Exempt Security Offerings
Can My Company Legally Offer And Sell Securities Without Registering With 05The SEC?
Every offer and sale of securities must either be registered under the Securities Act of 1933 or rely on an available exemption from registration, most of which are listed below. In addition, this provides a high-level summary of these exemptions.
Regulation D –Rule 506(b), Rule 506(c) and Rule 504
Regulation Crowdfunding – Offerings of up to $5 million
enables certain companies to offer and sell securities on an internet based platform through an intermediary that is a registered broker-dealer or registered funding portal.
Regulation A – Offerings of up to $75 million
is an exemption from registration for public offerings, although offerings made pursuant to this exemption share many characteristics with registered offerings.
Intrastate offerings – Limited to state where issuer has its principal place of Business and is considered to be “doing business”
, a “safe harbor” under Section 3(a)(11), and the intrastate offering exemption under permit companies to raise money from investors within their state without concurrently registering the offers and sales at the federal level.
Employee benefit plans – Rule 701
exempts certain sales of securities made to compensate employees, consultants and advisors in a non-capital raising transaction and is not available to Exchange Act reporting companies.
