9.1.2.5.1. Notice Filing for Crowdfunding Offerings
Under Regulation CF, issuers are allowed to raise up to $5 million by selling their non-registered securities. Securities sold in a Regulation CF offering, which is more commonly known as a crowdfunding offering, are exempt from registration with both the SEC and the states. However, if the issuer of the securities is located in a given state or more than 50% of the issue is sold in that state, the issuer must notice file with the state securities administrator.
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SUMMARY TABLE Types of Registration |
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Type of Registration |
Description |
What type of issuer does this apply to? |
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Registration by Qualification |
• Most laborious, asks for the most information |
• Usually intrastate offerings • Can be used by any issuer |
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Registration by Coordination |
• File immediately after SEC registration • Most common form of registration for IPOs |
• Used for companies that have not issued securities before, but will be issuing them for the first time with the SEC • Issuers know that they want to sell the securities in different states • Example issuers: Over-the-counter IPOs |
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Registration by Filing |
• File with state because issuer is going to start selling securities in the state • The issuer must have already registered the securities with the SEC, but the securities are not federal covered securities |
• Used for companies whose securities are already registered with the SEC, but want to start selling in a state • Not available to federal covered securities • Example issuers: OTC securities that are re |
