FREQUENTLY ASKED QUESTIONS FOR DATABASE SEARCHWHY DO I HAVE TO SELECT
THE TYPE OF FILE I WANT TO SEARCH (INVESTMENT COMPANIES V. OTHER
SECURITIES, FRANCHISE AND BUSINESS OPPORTUNITY
The Securities Division's database is a DOS
based system which became operational in July 1985. Due to the increasing
volume of investment company (commonly known as mutual fund) filings over
the years, when enhancements were made to the system in the early 1990's
it was decided to split off these filings into a separate database. As a
result, you must select the database that you wish to
WHAT FILE NAMING CONVENTIONS DOES THE DIVISION
Knowing how the Division enters a file name can
definitely speed up your search. Certain file naming conventions have been
applied to investment company offerings, and to other offerings as
If "The" is the first word in the firm or applicant
name, it is not entered.
Words are not abbreviated unless done so
by the issuer, with the exceptions of "Incorporated" to "Inc" and
"Corporation" to "Corp".
Investment company file names are
separated into their major parts by hyphens: (fund - portfolio - class). A
blank space is left on each side of the hyphen. Unit Investment Trusts may
have four or more major parts.
All punctuation is removed except
for the hyphens the Division inserts for investment company names
(ampersands that are part of an acronym may be left in,
If a DBA name is involved, the actual name will
be listed first, followed by "DBA" and then the other name will be
Caveat: these conventions were not developed until later
years so you may need to search under several different spellings or names
if you think something was filed with the Division and you are not finding
it.WHAT DO THE LETTER PREFIXES TO THE FILE NUMBERS
"C" files--These securities registrations are filed
with the Division and also filed by coordination with the federal
Securities and Exchange Commission ("SEC"). These include "notice" filings
by investment companies, as well as traditional equity and debt offerings
(also included are Regulation A offerings, which technically are filed
pursuant to an exemption, not a registration, at the federal level). These
registrations are filed in Washington pursuant to RCW
"Q" files-These securities registrations are called
"qualification" filings. For various reasons these files are exempt from
having to file with the SEC- for example, they may be offered for sale
only in Washington, or may be municipal or church bond offerings. These
registrations are filed in Washington pursuant to RCW
"U" files-These are SCOR ("Small Company Offering
Registration") offerings filed on the "fill-in-the-blanks" U-7 form (the
SCOR form). Technically these are qualification offerings filed pursuant
to RCW 21.20.210, but the Division chose, when SCOR offerings were first
authorized in Washington, to establish a separate category for them. On
the federal level, these offerings are allowed under Regulation D Rule
504, or Rule 147 for intrastate offerings.
"LOE" files-These are
securities filings which were the precursor to SCOR. These are exempt
offerings under WAC 460-46A, but utilize a "fill-in-the-blanks" disclosure
document similar to a SCOR filing. Very few of these have been filed in
"E" files-These are offerings that are exempt from
registration both with the State of Washington and the SEC, but which
still have to make a filing with the Division. The bulk of these offerings
are under Regulation D Rules 504, 505, or 506, but we also have some
filings pursuant to the accredited investor exemption of WAC 460-44A-300,
the cooperative association exemption contained in RCW 21.20.320(16), and
the nonprofit organization exemption contained in RCW
"O" files-These are generally either employee
benefit plans required to file pursuant to RCW 21.20.310(10) or are
requests for interpretive opinions.
"F" files-These are franchise
offerings registering pursuant to RCW 19.100.020 of the Franchise
Investment Protection Act.
"G" files-These are franchises which are
filing pursuant to an exemption contained in RCW
"BO"-files-These are business opportunity offerings
registering pursuant to RCW 19.110.050 of the Business Opportunity Fraud
Act.WHAT IS THE DIFFERENCE BETWEEN A REGISTRATION AND AN
If an offering is required to be
registered, then as part of the registration process the applicant must
file a disclosure document that will ultimately be given to potential
investors to provide information on which to base their investment
decision. This disclosure document is reviewed by the Division for
compliance with applicable statutes and rules. In most instances,
registered offerings can then be advertised and offered to the general
On the other hand, exempt offerings which require a filing
with the Division are not reviewed by Division staff, and these cannot be
advertised and offered to the general public. There may be restrictions
placed on the number of investors or on the type of person who can invest
(e.g., high net worth individuals, members of church or fraternal
groups).WHAT DO THE DIFFERENT FIELDS
Issuer Name: The name of the security, franchise or
business opportunity for which the filing is made.
File Number: A
number assigned by the Securities Division.
this is the type of security being offered, such as common stock or bonds.
There may be further information, for example SB-1, SB-2, or Reg A, which
denotes the particular form that the offering was filed on with the SEC.
In the case of E files, the description identifies what type of exemption
it is, not the type of security.
Status: Where the file is in the
"Under Review" means the Division staff member
to whom the file has been assigned has not made a decision on the file
"In Process" is a term used primarily for investment company
notification filings, which indicates that the Division has received an
initial application, renewal or amendment, but has not completed
"Cleared Pending SEC" means that the Division has
reviewed the offering and has cleared it for sale to Washington residents,
but not until the SEC has authorized the sale of the offering
"Cleared for Sale" means the Division has authorized
the offering for sale to Washington residents during the specified time
period from the original or current effective date to the expiration
"Expired" means the offering has been terminated. Termination
could be for several reasons: the issuer sold out or otherwise halted its
offering and notified the Division the offering was no longer being sold,
or the offering reached its expiration date and was not renewed. If there
is no effective or expiration date shown, then the file could have been
terminated because the issuer abandoned the offering.
generally means that the offering was filed but the issuer chose to
withdraw the offering prior to its being cleared for sale by the
"Denied" means that the Division denied the offering,
which would occur because the offering did not meet regulatory
"Consent to Service Filed" means that certain issuers
do not have to file their offering in Washington, but are still required
by statute to file a consent to service of process in Washington, and at
one time the Division set these consents up as files in the
"Information Provided" is used for O files where someone
has requested information or guidance from the Division, and the Division
"Stop Order Issued" means the Division has issued an
order to stop the sale of an offering.
"Cease and Desist Order
Issued" means the Division has issued an order to stop the sale of or
otherwise impose conditions on an offering.
"Entered in Error" is
for records set up in error which have not yet been purged from the
"Suspended or Revoked" means that the Division has issued
an order suspending or revoking the offering.
Status Change Date:
The date of the last change in the status of a file.
The date that the offering was filed with the Division.
Analyst: The Division staff person to whom the file was assigned for
review. In the case of notification filings and certain E and O files that
are not reviewed, this is just a contact person in case there are any
questions regarding the file.
Date Originally Effective: This is
the first date for which the offering was cleared for sale in
Date Current Effective: If an offering has been amended
(usually to increase the dollar amount of securities authorized to be sold
in Washington) or renewed, then this is the date the amendment or renewal
Expiration Date: This is the last date for which the
offering is cleared for sale in Washington.
This is the dollar amount of securities cleared for sale in
Washington.HOW LONG ARE FILINGS GOOD
Filings for C, Q, U, F, G and BO files are good for
one calendar year after the Securities Division declares them effective.
Issuers/offerors can renew on an annual basis. LOE filings are good for
only one year and cannot be renewed.
E and O files do not expire
except for offerings by nonprofit organizations filing pursuant to RCW
21.20.310(11), which are limited to a two year offering period by WAC
460-52A-060.HOW IS THE REGISTERED AMOUNT OR NOTIFICATION
The registered amount or notification
amount depends on the amount of fee paid. For all securities registrations
or notifications, the first $100 of fee paid (the minimum amount)
registers $100,000 worth of securities for sale in Washington. For open
end investment company (mutual fund and unit investment trust) offerings,
Q files, and U files, each additional $50 of fee paid registers an
additional $100,000 of securities for sale, and the unsold portion of the
amount registered can be renewed for one additional year by paying a $50
renewal fee. For closed end investment companies, and other non-investment
company C files, each $25 of fee paid registers an additional $100,000 of
securities for sale, and the unsold portion of the amount registered can
be renewed for a year by paying a $100 renewal fee. LOE filings have no
fee, so the registered amount is whatever maximum offering amount (limited
by rule to a maximum of $500,000) is listed by the issuer.
other file types listed above do not register an amount for
WHO DO I CONTACT IF I HAVE
Questions regarding investment company
offerings should be e-mailed to the investment company coordinator
If the question is about a specific file, please include the file number
in the subject line of your message.
If you have questions
regarding other offerings, please send an e-mail message to the registrations and exemptions
. If the question is about a specific file, please include
the file number and the name of the assigned analyst in the subject line
of your message.
If you have recommendations for additional
Frequently Asked Questions, or questions or comments about this website in
general, please send an e-mail to the webmaster
I WORK FOR
AN INVESTMENT COMPANY. HOW DO I KNOW IF MY LATEST FILING HAS BEEN
Follow the file naming conventions described
above and do a search based on the file name. If that doesn't work, you
can type in the first word or first couple of words of the file name and
page through all the offerings until you find the right one. If you still
can't find your file, send an e-mail to the investment company
I JUST CAN'T FIND THE FILING I'M LOOKING
FOR. WHAT DO I DO NOW?
Many offerings do not require that
any filing be made with the Division-they qualify for so-called
self-executing exemptions. For example, offerings listed or approved for
listing on the New York Stock Exchange, the American Stock Exchange, and
NASDAQ NMS are not required to file with the Division.
If you think
a filing was made and you would like further research done, you can send
an e-mail to the investment
if it was an investment company filing, or to the
registrations and exemptions
if it was any other type of offering.
FIND OUT WHETHER MY STOCKBROKER IS REGISTERED TO DO BUSINESS IN THE STATE
Licensing information for securities
broker-dealers and their registered representatives (also known as
stockbrokers), and investment advisers and their representatives, is not
currently available on the search site. This is because we are in the
process of developing a new database to hold this information. Once that
project is completed, we hope to make licensing information available
In the meantime, you can review information on securities
broker-dealers who are members of the National Association of Securities
Dealers (most are members) and their registered representatives by
searching the NASD's database at www.nasdr.com/2000.htm