state!ofthe!states! report:!! crowdfunding! content...markperlmutter,reportdirector * * * * *...

STATE OF THE STATES

REPORT:

CROWDFUNDING

Report Director Mark Perlmutter

Published by WebSummits, LLC Interactive Map Of State Laws

http://www.StateCrowdFundingLaws.com

Mark Perlmutter, Report Director page 2 of 37 Published By WebSummits, LLC [email protected] v 3.19 Copyright © 2014 – CONFIENTIAL DO NOT DISTRIBUTE

Interactive map of State Laws http://www.statecrowdfundinglaws.com

STATE OF THE STATES REPORT: CROWDFUNDING

Table of Contents

Use of This Report 3

Forewords 4

Introduction To Report 6

Summary of State Actions 7

California's Proposed CrowdFunding Provision

Wording To Amend California Corporations Code Section 25102(n) 9

California Form: Notice of Transaction Corporations Section 25102(n) 13

State Actions Charts

Enacted State Regulations Permitting CrowdFunding -‐-‐ Highlights 16

Pending State Regulations Which Would Allow CrowdFunding -‐-‐ Highlights 19

Copies of State Regulations and Forms

Invest Georgia Exemption and Form GA-‐1 21

Invest Kansas Exemption, Special Order re Ike, Form IKE 25

Excerpt: Title page of Michigan Public Act 264 31

Wisconsin Statute 551.203; Wisconsin Administrative Code 2.028 32

Title page of Arkansas Act 460 amending AR Code sec. 23-‐42-‐509(c)-‐(g) 34

Excerpt From Minnesota Statutes 2012, Section 80A.61 35

Idaho Statutes 30-‐14-‐203 37




Use of this Report

Copyright

© 2014 CrowdFunding World Summit/ WebSummits, LLC

San Francisco, CA 94901

www.CrowdFundingWorldSummit.com

www.StateCrowdFundingLaws.com

www.WebSummits.com

[email protected]

All rights reserved

Disclaimer

CrowdFunding World Summit/ WebSummits, LLC cannot guarantee the accuracy of the data included in this work. The information shown on any map or in this work do not imply on the part of the authors any judgment of the legal status

of any law.

Rights and Permissions

The material in this publication is copyrighted. Copying and/or transmitting portions or all of this work without permission may be a violation of applicable law. CrowdFunding World Summit/ WebSummits, LLC encourages

dissemination of its work and will normally grant permission to reproduce portions of the work promptly.

To cite this publication:

State of the States Report: CrowdFunding 2014, contact the Report Director at the below address.

***




Forewords

Foreword by -‐ Richard Swart, PhD

With the world wide growth in crowdfunding, the US faces three significant challenges. First, to pass a series of laws at the State and Federal level to allow Small Businesses to affordably use crowdfunding. Given the growth of equity crowdfunding in Western Europe and the UK, sometimes based on a cooperative finance model, it is likely that many of the States wise enough to empower their business owners through state crowdfunding will see economic expansion in those states. Second, crowdfunding -‐ in all forms is based on community. Platforms and funding options need to emerge that take into account the very localized and community driven nature of crowdfund investing. State crowdfunding platforms are one example of this. Third, there is a lack of reliable data and reports in the industry, and I applaud Mark and his team at WebSummits for helping contribute to the evolution of our industry through high quality reporting and white papers.

***

Foreword by -‐ Doug Ellenoff, Ellenoff Grossman & Schole, LLP

What WebSummits appreciates as is evidenced in this intra-‐state CrowdFunding survey and Report is that differing governing bodies-‐ state, Federal and in fact Countries, are in hand-‐to -‐hand combat competing for the mindshare of entrepreneurs who are seeking to establish their new endeavors in locations hospitable and conducive to new business enterprises-‐ the results clearly demonstrates where to consider going.

***



Foreword by -‐ David Drake, The Soho Loft

The US will surpass European equity CrowdFunding very quickly with many states taking the initiative to pass their own laws. This Report shows you how quickly state governments can put an investment CrowdFunding regulation in place, when it is motivated to create jobs and restart its own economy. The foundation of our North American economy is truly based on small businesses, and it is undisputable that states who help small companies, will have an economic recovery before ones that do not. This trend reflects public demand for a solution that the federal JOBS Act has yet to provide. The SEC's rules make CrowdFunding on a national platform too expensive for most companies, but individual state laws are simpler and more cost effective to use. State regulators seem friendlier to regulations born at home, so state CrowdFunding may be the preferred solution for small businesses. This Report is a must read for anybody raising capital in the US.

***




Introduction to Report

Purpose This Report and future Reports are intended to be used by small businesses for planning financings and by the general public to safely understand how to participate in investment based CrowdFunding.

Scope This Report describes the status of investment CrowdFunding regulation in the 50 states and the District

of Columbia. It currently consists of data acquired from a telephone survey, follow up calls and online research. We contacted each of the state securities departments or divisions and asked them if there was any existing state law or rule that regulated CrowdFunding. If the answer was yes, we asked for

specific information about the existing law. If the answer was no, we asked if they were aware of any proposals or discussions at the administrative or legislative level to enact or amend a statute or regulation applicable to CrowdFunding. We discovered that some states had enacted new legislation

while others amended existing legislation or administrative regulations. The majority of states, however, were waiting to see what rules the Securities & Exchange Commission will issue regarding CrowdFunding. Those rules are expected to be made final by mid-‐2014.

We were able to get a response from 46 states and the District of Columbia. We are still pursuing a response from the remaining four states.

About The Publisher The publisher of the Report is WebSummits LLC, producer of the annual CrowdFunding World Summit, a

free online virtual conference with 75 global leaders in investment CrowdFunding. WebSummits develops crowd building tools for small businesses to assemble a crowd of fans on their site before launching a funding campaign.

Next Steps Our team monitors state activity and updates this Report as laws evolve. The latest version of this

Report is maintained on a free website for anyone to search up-‐to-‐date information on each state. A Global Report on countries will be added during 2014. A repository of related articles by experts is also planned for 2014.

We will (1) revisit each state securities department to get written confirmation of what is being done;

(2) follow up in states where the law permits CrowdFunding to gather information on the number of companies and type of projects using this financing method; (3) after the SEC issues its rules, follow up with those states who were waiting for SEC actions and ask what they plan to do; and (4) interview state

legislators and regulators who are involved in proposed or enacted CrowdFunding regulation.




Summary of State Actions The scope of activity among the 50 states with respect to regulating CrowdFunding spans the gamut from enacting legislation and regulations that apply to the regulation of CrowdFunding, all the way to taking no action. In between, some states are amending existing regulations to cover CrowdFunding,

proposing action at the legislative level, instituting rule changes at the administrative level and actively considering what they might do after the SEC rules are clearly understood. Specifically, the responses we received from state offices that regulate securities indicate the following:

1. Four states have amended or passed new regulations to cover CrowdFunding.

Georgia: The State Securities Division promulgated new rules known as the Invest Georgia

Exemption (“IGE”).

Kansas: Office of the Securities Commissioner adopted new rules known as the Invest Kansas Exemption (“IKE”).

Michigan: The legislature passed and the Governor signed Public Act 264 allowing intra-‐state CrowdFunding.

Wisconsin: There is an existing exemption (approximately 20 years old) that can be used to

regulate CrowdFunding.

2. Two states have amended their state blue sky laws to bring them into line with

sections of the federal JOBS Act.

AR passed an amendment to AR Code 23-‐42

MN amended MN Statutes 80A.61—Section 406

3. One state decides the issue on a case-‐by-‐case basis and has authorized some

offerings.

Idaho (for example, Treasure Valley Angel Fund LLC)

4. Six states have pending legislation.

Alabama State Senator Arthur Orr introduced a CrowdFunding bill at the request of the state Securities Division.

Florida State Representative Bryan Nelson (R-‐31) and State Senator Jeff Clemens (D-‐27) are

the sponsors of HB 1299 and SB 1596.



Maine has a bill (LD 1512) pending before the legislature to be taken up in 2014.

New Jersey Senate introduced a bill.

North Carolina’s Assembly has passed HB 680 permitting CrowdFunding by a vote of 103-‐1. The bill is currently in committee in the Senate and expected to pass in May 2014.

Pennsylvania has a bill (SB1045) that has been introduced to make a variety of changes to the state blue sky laws—including adding exemptions pertaining to funding portals. The bill

is expected to be amended following promulgation of the SEC rules. To date, no action has

5. Two states are developing proposals.

South Carolina CrowdFunding advocates will propose legislation.

Texas House Speaker Joe Strauss called on the House Committee on Investments and Financial Services to “analyze the costs and benefits of implementing an intrastate equity crowd-‐funding system in Texas."

6. Two states introduced legislation that did not pass.

Maryland’s bill (HB 1278) was introduced in the state legislature but no vote was taken

during the last session.

Washington has had two bills (HB 2023 and HB 2054) introduced at the end of the past session. The regular session is over and the bills were not passed. Representative Habib introduced HB 2023 and his office indicated that they are working on the language of the bill

and the Rep. Habib plans to reintroduce it in early 2014 when the next session begins. The legislative office of Representative Morris, who introduced HB 2054, said that he also plans to reintroduce HB 2054 in early 2014.

7. 25 states and the District of Columbia are waiting to see what final rules issued by the

SEC will be. After examining the SEC rules, they will then determine if any state action is required. Of these states, regulators in 8 states and the District of Columbia have indicated that there would probably be new state regulation or legislation once the SEC acts.

8. Four states simply said there were no new regulations or statutes passed or

proposed and did not comment on the impact of the enactment by the SEC of its proposed rules.

9. Four states have not yet responded to our queries. NOTE ON METHODOLOGY: We called the department in each state and the District of Columbia which is responsible for securities registration and oversight. Our initial questions were whether there were any existing or proposed legislation or regulations that would apply to CrowdFunding. If the answer was yes, we followed up with additional questions. If the answer was no, we asked if there were any under consideration with respect to CrowdFunding. Our team is currently doing additional follow-‐up and analysis. Each of the 4 states not responding was first contacted by phone. 2 requested us to follow up by email which we did. We are still awaiting replies from these. Of the remaining 2 we have left at least 3 messages with each and are continuing to try to reach them.




Proposal For California CrowdFunding Two Year Demonstration Rule

Wording To Amend California Corporations Code Section 25102(n) For CrowdFunding

A provision is proposed for a trial period during which data on the public benefit will be collected and Reported by the University of California Berkeley Business School and the Fung Institute.

The preferred route to enact this provision is for the commissioner to modify one existing seasoned state law and expand the definition of a 'qualified purchaser' under that law. Section 25102(n) is appropriate because under this existing law the commissioner is expressly permitted

to define a 'qualified purchaser' by rule. See (F) below. This route is preferred because it would be immediate, while the legislative process might

become protracted and delay the potential public benefit. After nearly twenty years this law is understood by regulators and they are comfortable that no

unusual abuses have occurred with it since being enacted. The proposed rule addition would expand the definition of a 'qualified purchaser' to include state residents who invest no more than $2,500 under this law.

The recommended wording is inserted below in Bold within the text of the current law:

The wording to amend the 18 year old California Code Section 25102(n) to

permit CrowdFunding has been inserted in "Bold" in the text below – see subdivision (E) (iii)

Below is the text of current California Corporate Code Section 25102(n)

(n) Any offer or sale of any security in a transaction, other than an offer or sale of a security in a

rollup transaction that meets all of the following criteria:



(1) The issuer is (A) a California corporation or foreign corporation that, at the time of the filing of

the notice required under this subdivision, is subject to Section 2115, or (B) any other form of

business entity, including without limitation a partnership or trust organized under the laws of this

state. The exemption provided by this subdivision is not available to a "blind pool" issuer, as that

term is defined by the commissioner, or to an investment company subject to the Investment

Company Act of 1940.

(2) Sales of securities are made only to qualified purchasers or other persons the issuer reasonably

believes, after reasonable inquiry, to be qualified purchasers. A corporation, partnership, or other

organization specifically formed for the purpose of acquiring the securities offered by the issuer in

reliance upon this exemption may be a qualified purchaser if each of the equity owners of the

corporation, partnership, or other organization is a qualified purchaser. Qualified purchasers

include the following:

(A) A person designated in Section 260.102.13 of Title 10 of the California Code of Regulations.

(B) A person designated in subdivision (i) or any rule of the commissioner adopted thereunder.

(C) A pension or profit-sharing trust of the issuer, a self-employed individual retirement plan, or an

individual retirement account, if the investment decisions made on behalf of the trust, plan, or

account are made solely by persons who are qualified purchasers.

(D) An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or

similar business trust, or partnership, each with total assets in excess of five million dollars ($5,000,000)

according to its most recent audited financial statements.

(E) With respect to the offer and sale of one class of voting common stock of an issuer or of preferred stock of an issuer entitling the holder thereof to at least the same voting rights as the issuer's one class of voting common stock, provided that the issuer has only one-class voting common stock outstanding upon consummation of the offer and sale, a natural person who, either individually or jointly with the person's spouse, (i) has a minimum net worth of two hundred fifty thousand dollars ($250,000) and had, during the immediately preceding tax year, gross income in excess of one hundred thousand dollars ($100,000) and reasonably expects gross income in excess of one hundred thousand dollars ($100,000) during the current tax year or (ii) has a minimum net worth of five hundred thousand dollars ($500,000)

or (iii) whereupon a person does not satisfy the requirements (i) or (ii) of this subparagraph, a person shall be considered a qualified purchaser solely for the limited purpose of purchasing securities not to exceed a maximum amount of twenty five hundred dollars ($2,500).

"Net worth" shall be determined exclusive of home, home furnishings, and automobiles. Other assets included in

the computation of net worth may be valued at fair market value.

Each natural person specified above, by reason of his or her business or financial experience, or the

business or financial experience of his or her professional adviser, who is unaffiliated with and who is not

compensated, directly or indirectly, by the issuer or any affiliate or selling agent of the issuer, can be



reasonably assumed to have the capacity to protect his or her interests in connection with the transaction.

The amount of the investment of each natural person shall not exceed 10 percent of the net worth, as

determined by this subparagraph, of that natural person.

(F) Any other purchaser designated as qualified by rule of the commissioner.

(3) Each purchaser represents that the purchaser is purchasing for the purchaser's own account (or trust account, if

the purchaser is a trustee) and not with a view to or for sale in connection with a distribution of the security.

(4) Each natural person purchaser, including a corporation, partnership, or other organization specifically formed

by natural persons for the purpose of acquiring the securities offered by the issuer, receives, at least five business

days before securities are sold to, or a commitment to purchase is accepted from, the purchaser, a written offering

disclosure statement that shall meet the disclosure requirements of Regulation D (17 C.F.R. 230.501 et seq.), and

any other information as may be prescribed by rule of the commissioner, provided that the issuer shall not be

obligated pursuant to this paragraph to

provide this disclosure statement to a natural person qualified under Section 260.102.13 of Title 10 of the California

Code of Regulations. The offer or sale of securities pursuant to a disclosure statement required by this paragraph

that is in violation of Section 25401, or that fails to meet the disclosure requirements of Regulation D (17 C.F.R.

230.501 et seq.), shall not render unavailable to the issuer the claim of an exemption from Section 25110 afforded by

this subdivision. This paragraph does not impose, directly or indirectly, any additional disclosure obligation with

respect to any other exemption from qualification available under any other provision of this section.

(5)(A)A general announcement of proposed offering may be published by written document only, provided that the

general announcement of proposed offering sets forth the following required information:

(i) The name of the issuer of the securities.

(ii) The full title of the security to be issued.

(iii) The anticipated suitability standards for prospective purchasers.

(iv) A statement that (I) no money or other consideration is being solicited or will be accepted, (II) an indication of

interest made by a prospective purchaser involves no obligation or commitment of any kind, and, if the issuer is

required by paragraph (4) to deliver a disclosure statement to prospective purchasers, (III) no sales will be made or

commitment to purchase accepted until five business days after delivery of a disclosure statement and subscription

information to the prospective purchaser in accordance with the requirements of this subdivision.

(v) Any other information required by rule of the commissioner.

(vi) The following legend: "For more complete information about (Name of Issuer) and (Full Title of Security), send

for additional information from (Name and Address) by sending this coupon or calling (Telephone Number)."



(B) The general announcement of proposed offering referred to in subparagraph (A) may also set forth the following

information:

(i) A brief description of the business of the issuer.

(ii) The geographic location of the issuer and its business.

(iii) The price of the security to be issued, or, if the price is not known, the method of its determination or the

probable price range as specified by the issuer, and the aggregate offering price.

(C) The general announcement of proposed offering shall contain only the information that is set forth in this

paragraph.

(D) Dissemination of the general announcement of proposed offering to persons who are not qualified purchasers,

without more, shall not disqualify the issuer from claiming the exemption under this subdivision.

(6) No telephone solicitation shall be permitted until the issuer has determined that the prospective purchaser to be

solicited is a qualified purchaser.

(7) The issuer files a notice of transaction under this subdivision both (A) concurrent with the publication of a

general

announcement of proposed offering or at the time of the initial offer of the securities, whichever occurs first,

accompanied by a filing fee, and (B) within 10 business days following the close or abandonment of the offering, but

in no case more than 210 days from the date of filing the first notice. The first notice of transaction under

subparagraph (A) shall contain an undertaking, in a form acceptable to the commissioner, to deliver any disclosure

statement required by paragraph (4) to be delivered to prospective purchasers, and any supplement thereto, to the

commissioner within 10 days of the commissioner's request for the information. The exemption from qualification

afforded by this subdivision is unavailable if an issuer fails to file the first notice required under subparagraph (A)

or to pay the filing fee. The commissioner has the authority to assess an administrative penalty of up to one

thousand dollars ($1,000) against an issuer that fails to deliver the disclosure statement required to be delivered to

the commissioner upon the commissioner's request within the time period set forth above. Neither the filing of the

disclosure statement nor the failure by the commissioner to comment thereon precludes the commissioner from

taking any action deemed necessary or appropriate under this division with respect to the offer and sale of the

securities.

***



California Form: Notice of Transaction Corporations Section 25102(n)

(Department of Corporations Use Only) DEPARTMENT OF CORPORATIONS FILE NO., if any:

Fee paid $

Receipt No. ___________ Insert File Number(s) of Previous Filings

Before the Department, if any.

COMMISSIONER OF CORPORATIONS

STATE OF CALIFORNIA

FIRST NOTICE OF TRANSACTION PURSUANT TO CORPORATIONS CODE SECTION 25102(n)

Check One: ( ) Transaction under Section 25102(n) ( ) Transaction under Rule 260.103 with Notice pursuant to Section 25102(n)

FEE: $600.00 (For Section 25102(n) filings including transactions under Section 25102(n) and Rule 260.103) See Corporations Code Section 25608(x)

1. 1.Name of Issuer:

2. Address of Issuer: Street City State ZIP

Mailing Address: Street City State ZIP

3. Area Code and Telephone Number:

4. Incorporation or organization of the Issuer. Check one:

( ) Issuer is a California corporation.

( ) Issuer is a foreign corporation subject to Corporations Code Section 2115. Issuer's state (or other jurisdiction) of incorporation or organization: .

( ) Issuer is another form of business entity organized under the laws of California (specify): ____________________



5. Title of class or classes of securities to be sold in the transaction:

6. Type of filing under Securities Act of 1933, if applicable:

7. Distribution of Disclosure Statements. Check one:

( ) Disclosure statements will be provided to each purchaser at least five business days before the securities are sold to the purchaser; or

( ) Disclosure statements will not be provided based on the fact that all purchasers fall within Rule 206.102.13.

First Notice - Section 25102 (n) Revised 3/02

8. Filing of Disclosure Statements. Check one:

( ) Copies of the disclosure statements and subscription agreements are attached; or

( ) Copies of the disclosure statements and subscription agreements will be filed with the Commissioner within 10 days of filing this notice. Failure to comply with this request may result in an administrative penalty of up to $1,000.

9. General Announcement of the Offering. Check one:

( ) A general announcement of the offering was not made and will not be made.

( ) A copy of the general announcement of the offering is enclosed with this notice.

Date of Publication:

Method of Publication (e.g., newspaper, other publications, Internet):

10. Undertaking: The issuer undertakes to deliver the disclosure statement required by paragraph (4) of Corporations Code Section 25102(n) to be delivered to specified qualified purchasers, and any supplement thereto, to the Commissioner within 10 days of the Commissioner's request for the information.



11. Date of First Notice: ________________ Issuer _______________________________

( ) Check if issuer already has a consent to

service of process on file with the Commissioner. _________________________________

Authorized Signature on behalf of Issuer

__________________________________

Print name and title of signatory

Name, Address, and Phone number of contact person: ________________________________________________

Instruction: Each issuer (other than a California Corporation) filing a notice under Section 25102(n) must also file a Consent to Service of Process (Form 260.165), unless it already has a valid consent to service on file with the Commissioner.

First Notice - Section 25102(n)




Enacted State Regulations Permitting CrowdFunding -- Highlights

STATE MAX. DEAL SIZE

MAX. LMT. PER INVESTOR

FINANCIAL REQTS.

ELIGIBILITY REQTS.

FILING REQTS.

FEES DISCLOSURES TO PURCHASER

OTHER FACTORS OF NOTE

GA (IGE) Effect-‐ive 2012

$1m $10,000 non-‐accredit-‐ed investor

None for unaccredit-‐ed investors; Accredited investors must meet Sec. 501 require-‐ments

Investors: GA residents; Issuer formed under GA laws and registered with Sec. of State; Funds deposited in bank authorized to do business in GA

GA-‐1 Notice before any general solicita-‐tion or 25th sale of security

Securities not registered under GA Securities Act; Cannot sell for 9 mos. after offering completed

May use funding portals; IGE relied on pre-‐existing Fed exemp-‐tion; Transac-‐tion must meet reqts. of Fed exemp-‐tion for intra-‐state offerings

KS (IKE) Effec-‐tive 2011

$1m $5,000 non-‐accredit-‐ed investor

None for unaccredit-‐-‐ed investors; Accredited investors must meet Sec. 501 reqts.

Investors: KS residents; Issuer formed under KS laws and registered with Sec. of State; Funds deposited in bank authorized

Form IKE before any general solicitation or 25th sale of security

No Rule 147 disclosures for intrastate offerings; Securities not registered under KS Securities Act; Securities cannot be resold unless registered or qualify for exemption

IKE relied on pre-‐existing Fed exemp-‐tions; Transac-‐tion must meet reqts. of Fed exemp-‐tion for intra-‐





FINANCIAL REQTS.

ELIGIBILITY REQTS.

FILING REQTS.



to do business in KS

state offerings

MI Gov. Signed bill into law in Dec. 2013

$2 mil if audit-‐ed finan-‐cials; $1 mil if not

$10000 per person

Issuer must be incorporat-‐ed or organized in MI. Investor must be MI resident

Required

WI (20+ yr. old exemp. 551.203 Wis Stat; 2.028 Wis. Adm. Code)

$5m Capable of examining the risks

Sale to no more than 100 WI residents; Issuer have principal office in WI and majority of full time employees in WI

Issuer Exemp-‐tion Notice -‐letter explain-‐ing how offering meets exemp-‐tion -‐with copy of offering docu-‐ment (comply either with NASAA Form U-‐7 or rule 502(b)2of Reg D) & copy of

$200 See Filing Reqts. column

Duration of offering period=1 yr. unless get exten-‐sion (disclos-‐ures req’d for exten-‐sion);





FINANCIAL REQTS.

ELIGIBILITY REQTS.

FILING REQTS.



advert-‐isement

STATE MAXDEAL SIZE


FINANCIAL SUITABILITY REQTS.

ELIGIBILITY REQTS.

FILING REQTS.

FEES DISCLOSURES TO PURCHASERS


AR Act 460 amends AR code section 23-‐42-‐509(c)-‐(g) effective 8/16/131

Same form & info filed with SEC

Min. $100 Max. $500 (0.1% of max. offering price)

Offering effective for 12 months

MN (MN Amended existing Statute (Sec. 80S.61) Effective 2012

Funding portals with place of busi-‐ness in MN file copy of information required by SEC & FINRA

Registers portals—not specifically addressing CrowdFunding

ID (Code 30-‐14-‐203, 301) Added 2004

Users of the exemptions are subject to “bad boy” disqualification.

This allows exemptions from securities laws on a case by case basis.2

1 The AR information is provisional—provided by representative of Arkansas securities division. 2 According to a representative of the Idaho Securities Section, the parameters of the exemption are created on a case by case basis. A recent exemption imposed a $2m maximum deal size and a $2500 maximum investment for each unaccredited investor. The issuer was a business formed under Idaho law and offering escrow funds were deposited in a bank that did business in Idaho. An offering document was filed with the state which included management information and GAAP financial statements Idaho reviewed and approved advertising.




Pending State Regulations To Permit CrowdFunding -- Highlights


MAX-‐-‐-‐-‐ LMT.

FINANCIAL SUITABILITY REQTS.

ELIGIBILITY REQTS.

FILING REQTS.

DISCLOSURES TO PURCHASERS


AL SB44 Proposed in Nov. 2013

$1 mil $5000 Alabama residents

AL issuers will have to register with state Securities Commission

FL HB 1299 and SB 1596 introduced at same time and pending

Florida residents

Online platforms can register with state

Investors and

businesses must be Florida

residents

ME S.P. 568 pending -‐ will be taken up in session beginning in 1/14

NJ Proposed in NJ Senate 9/2013

$2m if audited financial & $1mil if not

$10,0000 per person

NJ residents

NC HB 680 currently proposed

$2m if audited financials& $1m if not

$2,000 per person

NC residents

File notice with SEC; Post-‐ offer-‐ing Report

Notice signed by investor acknowledging high risk of investment

House passed overwhelming-‐ly (103-‐1); awaiting Senate vote

PA SB 1045 proposed as “place holder.”

Will add provision after SEC acts.3

TX House



***

Speaker Joe Strauss has asked House Committee on Investments and Financial Services to “analyze the costs and benefits of implementing an intrastate equity Crowd-‐Funding system in Texas.



590-4-2-.08 Invest Georgia Exemption. (1) The offer or sale of a security by an issuer shall be exempt from the requirements of Article 3

and Section 10-5-53 of the Act, and each individual who represents an issuer in an offer or sale shall be exempt from the requirements of Section 10-5-30, if the offer or sale is conducted in accordance with each of the following requirements:

(a) The issuer of the security shall be a for-profit business entity formed under the laws of the state of Georgia and registered with the Secretary of State.

(b) The transaction shall meet the requirements of the federal exemption for intrastate offerings in section 3(a)(11) of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11), and SEC rule 147, 17

C.F.R. 230.147.

(c) The sum of all cash and other consideration to be received for all sales of the security in reliance upon this exemption shall not exceed $1,000,000, less the aggregate amount received for all sales of securities by the issuer within the 12 months before the first offer or sale made in reliance upon this exemption.

(d) The issuer shall not accept more than $10,000 from any single purchaser unless the purchaser is an accredited investor as defined by rule 501 of SEC regulation D, 17 C.F.R. 230.501.

(e) All funds received from investors shall be deposited into a bank or depository institution authorized to do business in Georgia, and all the funds shall be used in accordance with representations made to investors.

(f) Before the use of any general solicitation or the twenty-fifth sale of the security, whichever occurs first, the issuer shall file a notice with the Commissioner in writing or in electronic form. The notice shall specify that the issuer is conducting an offering in reliance upon this exemption and shall contain the names and addresses of the following persons:

1. The issuer;

2. All persons who will be involved in the offer or sale of securities on behalf of the issuer; and

3. The bank or other depository institution in which investor funds will be deposited.



(g) The issuer shall not be, either before or as a result of the offering, an investment company as defined in section 3 of the Investment Company Act of 1940, 15 U.S.C. § 80a-3, or subject to the Reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, 15

U.S.C. § 78m and 78(d).

(h) The issuer shall inform all purchasers that the securities have not been registered under the Act and that the securities are subject to the limitation on resales contained in subsection (e) of SEC Rule 147, 17 C.F.R. 230.147(e).

(2) Offers and sales to controlling persons. This exemption shall not be used in conjunction

with any other exemption under these rules or the Act, except for offers and sales to the following persons, who shall not count toward the limitation in paragraph (1)(c):

(a) An officer, director, partner, or trustee or an individual occupying similar status or performing similar functions; or

(b) A person owning 10 percent or more of the outstanding shares of any class or classes of securities

(3) Disqualifications. This exemption shall not be available if the issuer is subject to a disqualifying event specified in Rule 590-4-2-.06.

(4) The exemption authorized by this section shall be known and may be cited as the “Invest Georgia Exemption.

(5) “Individual,” for the purpose of paragraph (1) of this Rule, means a natural person residing in the State of Georgia, or a corporation, trust, partnership, association, or any other legal entity duly organized under the laws of the State of Georgia, that does not:

(a) offer investment advice or recommendations;

(b) solicit purchases, sales, or offers to purchase the securities exempted by this Rule;

(c) compensate employees, agents, or other persons for the solicitation of purchases, sales, or offers to purchase the securities exempted by this Rule; or

(d) take custody of investor funds or securities.



Authority O.C.G.A. Secs. 10-5-3, 10-5-10, 10-5-11, 10-5-12, 10-5-30,10-5-70. History. Original Rule entitled “Supervision of Salesmen, Limited Salesmen, and Employees” adopted. F. Dec. 9, 1980; eff. Dec. 29, 1980. Repealed: New Rule of same title adopted. F. Apr. 13, 1983; eff. May 3, 1983. Amended: F. Feb. 24, 1987; eff. Mar. 16, 1987. Repealed: New Rule entitled “Criminal History Access” adopted. F. Dec. 21, 2004; eff. Jan. 10, 2005. Repealed: New Rule entitled “Invest Georgia Exemptions” adopted. F. Nov. 18, 2011, Dec. 8, 2011.

Amended: F. Mar. 9, 2012; eff. Mar. 29, 2012. Amended: F. Dec. 7, 2012; eff. Dec. 27, 2012.

Office of the Secretary of State Commissioner of

Securities

Form GA-1

Invest Georgia Exemption

This form provides the notice for claiming the “Invest Georgia Exemption” and the information required by Rule 590-4-2-.08. The exemption is available only to issuers organized and based in Georgia, and all offers and sales of securities under the exemption must be limited to Georgia residents. The filing of this form is due before any general solicitation or the 25th sale of securities to Georgia residents, whichever occurs first. Please enter the information requested below and file with the Office of the Georgia Commissioner of Securities at 237 Coliseum Drive, Macon, Georgia 31217-3858, or the form may be submitted by attachment to email at [email protected]. All provisions of Rule 590-4-2-.08 should be reviewed carefully for compliance with the regulation.

1. Issuer Name and Address (the issuer is the entity issuing securities): Name of Issuer

Address Telephone

City State Zip Code Email

2. All persons involved in making offers and sales of the Issuer’s securities in Georgia*: Name Street Address, City, State & Zip Code Telephone



* Should you need additional space, please attach an addendum with the required information.

237 Coliseum Drive ● Macon, Georgia ● 31217-3858 ● Tel: (478) 207-2440 ● Fax (478) 314-5805 www.sos.state.ga.us/securities

3. The bank or other depository institution(s) where investor funds are to be deposited: Name Street Address, City, State & Zip Code

________________________________________ _____________________________________ _____ / _____ / _______

Representative of Issuer (print) Signature Date

237 Coliseum Drive ● Macon, Georgia ● 31217-3858 ● Tel: (478) 207-2440 ● Fax (478) 314-5805 www.sos.state.ga.us/securities

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Invest Kansas Exemption

81-5-21. Invest Kansas exemption. (a) Exemption from registration requirements.

The offer or sale of a security by an issuer shall be exempt from the requirements of K.S.A. 17-

12a301 through 17-12a306 and K.S.A. 17-12a504, and amendments thereto, and each individual

who represents an issuer in an offer or sale shall be exempt from the requirements of K.S.A. 17-

12a402(a), and amendments thereto, if the offer or sale is conducted in accordance with each of

the following requirements:

(1) The issuer of the security shall be a business or organization formed under the laws

of the state of Kansas and registered with the secretary of state.

(2) The transaction shall meet the requirements of the federal exemption for intrastate

offerings in section 3(a)(11) of the securities act of 1933, 15 U.S.C. § 77c(a)(11), and SEC rule

147, 17 C.F.R. 230.147, as adopted by reference in K.A.R. 81-2-1.

(3) The sum of all cash and other consideration to be received for all sales of the security

in reliance upon this exemption shall not exceed $1,000,000, less the aggregate amount received

for all sales of securities by the issuer within the 12 months before the first offer or sale made in

reliance upon this exemption.

(4) The issuer shall not accept more than $1,000 from any single purchaser unless the

purchaser is an accredited investor as defined by rule 501 of SEC regulation D, 17 C.F.R.

230.501, as adopted by reference in K.A.R. 81-2-1.

(5) A commission or other remuneration shall not be paid or given, directly or indirectly,

for any person’s participation in the offer or sale of securities for the issuer unless the person is

registered as a broker-dealer or agent under the act.

(6) All funds received from investors shall be deposited into a bank or depository

institution authorized to do business in Kansas, and all the funds shall be used in accordance with

representations made to investors.

(7) Before the use of any general solicitation or the twenty-fifth sale of the security,



whichever occurs first, the issuer shall provide a notice to the administrator in writing or in

electronic form. The notice shall specify that the issuer is conducting an offering in reliance

upon this exemption and shall contain the names and addresses of the following persons:

(A) The issuer;

(B) all persons who will be involved in the offer or sale of securities on behalf of the

issuer; and

(C) the bank or other depository institution in which investor funds will be deposited.

(8) The issuer shall not be, either before or as a result of the offering, an investment

company as defined in section 3 of the investment company act of 1940, 15 U.S.C. § 80a-3, or

subject to the Reporting requirements of section 13 or 15(d) of the securities exchange act of

1934, 15 U.S.C. § 78m and 78o(d), as adopted by reference in K.A.R. 81-2-1.

(9) The issuer shall inform all purchasers that the securities have not been registered

under the act and, therefore, cannot be resold unless the securities are registered or qualify for an

exemption from registration under K.S.A. 17-12a202 and amendments thereto, K.A.R. 81-5-3, or

another regulation. In addition, the issuer shall make the disclosures required by subsection (f)

of SEC rule 147, 17 C.F.R. 230.147(f), as adopted by reference in K.A.R. 81-2-1.

(b) Offers and sales to controlling persons. This exemption shall not be used in

conjunction with any other exemption under these regulations or K.S.A. 17-12a202 and

amendments thereto, except for offers and sales to controlling persons of the issuer. Sales to

controlling persons shall not count toward the limitation in paragraph (a)(3).

(c) Disqualifications. This exemption shall not be available if the issuer is subject to a

disqualifying event specified in K.A.R. 81-5-13(b), except as permitted under K.A.R. 81-5-13(c).

(Authorized by K.S.A. 17-12a605(a); implementing K.S.A. 17-12a203 and 17-12a402(b)(9);

effective P-________.)

In Re: Modifications of "IKE", the Invest Kansas Exemption under K.A.R. 81-5-21



Docket No. 13E024

Special Order- Authorizing Certain Modifications of Conditions for the Invest Kansas Exemption, "IKE", Under K.A.R. 81-5-21

WHEREAS, the Invest Kansas Exemption, "IKE", as specified by

K.A.R. 81-‐5-‐21 was adopted by the Office of the Securities Commissioner of

Kansas effective August 12,20I I in order to remove certain regulatory

requirements for Kansas companies to raise Capital in Kansas; and

WHEREAS, staff in the Office of the Securities Commissioner of

Kansas have recommended, and the Commissioner concurs, that it would

be in the public interest toenhance the usefulness of IKE for Kansas

businesses to raise capital without registration of community-‐based

offerings of securities to Kansas residents by modifying certain limitations

specified for IKE under K.A.R.l!l-‐5·21; and

WHEREAS, the Commissioner and the Commissioner's staff believe

that investor protection will not be adversely affected by modifications to

IKE; and

WHEREAS, benefits to businesses organized under Kansas law and

thereby to the Kansas economy are expected to be enhanced by such

modifications to IKE; and



WHEREAS, K.S.A. 17-‐12a203, and amendments thereto, grants the

Securities Commissioner authority by a rule adopted or order issued under

the Kansas Uniform Securities Act (the Act) to exempt security; transaction,

or offer of securities from registration requirements under K.S.A. 17-‐

12a301 through 17-‐12a306, and amendments thereto; and

WHEREAS, it is deemed appropriate for this order to modify the

exemption conditions specified under K.A.R. 81-‐5-‐21 for an offer of

securities under that exemption as authorized by K.S.A. 17-‐12a203, and

amendments thereto; and

WHEREAS, K.S.A. 17-‐12a605, and amendments thereto, grants

the Securities Commissioner the authority to issue special orders as

necessary or appropriate in the public interest to carry out and to be

consistent with the purposes of the Act.

IT IS, THEREFORE, ORDERED BY THE COMMISSIONER that the

limitation on the amount an issuer can accept from a purchaser of

securities who is not an accredited investor in an IKE offering as specified

by K.A.R. 81-‐5-‐21(a)(4) is hereby increased from $1,000 to $5,000.

IT IS FURTHER ORDERED that K.A.R. 81-‐5-‐21(b) is revised to

specify as follows: "Interaction with other exemptions and offers and

sales to controlling persons. This exemption shall not be used in

conjunction with any other exemption under these regulations or an

exemption specified by a subsection other than subsections (13)



through (15) under K.S.A. 17-‐12a202, and amendments thereto. Sales to

controlling persons shall not count toward the limitation in paragraph

(a)(3)."

IT IS FUTHER ORDERED that the exemption provided by K.A.R.

81-‐5-‐21 shall not be available to an issuer unless all persons

responsible for management of the operations or property of the issuer

are residents of Kansas

IT IS FURTHER ORDERED that this order shall be effective on the

date indicated below and that it shall be automatically vacated upon the

adoption of any future amendment to K.A.R. 81-‐5-‐21.

IT IS SO ORDERED.

Entered at Topeka, Kansas, on this



OFFICE OF THE KANSAS SECURITIES COMMISSIONER

Form IKE

Notice of Reliance on the

INVEST KANSAS EXEMPTION (“IKE”)

This form provides the notice for claiming the “Invest Kansas Exemption” and the information required by K.A.R. 81-5-21(a)(7). The exemption is available only to issuers organized and based in Kansas, and all offers and sales of securities under the exemption must be limited to Kansas residents. The filing of this form is due before any general solicitation or the 25th sale of securities to Kansas residents, whichever occurs first. Please enter the information requested below and file with the Office of the Securities Commissioner of Kansas at 109 SW 9th Street, Suite 600, Topeka, KS 66612, or the form may be submitted by attachment to email at [email protected].

All provisions of K.A.R. 81-5-21 should be reviewed carefully for compliance with the regulation.

1. Issuer Name and Address (the issuer is the entity issuing securities):

2. All persons involved in making offers and sales of the Issuer’s securities in Kansas:

Name Street Address, City, State & Zip Code Phone Number

3. The name and address of bank or other depository institution where investors’ funds are to be deposited:

___________________________ _______________________________ ___/___/___ Representative of Issuer Signature Date



Excerpt: Title Page of Michigan Public Act 264

December 30, 2013

EFFECTIVE DATE: December 30, 2013

STATE OF MICHIGAN

97TH LEGISLATURE

REGULAR SESSION OF 2013

Introduced by Reps. Jenkins, Graves, Zorn, Somerville, Kelly, Pscholka, Rendon, Schmidt, Johnson, Kurtz, Schor, Nesbitt, Brown, Bumstead, Cavanagh, Cotter, Daley, Darany, Dianda, Driskell, Durhal, Faris, Farrington, Forlini, Geiss, Goike, Greimel, Haines, Haugh, Heise, Irwin, Kesto, Kivela, Kosowski, Kowall, Lauwers, LaVoy, Lipton, Lori, Lyons, MacGregor, McCann, McMillin, O’Brien, Pagel, Pettalia, Poleski, Potvin, Price, Rutledge, Shirkey, Singh, Slavens, Smiley, Victory and Zemke

ENROLLED HOUSE BILL No. 4996

AN ACT to amend 2008 PA 551, entitled “An act to enact the uniform securities act (2002) relating to the issuance, offer, sale, or purchase of securities; to prohibit fraudulent practices in relation to securities; to establish civil and criminal sanctions for violations of the act and civil sanctions for violation of the rules promulgated pursuant to the act; to require the registration of broker-dealers, agents, investment advisers, and securities; to make uniform the law with reference to securities; and to repeal acts and parts of acts,” by amending sections 102a, 202, 504, and 510 (MCL 451.2102a, 451.2202, 451.2504, and 451.2510) and by adding section 202a.

***



Wisconsin Statute 551.203 Additional exemptions and waivers. A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of ss. 551.301 to 551.306 and 551.504; and an order under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under ss. 551.201 and 551.202.

History: 2007 a. 196.

Wisconsin Administrative Code

DFI-Sec 2.028 DFI-Sec 2.028 Wisconsin issuer registration exemption by filing. If all of the following conditions are met, other than any condition or conditions waived by the division upon a showing of good cause, a transaction registration exemption is available under s. 551.203, Stats., for any offer or sale for cash of the equity securities of an issuer having, both before and upon completion of the offering, its principal office and a majority of the full-time employees located in this state: (1) The securities are sold to not more than 100 persons in this state, excluding: (a) Persons described in s. 551.102 (11), Stats., and rules thereunder, and in s. 551.202 (13) (am), Stats.; (b) Members of the immediate family of an executive officer or director of the issuer who have the same permanent residence as the officer or director. (2) No commission or other remuneration is paid or given, directly or indirectly, for soliciting or selling to any person in this state in reliance on the exemption in this section except to broker-dealers and agents registered in this state. (3) Neither the issuer, its officers, directors, general partners, controlling persons or affiliates, nor any broker-dealer or agent offering or selling the securities is or would be disqualified under s. DFI-Sec 2.029 (3). (4) The aggregate offering price of the securities sold in the offering to persons in Wisconsin pursuant to this exemption does not exceed $5,000,000, provided that the issuer has not made other offerings in Wisconsin pursuant to this exemption that would meet the criteria for being integrated with the offering under Rule 502 (a) of Regulation D under the securities act of 1933. (5) The duration of the offering period shall not exceed one year, although the issuer may extend the offering for up to an additional one year by filing amended and updated disclosure materials, together with any advertising, with the division in conformance with the requirements of sub. (8). If the disclosure materials provide that a minimum dollar amount of offering subscriptions must be received before the issuer may utilize any of the proceeds, all subscriptions shall be held by a financial institution under an impounding agreement until the required minimum subscription level is reached. (6) The issuer reasonably believes that all sales made pursuant to this exemption are suitable for the purchaser and that the purchaser either alone or with the purchaser's representative has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment.



(7) An offering document is delivered to each purchaser prior to the sale of the securities that meets one of the following requirements: (a) For offerings by a corporate issuer, an offering document that complies with the North American Securities Administrators Association, Inc. Form U-7 Small Corporate Offering Registration and Prospectus Disclosure Form, except that the financial statements may be either audited or reviewed; or (b) For offerings by any type of issuer, an offering document that complies with the disclosure requirements of rule 502 (b) (2) of Regulation D under the securities act of 1933. (8) The issuer or applicant files with the division: (a) The offering document to be used in connection with the offer and sale of the securities, not later than the date of the first use of the document in this state, together with a fee of $200; and (b) A letter specifying how the requirements for use of this exemption contained in the introduction and in subs. (1) to (7) are met or will be met; and (c) A copy of all advertising, other than the offering document and except for solicitation of interest materials previously filed pursuant to s. DFI-Sec 2.027, to be used in connection with the offer and sale of the securities, not later than the date of its first use in this state, and a copy of all material amendments to the offering document, not later than the date of first use of each material amendment in this state. History: Cr. Register, March, 1986, No. 363, eff. 4-1-86; r. and recr. Register, December, 1990, No. 420, eff. 1-1-91; am. (3) and (4), Register, December, 1991, No. 432, eff. 1-1-92; am. (intro.), renum. (6) to (8) to be (7) to (9), cr. (6), Register, December, 1994, No. 468, eff. 1-1-95; am. (1) (intro.), (4), r. (5), renum. (6) to (9) to be (5) to (8) and am. (7) (a), (8) (b) is renumbered to (8) (c) and amended, cr. (8) (b), Register, December, 1995, No. 480, eff. 1-1-96; correction in (5) made under s. 13.93 (2m) (b) 7., Stats., Register, November, 1996, No. 491; renum. from SEC 2.027, r. (1) (b), renum. (1) (c) to be (1) (b), Register, December, 1996, No. 492, eff. 1-1-97; CR 01-083: am. (4), Register December 2001 No. 552, eff. 1-1-02; CR 08-077: am. (intro.), (1) (a), (2) and (3) Register December 2008 No. 636, eff. 1-1-09; correction in (1) (a) made under s. 13.92 (4) (b) 7., Stats., Register February 2009 No. 638; CR 10-062: am. (intro.) Register September 2010 No. 657, eff. 10-1-10.

***



STATE OF

ARKANSAS SENATE

BILL 665 ACT460

REGULAR SESSION, 2013

EFFECTIVE AUGUST 16, 2013

State of Arkansas

89th General Assembly A Bill

Regular Session, 2013 SENATE BILL 665

***



Excerpt from Minnesota Statute

Sec. 4. Minnesota Statutes 2012, section 80A.61, is amended to read: 80A.61 SECTION 406; REGISTRATION BY BROKER-‐DEALER, AGENT, AND FUNDING PORTAL, INVESTMENT ADVISER, AND INVESTMENT ADVISER REPRESENTATIVE. (a) Application for initial registration by broker-‐dealer, agent, or investment adviser. A person shall register as a broker-‐dealer, agent, or investment adviser by filing an application and a consent to service of process complying with section 80A.88, and paying the fee specified in section 80A.65 and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain: (1) the information or record required for the filing of a uniform application; and (2) upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate. (b) Amendment. If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment. (c) Effectiveness of registration. If an order is not in effect and a proceeding is not pending under section 80A.67, registration becomes effective at noon on the 45th day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this chapter may set an earlier effective date or may defer the effective date until noon on the 45th day after the filing of any amendment completing the application. (d) Registration renewal. A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under section 80A.67, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this chapter, by paying the fee specified in section 80A.65, and by paying costs charged by the designee of the administrator for processing the filings. (e) Additional conditions or waivers. A rule adopted or order issued under this chapter may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this chapter may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors. (f) A funding portal that has its principal place of business in the state of Minnesota shall register with the state of Minnesota by filing with the administrator a copy of the



information or record required for the filing of an application for registration as a funding portal in the manner established by the Securities and Exchange Commission and/or the Financial Institutions Regulatory Authority (FINRA), along with any rule adopted or order issued, and any amendments thereto. (g) Application for investment adviser representative registration. (1) The application for initial registration as an investment adviser representative pursuant to section 80A.58 is made by completing Form U-‐4 (Uniform Application for Securities Industry Registration or Transfer) in accordance with the form instructions and by filing the form U-‐4 with the IARD. The application for initial registration must also include the following: (i) proof of compliance by the investment adviser representative with the examination requirements of: (A) the Uniform Investment Adviser Law Examination (Series 65); or (B) the General Securities Representative Examination (Series 7) and the Uniform Combined State Law Examination (Series 66); (ii) any other information the administrator may reasonably require. (2) The application for the annual renewal registration as an investment adviser representative shall be filed with the IARD. (3)(i) The investment adviser representative is under a continuing obligation to update information required by Form U-‐4 as changes occur. (ii) An investment adviser representative and the investment adviser must file promptly with the IARD any amendments to the representative's Form U-‐4; and (iii) An amendment will be considered to be filed promptly if the amendment is filed within 30 days of the event that requires the filing of the amendment. (4) An application for initial or renewal of registration is not considered filed for purposes of section 80A.58 until the required fee and all required submissions have been received by the administrator. (5) The application for withdrawal of registration as an investment adviser representative pursuant to section 80A.58 shall be completed by following the instructions on Form U-‐5 (Uniform Termination Notice for Securities Industry Registration) and filed upon Form U-‐5 with the IARD.

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Idaho Statutes TITLE 30 CORPORATIONS CHAPTER 14 UNIFORM SECURITIES ACT (2004) PART 2. EXEMPTIONS FROM REGISTRATION OF SECURITIES 30-14-203. Additional exemptions and waivers. (1) A rule adopted or an order issued under this chapter may exempt a security, transaction or offer. (2) A rule adopted under this chapter may exempt a class of securities, transactions or offers from any or all of the requirements of sections 30-14-301 through 30-14-306, Idaho Code, and section 30-14-504, Idaho Code. (3) An order issued under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under sections 30-14-201 and 30-14-202, Idaho Code. History: [30-14-203, added 2004, ch. 45, sec. 2, p. 184.]

The Idaho Code is the property of the state of Idaho and is made available on the Internet as a public service. Any person who reproduces or distributes the Idaho Code for commercial purposes is in violation of the provisions of Idaho law and shall be deemed to be an infringer of the state of Idaho's copyright.

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