Series 79: Issuer Requirements

Issuer Requirements

To qualify for the Regulation A exemption, the issuer must be a non-reporting entity organized in the United States or Canada and must have a legitimate business plan. The exemption is not available to entities that are subject to reporting to the SEC—because of a prior registered offering, for example—nor is it available to development-stage companies with no specific business plan or purpose, to companies whose business plan is to merge with an unidentified company, to investment companies, or to issuers who are issuing fractional interests in mineral, oil, or gas rights.

Finally, the exemption is not available to issuers who