
last three years |
Yes [ ] No [ ] |
I. If the answer to any of the above is "YES", attach a statement of full particulars.
9.Are there any outstanding judgments (not including judgments involving domestic
relations) against the issuer or any officer, director, principal or partner thereof? |
Yes [ ] No [ ] |
If yes, attach a statement of full particulars. |
|
10.List names or CRD Numbers of all employees (excluding officers and directors) of Issuer who are selling in New York State. A Form U4 must be submitted for each salesperson listed.
Name of EmployeeCRD Number
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
11.Limited Partnerships are required to submit a list of all limited partners as soon as the offering is completed. This may be done in letter form.
12.If the Issuer is a limited partnership list all of the general partners.
_________________________________________________________________________________________________________
_________________________________________________________________________________________________________
IPS
13.For each officer, director, principal, partner or managing member, please provide the information requested. In the case of a corporate general partner information must be provided for all officers. Do not refer to a prospectus or offering literature. SEC biographies can be substituted for employment history only. If additional space is necessary, please attach additional pages. Social security numbers and residential information are strictly confidential.
a. |
Name: ________________________________________________ |
Title: ________________________________________ |
|
Address: _____________________________________________________________________________________________ |
|
|
Prior home addresses for the past 5 years:____________________________________________________________________ |
|
|
_____________________________________________________________________________________________________ |
|
|
_____________________________________________________________________________________________________ |
|
|
Telephone: ____________________________________________ |
Social Security #: ______________________________ |
|
Date of Birth: __________________________________________ |
Place of Birth:_________________________________ |
List employment and business affiliation record for the past five years. (Indicate periods of
From
Mo./ Yr.
To Mo./ Yr.
Employer or Business Affiliation
NameAddress
Position Held and Type of Business
b. |
Name: ________________________________________________ |
Title: _______________________________________ |
|
Address: _____________________________________________________________________________________________ |
|
|
Prior home addresses for the past 5 years:____________________________________________________________________ |
|
|
_____________________________________________________________________________________________________ |
|
|
_____________________________________________________________________________________________________ |
|
|
Telephone: ____________________________________________ |
Social Security #: ______________________________ |
|
Date of Birth: __________________________________________ |
Place of Birth:_________________________________ |
List complete employment and business affiliation record for the past five years. (Indicate periods of
From
Mo./ Yr.
To Mo./ Yr.
Employer or Business Affiliation
NameAddress
Position Held and Type of Business
IPS
13. Continued
c. Name: ________________________________________________ Title: ________________________________________
Address: _____________________________________________________________________________________________
Prior home addresses for the past 5 years:____________________________________________________________________
_____________________________________________________________________________________________________
_____________________________________________________________________________________________________
Telephone: ____________________________________________ |
Social Security #: ______________________________ |
Date of Birth: __________________________________________ |
Place of Birth:_________________________________ |
List complete employment and business affiliation record for the past five years. (Indicate periods of
From
Mo./ Yr.
To Mo./ Yr.
Employer or Business Affiliation
NameAddress
Position Held and Type of Business
The use of Power of Attorney is not acceptable. If all signatures are not available at time of filing, you must submit the proper total fee and all information required by item 13. One original signature is required at the time of filing. Note in your letter that counterpart forms with missing signatures will be submitted within 30 days of filing.
Limited Partnerships, Limited Liability Corporations and Limited Liability Partnerships must supply one signature for each general partner or managing member. One signature by an officer of a corporate general partner or managing member is sufficient, however, all selling officers must sign.
All officers, directors, partners, controlling principals, or managing members of the registrant listed in Item 13, provide an original signature below. All statements contained herein are true and correct and each individual understands that any false statement shall constitute a violation of Art.
Name and Title (please type or print) |
Signature |
Date |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
________________________________________________ |
______________________________________ |
____________________ |
To complete this filing a State Notice and Further State Notice must be filed with the Department of State in Albany. In the case of a
IPS
Common mistakes
Filling out the NY M-11 form can be a straightforward process, but many people make common mistakes that can lead to delays or complications. One frequent error is failing to provide complete information in the designated fields. For instance, when entering the Issuer Name or Principal Office Address, individuals often leave out essential details, such as the full street address or the zip code. This oversight can result in the form being returned for correction, wasting valuable time and resources.
Another common mistake involves the selection of the issuer type. Applicants sometimes either check multiple boxes or neglect to specify their business structure entirely. The form requires clarity on whether the issuer is a corporation, partnership, or another entity. Inaccurate selections can lead to confusion regarding regulatory obligations and may complicate the review process.
In addition, individuals often overlook the importance of the offering amount and associated fees. The NY M-11 form clearly outlines the fees based on the total offering amount. Some applicants mistakenly calculate their offering amount or fail to include the correct fee, which can delay processing. It is crucial to double-check these figures to ensure compliance with the fee structure outlined in the form.
Lastly, many people fail to attach necessary documentation or explanations when required. For example, if offering literature is not available, the form instructs applicants to include a letter of explanation. Neglecting this step can lead to incomplete submissions. Ensuring that all required attachments are included with the form can help streamline the review process and prevent unnecessary delays.
More About Ny M 11
-
What is the purpose of the NY M 11 form?
The NY M 11 form is used by issuers to provide information about their securities offerings to the New York State Department of Law. This form is essential for compliance with Section 359-e of the General Business Law. It ensures that the issuer discloses pertinent details regarding their business structure, the type of securities being offered, and the intended use of the proceeds from the offering.
-
Who should use the NY M 11 form?
This form is designed for corporations, partnerships, and other business entities that are looking to offer securities in New York. However, it should not be used by issuers involved in real estate or mortgage financing unless they obtain a specific letter as required under General Business Law Section 352-e or 352-g. Theatrical syndications must also comply with Article 23 of the Arts and Cultural Affairs Law.
-
What information is required on the NY M 11 form?
Issuers must provide comprehensive information including:
- The issuer's name and principal office address.
- A description of the business.
- The type of securities being offered (e.g., stock, bonds).
- The total amount of the offering and anticipated expenses.
- Details regarding any secondary offerings and the background of key individuals involved.
-
What are the filing fees associated with the NY M 11 form?
The filing fee varies based on the total amount of the offering. If the offering is $500,000 or less, the fee is $300. For offerings exceeding $500,000, the fee is $1,200. Payments must be made via attorney's check, company check, certified check, bank check, or money order; personal checks are not accepted.
-
What happens if there are changes to the information provided?
Any changes or amendments to the information on the NY M 11 form must be submitted within 30 days using NY Form M-3, along with a $30 fee. This ensures that the Department of Law has the most current and accurate information regarding the issuer and their offerings.
Misconceptions
- Misconception 1: The NY M 11 form can be used for any type of securities offering.
- Misconception 2: Only large corporations need to file the NY M 11 form.
- Misconception 3: The filing fee is the same for all offerings.
- Misconception 4: You can submit the NY M 11 form without any supporting documentation.
- Misconception 5: All signatures are optional on the NY M 11 form.
- Misconception 6: The NY M 11 form is a one-time requirement and does not need updates.
This is not true. The NY M 11 form is specifically designed for certain types of offerings and should not be used by issuers involved in real estate or mortgage financing without prior approval. It's essential to understand the limitations of this form to avoid complications.
In reality, both existing and proposed entities, regardless of size, must file this form if they are offering securities. Small businesses and startups should also pay attention to this requirement.
This is misleading. The fee for filing the NY M 11 form varies based on the total amount of the offering. For offerings of $500,000 or less, the fee is $300, while offerings exceeding that amount incur a fee of $1,200.
This is incorrect. The form requires accompanying documents, such as offering literature or a letter of explanation if the literature is unavailable. Failing to provide the necessary documents can delay the filing process.
This is not accurate. An original signature is required for the filing. If all signatures are not available at the time of submission, a letter must indicate that they will be submitted within 30 days. This ensures accountability and compliance.
This is a common misunderstanding. Any changes or amendments to the information provided in the NY M 11 form must be submitted within 30 days using NY Form M-3, along with the appropriate fee. Keeping information current is crucial for compliance.
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Key takeaways
Filling out the NY M 11 form is a critical step for issuers looking to offer securities in New York. Here are key takeaways to keep in mind:
- Identify the Issuer: Clearly state whether the issuer is an existing or proposed corporation, partnership, or other entity.
- Business Description: Provide a brief description of the issuer's business. This section sets the context for potential investors.
- Type of Securities: Specify the type of securities being offered, such as stocks, bonds, or partnership interests. Clarity here is essential.
- Sales Method: Indicate how the securities will be sold. Specify if sales will be made by officers or through salespeople employed by the issuer.
- Offering Amount: State the total amount of the offering and attach any relevant literature. If literature is unavailable, include an explanation letter.
- Use of Proceeds: Clearly outline how the net proceeds will be utilized. This transparency can build trust with investors.
- Judgment Disclosure: Be prepared to disclose any outstanding judgments against the issuer or its officers. This information is crucial for regulatory compliance.
- Signature Requirement: Ensure that all required signatures are obtained. An original signature is necessary at the time of filing, and power of attorney is not acceptable.
Following these guidelines will help ensure a smoother filing process and compliance with New York State regulations.
Ny M 11: Usage Guide
Filling out the NY M 11 form is a crucial step for issuers looking to comply with state regulations. After completing the form, it will need to be submitted to the New York State Department of Law, along with the appropriate filing fee. Ensure that all sections are accurately filled out to avoid delays in processing.
- Begin by entering the File Number, which can be found on the fee receipt from your original filing.
- Provide the Issuer Name and the Principal Office Address, including city, state, and zip code.
- Fill in the Telephone Number of the issuer.
- Indicate whether the issuer is an existing or proposed corporation, general partnership, limited partnership, or other. Specify the type of organization and the state under which it is organized, along with the date of organization.
- Briefly describe the business of the issuer.
- State what the issuer proposes to offer, such as stock, bonds, notes, or partnership interests.
- Specify how the securities will be sold, indicating whether it will be by partners, officers, directors, or the issuer itself. Confirm if sales will be on a best efforts basis.
- Enter the total amount of the offering and any attached offering literature. If literature is unavailable, attach a letter of explanation. Also, provide the total anticipated offering expenses.
- Describe the use of net proceeds to be obtained from the offering.
- Indicate where the fee receipt should be sent, either to an attorney or the issuer. Provide the name and address accordingly.
- Calculate the filing fee based on the total amount of the offering and make the payment as specified.
- If applicable, check the box for any secondary offering of securities and provide details for each seller.
- Answer the questions regarding any past suspensions, licenses, enforcements, convictions, or bankruptcies related to the issuer or its officers.
- State whether there are any outstanding judgments against the issuer or any of its officers.
- List the names and CRD numbers of all employees selling in New York State.
- If the issuer is a limited partnership, list all general partners.
- For each officer, director, principal, partner, or managing member, provide their name, title, address, prior addresses, telephone number, social security number, date and place of birth, and a detailed employment history for the past five years.
- Ensure that all required signatures are obtained. One original signature is necessary at the time of filing.
- Finally, submit the form along with a State Notice and Further State Notice to the Department of State in Albany. If the issuer is non-resident, include a Consent to Service of Process or U2.