Washington State Department of Financial Institutions

Coordinated Review-SCOR-West

Coordinated Review-SCOR-West (CR-SCOR-West) is a program available to issuers seeking to sell equity securities in multiple Western states pursuant to SCOR and Regulation A (PDF) offerings. It provides a uniform state registration process designed to coordinate the blue-sky registration process in all states in the Region in which the issuer seeks to sell. In addition to creating uniformity in the review, the program is designed to expedite the registration process, saving the issuer time and money. Eleven (11) western states are currently participating in the program.

If you are considering offering in additional states, consult the central website for the CR-SCOR programs, which include CR-SCOR-Mid-Atlantic, CR-SCOR-Midwest, CR-SCOR-New England, and CR-SCOR-Southwest. If you are considering offering on a national basis, check out the Coordinated Review-Equity Program.

Participating States

States currently participating in the CR-SCOR-West program include:

Alaska Montana Utah
Arizona Nevada Washington
Colorado* New Mexico Wyoming
Idaho Oregon

* Because the state of Colorado does not review Regulation A offerings, they are participating in the program only as to SCOR offerings.

CR-SCOR-West Filing Requirements for other participating states

Eligibility for CR-SCOR-West

CR-SCOR-West is only available to SCOR and Regulation A (PDF) (Model A or Model B) offerings of common stock, preferred stock, warrants, rights and units comprised of equity securities.

Filing Requirements

With regard to SCOR offerings, many other states in the region require compliance with NASAA’s Policy Statement Regarding Small Company Offering Registrations, which requires at least reviewed and, in some cases, audited financial statements.

For offerings in excess of $1 million, Washington, and most other states in the region, require audited financial statements.

Washington’s Role as Program Administrator

Washington acts as the CR-SCOR-West Program Administrator. In addition to submitting the paperwork to each state in which it seeks to sell, the issuer shall also file Form CR-SCOR-West-1 with the State of Washington if the issuer’s principal place of business is not located in one of the participating CR-SCOR-West states. In these instances, Washington is responsible for selecting the "lead" jurisdiction from those selected by the issuer on the Form CR-SCOR-West-1. If the issuer’s principal place of business is within the one of the participating states, that state, known as the Home State, will either be the lead jurisdiction or coordinate the selection of the lead jurisdiction. If the issuer does not seek to sell its securities in Washington, the issuer submits only the Form CR-SCOR-West-1. If the issuer seeks to sell in Washington, it should also submit the appropriate registration forms, offering documents, and fees.

Selection of the Lead State

The issuer does not have the option of requesting a specific lead state. Washington, as Program Administrator, or the Home State will select the lead state based on a number of factors, including the state’s resources, experience in CR-SCOR-West applications, and a number of other considerations. While the Home State will frequently be the lead state, the factors cited above may dictate the selection of a different lead state.

Timing of the CR-SCOR-West Process

Within three business days after receipt of the issuer’s Form CR-SCOR-West-1, the Home State or Program Administrator (Washington) will designate a lead state. This state is selected from the states the issuer has chosen on the Form CR-SCOR-West-1. All participating states have ten business days to comment on the issuer’s application and forward those comments to the lead state. Within another five business days, the lead state will collect and consolidate all the comments and send one coordinated comment letter to the issuer. The lead state then works to resolve outstanding comments with the issuer or its counsel. Once the lead state clears the application, all participating states agree to clear it as well. The issuer should anticipate that the CR-SCOR-West process will take a minimum of 30 days.

The Comment Letter

The comment letter will cover disclosure issues, merit issues, and any state specific comments.

The Lead State’s Responsibilities

The lead state is responsible for the following:

The Issuer’s Responsibilities

The Issuer is responsible for the following:

Further Information

Copies of the CR-SCOR-West Application Form(CR-SCOR-West-1), NASAA Statements of Policy and other information are available via the links below or by contacting Trang Pham at trang.pham@dfi.wa.gov or 360-902-8738 and requesting a CR-SCOR-West Information Package. Questions concerning the CR-SCOR-West Program or Washington’s role as the CR-SCOR-West Program Administrator should be directed to Bill Beatty (360-902-8723 or bbeatty@dfi.wa.gov). The Division’s fax number is 360-586-5068.

Other Information

CR-SCOR-West Eligibility and Review Policy Matrix

Application for CR-SCOR-West (CR-SCOR-West-1)

CR-SCOR-West NASAA Statements of Policy:

Loans and Material Affiliated Transactions

Options and Warrants

Underwriting and Selling Expenses

Promotional Shares

Impoundment of Proceeds

Use of Proceeds

Unsound Financial Condition

Preferred Stock

Unequal Voting Rights