Form 203-P "Application Under Section 203(P) of the Pennsylvania Securities Act of 1972 - Debt Securities of Nonprofits" - Pennsylvania

What Is Form 203-P?

This is a legal form that was released by the Pennsylvania Department of Banking and Securities - a government authority operating within Pennsylvania. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on June 17, 2021;
  • The latest edition provided by the Pennsylvania Department of Banking and Securities;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form 203-P by clicking the link below or browse more documents and templates provided by the Pennsylvania Department of Banking and Securities.

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Download Form 203-P "Application Under Section 203(P) of the Pennsylvania Securities Act of 1972 - Debt Securities of Nonprofits" - Pennsylvania

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FORM 203-P
REVISED: 06/17/2021
Page | i
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF BANKING AND SECURITIES
Corporation Finance Office
Market Square Plaza | 17 N Second Street, Suite 1300 | Harrisburg, PA 17101
717.787.8059 | F 717.787.5122 |
www.dobs.pa.gov
NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972
WHO MUST FILE: Issuers offering or selling securities in this Commonwealth in reliance upon
Section 203(p) of the Pennsylvania Securities Act of 1972 (“Act”).
WHERE TO FILE: At the Department’s Harrisburg office not later than five business days
before the issuer received from any person an executed subscription agreement or other contract
to purchase the securities being offered or the issuer received consideration from any person
therefore, whichever is earlier. NOTE: Under Regulation 603.011, a document is not deemed
filed with the Department upon receipt unless such is complete and properly executed in all
material respects. Furthermore, under Regulation 604.011, a facsimile transmission of any
document to the Department does not constitute a filing with the Department.
GENERAL INSTRUCTIONS
1. One manually signed copy and one photocopy of the Form and two copies of all
attachments must be filed with the Pennsylvania Department of Banking and Securities. If
mailed, it is advisable to send registered or certified mail, postage prepaid, return receipt
requested. If filing electronically, paper copies are not required to be submitted to the
Department.
2. Typewrite or print all answers in the space provided. Answer each item completely. An
answer of “not applicable” is inappropriate. If the space is insufficient, attach a schedule
to the Form and make reference to each item included in the schedule.
3. The Form filed with the Department must be manually signed for paper submissions.
Electronic submissions must be digitally signed in Adobe using Certified Signatures. If
the issuer is a corporation, it should be signed in the name of the corporation by an
executive officer duly authorized; if a partnership, it should be signed in the name of the
partnership by the general or managing partner; if a limited liability company, it should be
signed by the manager; and if an unincorporated association or other organization, not a
partnership, this form should be signed in the name of such organization by a person
responsible for the direction or management of its affairs.
FORM 203-P
REVISED: 06/17/2021
Page | i
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF BANKING AND SECURITIES
Corporation Finance Office
Market Square Plaza | 17 N Second Street, Suite 1300 | Harrisburg, PA 17101
717.787.8059 | F 717.787.5122 |
www.dobs.pa.gov
NOTICE UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972
WHO MUST FILE: Issuers offering or selling securities in this Commonwealth in reliance upon
Section 203(p) of the Pennsylvania Securities Act of 1972 (“Act”).
WHERE TO FILE: At the Department’s Harrisburg office not later than five business days
before the issuer received from any person an executed subscription agreement or other contract
to purchase the securities being offered or the issuer received consideration from any person
therefore, whichever is earlier. NOTE: Under Regulation 603.011, a document is not deemed
filed with the Department upon receipt unless such is complete and properly executed in all
material respects. Furthermore, under Regulation 604.011, a facsimile transmission of any
document to the Department does not constitute a filing with the Department.
GENERAL INSTRUCTIONS
1. One manually signed copy and one photocopy of the Form and two copies of all
attachments must be filed with the Pennsylvania Department of Banking and Securities. If
mailed, it is advisable to send registered or certified mail, postage prepaid, return receipt
requested. If filing electronically, paper copies are not required to be submitted to the
Department.
2. Typewrite or print all answers in the space provided. Answer each item completely. An
answer of “not applicable” is inappropriate. If the space is insufficient, attach a schedule
to the Form and make reference to each item included in the schedule.
3. The Form filed with the Department must be manually signed for paper submissions.
Electronic submissions must be digitally signed in Adobe using Certified Signatures. If
the issuer is a corporation, it should be signed in the name of the corporation by an
executive officer duly authorized; if a partnership, it should be signed in the name of the
partnership by the general or managing partner; if a limited liability company, it should be
signed by the manager; and if an unincorporated association or other organization, not a
partnership, this form should be signed in the name of such organization by a person
responsible for the direction or management of its affairs.
FORM 203-P
REVISED: 06/17/2021
Page | ii
4. In the event that, at any time from the date of filing of the Form with the Department until
the conclusion of the offering, any material statement made in the Form or in any
attachment thereto becomes incorrect or inaccurate in any material respect, the issuer shall
file an amendment with the Department in accordance with Regulation 609.011 (relating
to amendments to filings with the Department) within 5 business days of the occurrence of
the event which required the filing of the amendment.
5. In lieu of answering any specific question in the Form, the issuer may incorporate by
reference information contained in any document attached thereto or previously filed with
the Department. Any reference should be to the page and paragraph number or other
specified portion of the document where the information is located.
6. All purchasers must be informed of the two-business day right of withdrawal contained in
Section 207(m)(2) of the Act and disclosure of such a notice should appear prominently by
underlining or capitalization in materials to be given to investors. Model language
satisfying the notice requirement in Section 207(m)(2) is reproduced below:
Regulation 207.130(f): “If you have accepted an offer to purchase these securities and
have received a written notice explaining your right to withdraw your acceptance pursuant
to section 207(m)(2) of the Pennsylvania Securities Act of 1972, you may elect, within two
business days from the date of receipt by the issuer of your binding contract of purchase
or, in the case of a transaction in which there is no binding contract of purchase, within two
business days after you make the initial payment for the securities being offered, to
withdraw your acceptance and receive a full refund of all moneys paid by you. Your
withdrawal of acceptance will be without any further liability to any person. To accomplish
this withdrawal, you need only send a written notice (including a notice by facsimile or
electronic mail) to the issuer (or placement agent if one is listed on the front page of the
offering memorandum) indicating your intention to withdraw.”
7. Attach copies of any offering circular, prospectus, memorandum, subscription agreement
or other document or brochure which has been or is proposed to be used in connection with
the offering of the securities which are the subject of this filing.
8. The issuer will be required to maintain the books and records required by Section 209 and
the regulations thereunder and, if applicable, will be required to make the reports required
by Sections 209 and 606(a) and the regulations adopted thereunder.
FORM 203-P
REVISED: 06/17/2021
Page | iii
9. The appropriate filing fee required in Section 602(b.1)(x) of the Act must accompany the
filing of this Form and is a condition of the availability of the exemption (see 70 P.S. § 1-
203(p)). Checks are to be payable to the “Commonwealth of Pennsylvania.” There is no
provision for a refund of a filing fee (see 70 P.S. § 1—602(b.2)).
Filing fee for Section 203(p):
$100
10. Please remove this instruction sheet before filing this Form.
EACH PERSON COMPLETING THIS FORM OR PROVIDING INFORMATION
TO BE INCLUDED IN THIS FORM SHOULD BE FAMILIAR WITH THE
PENALTIES CONTAINED IN THE ACT, AND ALL REGULATION ADOPTED
THEREUNDER, FOR MAKING FALSE OR INCOMPLETE STATEMENTS IN
CONNECTION WITH THE SALE OF A SECURITY OR IN ANY FILING WITH
THE DEPARTMENT.
FORM 203-P
REVISED: 06/17/2021
Page | 1
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF BANKING AND SECURITIES
APPLICATION UNDER SECTION 203(p) OF THE
PENNSYLVANIA SECURITIES ACT OF 1972 (“Act”)
1. Exact Name of Issuer: __________________________________________________________
2. Addresses
A. Address of Principal Office of Issuer:
__________________________________________________________________________
Number and Street
__________________________________________________________________________
City
State
Zip Code
Telephone No.
B. Address of Issuer’s primary place of business in Pennsylvania (if other than listed in (A)):
__________________________________________________________________________
Number and Street
__________________________________________________________________________
City
State
Zip Code
Telephone No.
C. Name and address of person to whom correspondence regarding this filing should be sent:
__________________________________________________________________________
Name
Title
E-mail Address
__________________________________________________________________________
Number and Street
__________________________________________________________________________
City
State
Zip Code
Telephone No.
D. Name and address of counsel to Issuer (if other than listed in (C)):
__________________________________________________________________________
Name
Title
E-mail Address
__________________________________________________________________________
Number and Street
__________________________________________________________________________
City
State
Zip Code
Telephone No.
FORM 203-P
REVISED: 06/17/2021
Page | 2
E. Name and address of accountants of Issuer:
__________________________________________________________________________
Name
Number and Street
__________________________________________________________________________
City
State
Zip Code
Telephone No.
4. (A) Legal Form of Issuer (Corporation, Partnership, etc.):
(B)
State and Date of Incorporation/Formation:
(C)
Name of any Predecessor of Issuer:
(D)
Describe briefly the purpose for which Issuer was formed and nature of its activities.
5. (A) Describe type and amount of securities proposed to be sold, price per unit, and
anticipated total net proceeds to the Issuer. List separately the amounts proposed to be
paid for the costs of the offering and any underwriting fee or sales commissions.
Identify all persons who will receive any such fee or commission and the basis on
which it will be paid. Identify also any person who will receive any monies for
assistance rendered in developing the offering plan and the amount of compensation
paid, or to be paid, to each such person.
(B)
Describe any subordination, sinking fund, call and all other material provisions of the
securities being offered and any assets in which a mortgage or security interest is
being created for the benefit of the securityholders.
(C)
Attach a copy of the security being sold.
(D)
Attach a copy of an appraisal or other document indicating the fair market value of the
collateral.
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