10.7. 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 satisfy at least one of the following requirements: • 80% of gross revenues come from within the state • 80% of business assets are located in-state • 80% of the proceeds are used in-state • Majority of employees must live 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 busin |