(a)Documents to be included. The offering statement consists of the facing sheet of Form
1-A [§ 239.90 of this chapter], the
contents required by the form and any other material information necessary to make the required
statements, in the light of the circumstances under which they are made, not
(b)Paper, printing, language and pagination. The requirements for
offering statements are the same as those
specified in § 230.403 for registration statements under the Act.
(c)Confidential treatment. A request for confidential treatment
may be made under § 230.406 for information required to be filed, and § 200.83 of this chapter for information not required
to be filed.
(d)Signatures. The issuer, its Chief Executive Officer, Chief
Financial Officer, a majority of the members of its board of
directors or other governing body, and each selling security holder shall sign the offering statement. If a signature is by a person on behalf of any other person, evidence of authority to sign shall be filed,
except where an executive officer signs for the issuer. If the issuer is Canadian, its authorized representative in the United States shall sign. If the issuer is a limited partnership, a majority of the board
of directors of any corporate general partner also shall sign.
(e)Number of copies and where to file. Seven copies of the
offering statement, at least one of which is
manually signed, shall be filed with the Commission's main office in Washington, DC.
(g)Qualification. (1) If there is no delaying notation as
permitted by paragraph (g)(2) of this section or suspension proceeding under
§ 230.258, an offering statement is qualified without Commission action on the 20th calendar day after its
(2) An offering statement containing the following notation can
be qualified only by order of the Commission, unless such notation is removed prior to
Commission action as described in paragraph
(g)(3) of this section:
This offering statement shall only be qualified upon order of
the Commission, unless a subsequent amendment is
filed indicating the intention to become qualified by operation of the terms
of Regulation A.
(3) The delaying notation specified in paragraph (g)(2) of this section can
be removed only by an amendment to the offering statement that contains the following language:
This offering statement shall become qualified on the 20th
calendar day following the filing of this amendment.
(h)Amendments. (1) If any information in the offering statement is amended, an amendment,
signed in the same manner as the initial filing, shall be filed. Seven
copies of every amendment shall be filed with the Commission's main office in Washington, D.C. Subsequent
amendments to an offering shall recommence the time period
(2) An amendment to include a delaying notation pursuant to paragraph (g)(2)
or to remove one pursuant to paragraph (g)(3) of this section after the
initial filing of an offering statement may be made by telegram,
letter or facsimile transmission. Each such telegraphic amendment shall be
confirmed in writing within a reasonable time by filing a signed copy. Such
confirmation shall not be deemed an amendment.