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SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 200, 230, 232, 239, 240, 249, and 260
[Release Nos. 33-9741; 34-74578; 39-2501; File No. S7-11-13] RIN 3235-AL39
Amendments for Small and Additional Issues Exemptions under the Securities Act (Regulation A)
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
SUMMARY: We are adopting amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. The final rules include issuer eligibility requirements, content and filing requirements for offering statements, and ongoing reporting requirements for issuers in Regulation A offerings.
DATES: The final rules and form amendments are effective on June 19, 2015.
FOR FURTHER INFORMATION CONTACT: Zachary O. Fallon, Special Counsel; Office of Small Business Policy, Division of Corporation Finance, at (202) 551-3460; or Shehzad K. Niazi, Special Counsel; Office of Rulemaking, Division of Corporation Finance, at (202) 551-3430, U.S. Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-3628.
SUPPLEMENTARY INFORMATION: We are amending Rules 251 through 2631 of Regulation A under the Securities Act of 1933 (the “Securities Act”).2
We are revising Form 1-A,3 rescinding Form 2-A,4 and adopting four new forms, Form 1-K (annual report), Form 1-SA (semiannual report), Form 1-U (current report), and Form 1-Z (exit report).
Further, we are revising Rule 4a-15 under the Trust Indenture Act of 1939 (the “Trust Indenture Act”)6 to increase the dollar ceiling of the exemption from the requirement to issue securities pursuant to an indenture. We are also amending Rule 12g5-17 of the Securities Exchange Act of 1934 (the “Exchange Act”)8 to permit issuers to rely on a conditional exemption from mandatory registration of a class of securities under Section 12(g) of the Exchange Act, Rule 15c2-119 of the Exchange Act to permit
an issuer’s ongoing reports filed under Regulation A to satisfy a broker-dealer’s obligations to review and maintain certain information about an issuer’s quoted securities, and Rule 30-110 of the Commission’s organizational rules and provisions for delegated authority to permit the Division of Corporation Finance to issue notices of qualification and deny Form 1-Z filings. In addition, we are adopting a technical
1 17 CFR 230.251 through 230.263.
2 15 U.S.C. 77a et seq.
3 17 CFR 239.90.
4 17 CFR 239.91.
5 17 CFR 260.4a-1.
6 15 U.S.C. 77aaa et seq.
7 17 CFR 240.12g5-1.
8 15 U.S.C. 78a et seq.
9 17 CFR 240.15c2-11.
10 17 CFR 200.30-1.
amendment to Exchange Act Rule 15c2-11 to update the outdated reference to “Schedule H of the By-Laws of the National Association of Securities Dealers, Inc.,” which is now known as the “Financial Industry Regulatory Authority, Inc.” and to reflect the correct rule reference.
As a result of the revisions to Regulation A, we are adopting conforming and technical amendments to Securities Act Rules 157(a),11 505(b)(2)(iii),12 and Form 8-A. Additionally, we are revising Item 101(a)13 of Regulation S-T14 to reflect the mandatory electronic filing of all issuer initial filing and ongoing reporting requirements under Regulation A. We are also revising Item 101(c)(6)15 of Regulation S-T to remove the reference to paper filings in a Regulation A offering, and removing and reserving
Item 101(b)(8)16 of Regulation S-T dealing with the optional electronic filing of Form F-X by Canadian issuers.
11 17 CFR 230.157(a).
12 17 CFR 230.505(b)(2)(iii).
13 17 CFR 232.101(a).
14 17 CFR 232.10 et seq.
15 17 CFR 232.101(c)(6).
16 17 CFR 232.101(b)(8).