Series 82: 1.1.10 Summary Of Registration Exemptions

Taken from our Series 82 Top-off Online Guide

SUMMARY TABLE

Summary of Registration Exemptions

Dollar Limit

Type of Offering

Issuer Requirements

Investor Requirements

Reg A

Tier 1—$20 million

Tier 2—$75 million

Public offering

U.S. or Canadian companies that are not registered with the SEC (non-reporting companies)

Has a legitimate business plan

No bad actors involved

Unlimited number of investors

All investors are eligible

Rule 504

$10 million

Private placement

Non-reporting company

U.S. or foreign company

No bad actors involved

Unlimited number of investors

All investors are eligible

Rule 506(b)

Unlimited

Private placement

U.S. or foreign company

SEC registered or private companies

No bad actors involved

Each non-accredited investor must be sophisticated

No more than 35 non-accr


Reg A	Tier 1—$20 million Tier 2—$75 million	Public offering	U.S. or Canadian companies that are not registered with the SEC (non-reporting companies) Has a legitimate business plan No bad actors involved	Unlimited number of investors All investors are eligible
Rule 504	$10 million	Private placement	Non-reporting company U.S. or foreign company No bad actors involved	Unlimited number of investors All investors are eligible
Rule 506(b)	Unlimited	Private placement	U.S. or foreign company SEC registered or private companies No bad actors involved	Each non-accredited investor must be sophisticated No more than 35 non-accr

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	Dollar Limit	Type of Offering	Issuer Requirements	Investor Requirements
Reg A	Tier 1—$20 million Tier 2—$75 million	Public offering	U.S. or Canadian companies that are not registered with the SEC (non-reporting companies) Has a legitimate business plan No bad actors involved	Unlimited number of investors All investors are eligible
Rule 504	$10 million	Private placement	Non-reporting company U.S. or foreign company No bad actors involved	Unlimited number of investors All investors are eligible
Rule 506(b)	Unlimited	Private placement	U.S. or foreign company SEC registered or private companies No bad actors involved	Each non-accredited investor must be sophisticated No more than 35 non-accr