S.D. Admin. R. 20:08:07:41 - Notice Filing Requirement for Federal Crowdfunding Offerings

The following provisions apply to offerings made under federal Regulation Crowdfunding ( 17 CFR § 227 ) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933:

(1) Initial filing. An issuer that offers and sells securities in an offering exempt under federal Regulation Crowdfunding and that either (1) has its principal place of business in this state or (2) sells 50% or greater of the aggregate amount of the offering to residents of this state, shall file the following with the Division of Insurance:

(a) A completed Uniform Notice of Federal Crowdfunding Offering form or copies of all documents filed with the Securities and Exchange Commission;

(b) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and

(c) The filing fee prescribed by SDCL 47-31B-302(e).

(2) If the issuer has its principal place of business in this state, the filing required under paragraph (a) shall be filed with the Division of Insurance when the issuer makes its initial Form C filing concerning the offering with the Securities and Exchange Commission. If the issuer does not have its principal place of business in this state but residents of this state have purchased 50% or greater of the aggregate amount of the offering, the filing required under paragraph (a) shall be filed when the issuer becomes aware that such purchases have met this threshold and in no event later than thirty days from the date of completion of the offering.

(3) The initial notice filing is effective for twelve months from the date of the filing with the Division of Insurance.

(4) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding must renew its notice filing by filing the following on or before the expiration of the notice filing:

(a) A completed Uniform Notice of Federal Crowdfunding Offering form marked "renewal"; and

(b) A cover letter requesting renewal; and

(c) The renewal fee prescribed by SDCL 47-31B-302(e).

Notes

S.D. Admin. R. 20:08:07:41

44 SDR 99, effective 12/11/2017

General Authority: SDCL 47-31B-302, 47-31B-605.

Law Implemented: SDCL 47-31B-103, SDCL 47-31B-302.