Iowa Code r. 191-50.91 - Notice filing requirement for federal crowdfunding offerings
This rule applies to offerings made under 17 CFR Section 227, federal Regulation Crowdfunding, General Rules and Regulations, and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933 (referred to collectively as "federal Regulation Crowdfunding").
(1)
Initial filing.
a. An issuer that offers and sells securities
in this state in an offering that is exempt under federal Regulation
Crowdfunding and that either (1) has its principal place of business in this
state or (2) sells 50 percent or greater of the aggregate amount of the
offering to residents of this state shall file with the administrator the
following related to that exempt offering:
(1)
A completed Uniform Notice of Federal Crowdfunding Offering form (Form U-CF,
accessible through www.nasaa.org/industry-resources/uniform-forms/)
or copies of all documents the issuer filed with the Securities and Exchange
Commission related to that exempt offering;
(2) If the issuer is not filing on the
Uniform Notice of Federal Crowdfunding Offering form, a completed consent to
service of process form (Form U2, accessible through
www.nasaa.org/industry-resources/uniform-forms/);
and
(3) A filing fee of
$100.
b. If the issuer
has its principal place of business in this state, the filing required under
paragraph 50.91(1)"a" shall be filed with the administrator
when the issuer makes its Initial Form C filing with the SEC under the federal
Regulation Crowdfunding concerning the offering with the SEC. If the issuer
does not have its principal place of business in this state but residents of
this state have purchased 50 percent or greater of the aggregate amount of the
offering, the filing required under paragraph 50.91(1)"a"
shall be filed when the issuer becomes aware that such purchases have met this
threshold and in no event later than 30 days from the date of completion of the
offering.
c. The initial notice
filing is effective for 12 months from the date of the filing with the
administrator.
(2)
Renewal. For each additional 12-month period in which the same
offering described in paragraph 50.91(1)"a" is continued, an
issuer conducting an offering under federal Regulation Crowdfunding may renew
its notice filing by filing with the administrator the following on or before
the expiration of the notice filing:
a. A
completed Uniform Notice of Federal Crowdfunding Offering form (Form U-CF,
accessible through www.nasaa.org/industry-resources/uniform-forms/),
marked "renewal," or a cover letter or other document requesting renewal;
and
b. A renewal filing fee of
$100.
This rule is intended to implement Iowa Code section 502.202.
Notes
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