Series 79: 10.7. Summary: Registration Exemptions For New Offerings

Taken from our Series 79 Online Guide

10.7. Summary: Registration Exemptions for New Offerings


Dollar Limit

Issuer Requirements

Investor Requirements

Required Disclosures

Resales

SEC Filing

Advertising

Intrastate Offerings: Rule 147A

None

Principal place of doing business must be in the state

Must meet at least one of the following:

80% of revenues must come from within the state

80% of business assets must come from within the state

80% of proceeds must be used in-state

Resident of the state

Investors must be told that there are limitations on resales

Can only be sold to other in-state residents for six months after purchase

None specifically associated with the rule

Can advertise on social media or unrestricted website

Small Public Offerings: Reg A, Tier 1

$20 million

U.S. or Canadian company

Has a legitimate business plan

No bad actors

Unlimited number of investors

All investors are eligible

Must deliver a preliminary offering circular to prospective purchasers at least 48 hours in advance of sale

Allowed anytime

Offering statement on Form 1-A

Can solicit investor interest before filing an offering statement (testing the waters)

Small Public Offerings: Reg A, Tier 2

$75 million

U.S. or Canadian company

Has a legitimate business plan

No bad actors

Unlimit

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