Series 65: 9.1.2.5.1 Notice Filing For Crowdfunding Offerings

Taken from our Series 65 Online Guide

9.1.2.5.1  Notice Filing for Crowdfunding Offerings

Under Regulation CF, issuers are allowed to raise up to $5 million by selling their non-registered securities. Securities sold in a Regulation CF offering, which is more commonly known as a crowdfunding offering, are exempt from registration with both the SEC and the states. However, if the issuer of the securities is located in a given state or more than 50% of the issue is sold in that state, the issuer must notice file with the state securities administrator.

SUMMARY TABLE

Types of Registration

Type of Registration

Description

What type of issuer does this apply to?

Registration by Qualification

Most laborious, asks for the most information

Usually intrastate offerings

Can be used by any issuer

Registration by Coordination

File immediately after SEC registration

Most common form of registration for IPOs

Used for companies that have not issued securities before, but will be issuing them for the first time with the SEC

Issuers know that they want to sell the securities in different states

Example issuers: Over-the-counter IPOs

Registration by Filing

File with state because issuer is going to start selling securities in the state

The issuer must have already registered the securities with the SEC, but the securities are not federal covered securities

Used for companies whose securities are already registered

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