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In Rules 504 and 505, Regulation D implements §3(b) of the Securities Act of 1933 (also referred to as the '33 Act), which allows the SEC to exempt issuances of under $5,000,000 from registration. It also provides (in Rule 506) a "safe harbor" under §4(a)(2) of the '33 Act (which says that non-public offerings are exempt from the registration ...
Form D is a SEC filing form to file a notice of an exempt offering of securities under Regulation D of the U.S. Securities and Exchange Commission.Commission rules require the notice to be filed by companies and funds that have sold securities without registration under the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504 or 506 of Regulation D or Section 4(6 ...
The Securities Act of 1933 regulates the distribution of securities to public investors by creating registration and liability provisions to protect investors. With only a few exemptions, every security offering is required to be registered with the SEC by filing a registration statement that includes issuer history, business competition and material risks, litigation information, previous ...
There are, however, several exceptions and exemptions to the registration requirement: investment advisers whose clients all reside in the same state as the adviser's business office and who do not provide advice on securities listed on national exchanges; investment advisers whose clients are solely insurance companies; and certain investment ...
The act was revised again in 1985 as the Uniform Securities Act of 1985, and amended in 1988, but few states adopted these changes, and instead continued to operate under the 1956 Act. [ 1 ] The most recent version of the Act is the Uniform Securities Act of 2002 which was last revised in 2005.
While some offerings will be exempt from state registration requirements, in exchange for more extensive reporting requirements, others will not be and will still have to register with every state in which the securities are offered. For offerings made over the internet, this arguably means registering in all 50 states. [62]
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Securities and Exchange Commission (SEC) logo. The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC).