Series 7: 12.7.5. Exemptions From SEC Registration For Offshore Transactions: Regulation S

12.7.5. Exemptions from SEC Registration for Offshore Transactions: Regulation S

Sometimes companies wish to issue securities outside of the U.S. with no intention of distributing their securities within the U.S. These issuers do not need to register their securities with the SEC, because they are eligible for a Regulation S exemption. Regulation S can be used by either U.S. or foreign companies to issue securities in only offshore transactions (which does not mean literally offshore but only outside the U.S.; that is, such sales may occur in Canada and Mexico). No offers of these securities can be made to people living in the United States. This is true even if the people are citizens of another country living in the U.S. The