2016-26348: Exemptions To Facilitate Intrastate and Regional Securities Offerings
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We are adopting amendments to modernize Rule 147 under the Securities Act of 1933, which provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. We are also establishing a new intrastate offering exemption under the Securities Act, designated Rule 147A, which will be similar to amended Rule 147, but will have no restriction on offers and will allow issuers to be incorporated or organized outside of the state in which the intrastate offering is conducted provided certain conditions are met. The amendments to Rule 147 and new Rule 147A are designed to facilitate capital formation, including through offerings relying upon intrastate crowdfunding provisions under state securities laws, while maintaining appropriate investor protections and providing state securities regulators with the flexibility to add additional investor protections they deem appropriate for offerings within their state. We also are adopting amendments to Rule 504 of Regulation D under the Securities Act to facilitate issuers' capital raising efforts and provide additional investor protections. The amendments to Rule 504 will increase the aggregate amount of securities that may be offered and sold in any twelve-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings. In light of these amendments to Rule 504, we are also repealing Rule 505.
The agency’s own summary, as published.
What this changes
Amends 7 parts of the Code of Federal Regulations — the standing rules this notice rewrites.
- 17 CFR 200 Organization; Conduct and Ethics; and Information and Requests
- 17 CFR 230 General Rules and Regulations, Securities Act of 1933
- 17 CFR 239 Forms Prescribed Under the Securities Act of 1933
- 17 CFR 240 General Rules and Regulations, Securities Exchange Act of 1934
- 17 CFR 249 Forms, Securities Exchange Act of 1934
- 17 CFR 270 Rules and Regulations, Investment Company Act of 1940
- 17 CFR 275 Rules and Regulations, Investment Advisers Act of 1940
Rulemaking docket
We haven’t pulled this rulemaking’s full docket yet.
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