17 CFR 230.251 - Scope of exemption.

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§ 230.251 Scope of exemption.
A public offer or sale of securities that meets the following terms and conditions shall be exempt under section 3(b) from the registration requirements of the Securities Act of 1933 (the “Securities Act”):
(a) Issuer. The issuer of the securities:
(1) Is an entity organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia, with its principal place of business in the United States or Canada;
(2) Is not subject to section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78a et seq.) immediately before the offering;
(3) Is not a development stage company that either has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies;
(4) Is not an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.);
(5) Is not issuing fractional undivided interests in oil or gas rights as defined in § 230.300, or a similar interest in other mineral rights; and
(6) Is not disqualified because of § 230.262.
(b) Aggregate offering price. The sum of all cash and other consideration to be received for the securities (“aggregate offering price”) shall not exceed $5,000,000, including no more than $1,500,000 offered by all selling security holders, less the aggregate offering price for all securities sold within the twelve months before the start of and during the offering of securities in reliance upon Regulation A. No affiliate resales are permitted if the issuer has not had net income from continuing operations in at least one of its last two fiscal years.
Note:
Where a mixture of cash and non-cash consideration is to be received, the aggregate offering price shall be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign currency shall be translated into United States currency at a currency exchange rate in effect on or at a reasonable time prior to the date of the sale of the securities. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration must be reasonable at the time made.
(c) Integration with other offerings. Offers and sales made in reliance on this Regulation A will not be integrated with:
(1) Prior offers or sales of securities; or
(2) Subsequent offers or sales of securities that are:
(i) Registered under the Securities Act, except as provided in § 230.254(d);
(ii) Made in reliance on § 230.701;
(iii) Made pursuant to an employee benefit plan;
(iv) Made in reliance on Regulation S (§ 230.901-904); or
(v) Made more than six months after the completion of the Regulation A offering.
Note:
If the issuer offers or sells securities for which the safe harbor rules are unavailable, such offers and sales still may not be integrated with the Regulation A offering, depending on the particular facts and circumstances. See Securities Act Release No. 4552 (November 6, 1962) [27 FR 11316].
(d) Offering conditions—
(1) Offers.
(i) Except as allowed by § 230.254, no offer of securities shall be made unless a Form 1-A offering statement has been filed with the Commission.
(ii) After the Form 1-A offering statement has been filed:
(A) Oral offers may be made;
(B) Written offers under § 230.255 may be made;
(C) Printed advertisements may be published or radio or television broadcasts made, if they state from whom a Preliminary Offering Circular or Final Offering Circular may be obtained, and contain no more than the following information:
(1) The name of the issuer of the security;
(2) The title of the security, the amount being offered and the per unit offering price to the public;
(3) The general type of the issuer's business; and
(4) A brief statement as to the general character and location of its property.
(iii) After the Form 1-A offering statement has been qualified, other written offers may be made, but only if accompanied with or preceded by a Final Offering Circular.
(2) Sales.
(i) No sale of securities shall be made until:
(A) The Form 1-A offering statement has been qualified;
(B) A Preliminary Offering Circular or Final Offering Circular is furnished to the prospective purchaser at least 48 hours prior to the mailing of the confirmation of sale to that person; and
(C) A Final Offering Circular is delivered to the purchaser with the confirmation of sale, unless it has been delivered to that person at an earlier time.
(ii) Sales by a dealer (including an underwriter no longer acting in that capacity for the security involved in such transaction) that take place within 90 days after the qualification of the Regulation A offering statement may be made only if the dealer delivers a copy of the current offering circular to the purchaser before or with the confirmation of sale. The issuer or underwriter of the offering shall provide requesting dealers with reasonable quantities of the offering circular for this purpose.
(3) Continuous or delayed offerings. Continuous or delayed offerings may be made under this Regulation A if permitted by § 230.415.

Title 17 published on 2013-04-01

The following are only the Rules published in the Federal Register after the published date of Title 17.

For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.

  • 2014-02-10; vol. 79 # 27 - Monday, February 10, 2014
    1. 79 FR 7570 - Extension of Exemptions for Security-Based Swaps
      GPO FDSys XML | Text
      SECURITIES AND EXCHANGE COMMISSION
      Interim final rule; extension.
      The amendments are effective February 10, 2014. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules.
      17 CFR Parts 230, 240 and 260

This is a list of United States Code sections, Statutes at Large, Public Laws, and Presidential Documents, which provide rulemaking authority for this CFR Part.

This list is taken from the Parallel Table of Authorities and Rules provided by GPO [Government Printing Office].

It is not guaranteed to be accurate or up-to-date, though we do refresh the database weekly. More limitations on accuracy are described at the GPO site.


United States Code
U.S. Code: Title 15 - COMMERCE AND TRADE

§ 77b - Definitions; promotion of efficiency, competition, and capital formation

§ 77b note - Definitions; promotion of efficiency, competition, and capital formation

§ 77c - Classes of securities under this subchapter

§ 77d - Exempted transactions

§ 77f - Registration of securities

§ 77g - Information required in registration statement

§ 77h - Taking effect of registration statements and amendments thereto

§ 77j - Information required in prospectus

15 U.S. Code § -

§ 77r - Exemption from State regulation of securities offerings

§ 77s - Special powers of Commission

15 U.S. Code § 77z–3 - General exemptive authority

§ 77sss - Rules, regulations, and orders

§ 78c - Definitions and application

§ 78d - Securities and Exchange Commission

§ 78j - Manipulative and deceptive devices

§ 78k - Trading by members of exchanges, brokers, and dealers

15 U.S. Code § -

§ 78m - Periodical and other reports

§ 78n - Proxies

15 U.S. Code § -

§ 78p - Directors, officers, and principal stockholders

§ 78t - Liability of controlling persons and persons who aid and abet violations

§ 78w - Rules, regulations, and orders; annual reports

15 U.S. Code § -

§ 78mm - General exemptive authority

15 U.S. Code § -

15 U.S. Code § 80a–8 - Registration of investment companies

15 U.S. Code § 80a–24 - Registration of securities under Securities Act of 1933

15 U.S. Code § 80a–28 - Face-amount certificate companies

15 U.S. Code § 80a–29 - Reports and financial statements of investment companies and affiliated persons

15 U.S. Code § 80a–30 - Accounts and records

15 U.S. Code § 80a–37 - Rules, regulations, and orders

Statutes at Large

Title 17 published on 2013-04-01

The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR 230 after this date.

  • 2014-04-09; vol. 79 # 68 - Wednesday, April 9, 2014
    1. 79 FR 19564 - Investment Company Advertising: Target Date Retirement Fund Names and Marketing
      GPO FDSys XML | Text
      SECURITIES AND EXCHANGE COMMISSION
      Proposed rule; request for additional comment.
      The comment period for the proposed rule published on June 23, 2010 (75 FR 35919), is reopened. Comments should be received on or before June 9, 2014.
      17 CFR Parts 230 and 270