Exempt Offerings Resources

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NASAA Reports More Firms Using Model Fee Table

Posted on May 24, 2017 at 10:10 PM Comments comments (0)

NASAA Reports More Firms Using Model Fee Table

The NASAA Model Fee Disclosure Schedule helps investors better understand and compare various broker-dealer miscellaneous account and service fees and to provide guidelines to make fee disclosure accessible and transparent. The working group’s goal is to develop meaningful account and service fee disclosure and transparency. They must be simple to read, easily accessible and helpful for retail investors to understand and compare fees.

“This collaborative initiative between regulators and industry helps increase the transparency of fee disclosure for investors,” said Mike Rothman, NASAA President and Minnesota Commissioner of Commerce. “I commend all firms that have taken the initiative to help bring uniformity to the disclosure of broker-dealer service and maintenance-related fees and I encourage the implementation of this sound business practice to others to provide the same level of disclosure to their clients.”

Exempt Offerings Questions

Posted on May 19, 2017 at 2:35 PM Comments comments (0)

Questions we hear

Can I do multiple offerings on the same raise at the same time?

How do Blue Sky laws work?

What does “testing the waters” mean for a Reg A+ offering and why are some Reg A+ issuers declining to test the waters?

Do I have to be a broker dealer?

Do I have to use a broker dealer?

Do I need FINRA’s approval for a Regulation D offering?

Is there a limit on how many investors I can have?

What documentation is required for my type of offering?

What is a Reg CF offering?

For answers, see  


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Unregistered Real Estate Exempt Offerings

Posted on May 13, 2017 at 12:50 AM Comments comments (0)


Unregistered Real Estate Exempt Offerings


Using our template for a general partnership with a specific purpose you do not need to pay and wait for Regulation D exemptions. Private Placement Advisors LLC employs a general partnership vehicle to avoid almost all review by regulators. With no limited partnership or other passive interest created, no security is formed. This particular template is designed for real estate lenders and borrowers. To learn more about the advantages of unregistered, non-exempt private placements, contact [email protected]

Equity Crowdfunding versus Rule 506(c?

Posted on May 4, 2017 at 5:05 PM Comments comments (0)

Rule 506(c offerings must be sold only to accredited investors, whereas crowdfunding campaigns can accept money from non-accredited investors.

Remember, however, that 506(c offerings can still be marketed and advertised to anyone.

Another difference is that under Rule 506(c, funding sources must be verified as accredited investors using a third party service (such as Private Placement Advisors LLC).

Rule 506(c offerings have no limit on the capital raise, whereas crowdfunding raises are usually restricted to a $1 million.  

The rules overseeing crowdfunding solicitation are much more restrictive than with 506(c offerings. General advertising is limited and specified disclosure has to occur at one or more online funding portals.

Bottom line.

Is $1M enough for you, or do you need more? If you need more up front, you should go with the 506(c exemption. If your financial needs are $1M or less, consider a crowdfunding program appropriate for your company.

Do you assume you will not need non-accredited investors? Then go with 506(c.

If you believe your campaign is particularly attractive to a wider variety of investors, equity crowdfunding is for you.


Posted on April 28, 2017 at 1:15 AM Comments comments (0)

2016 saw a total of 23,292 Reg D offerings

The average offering size was $87.8 Million (offered not sold)

There were 307,764 total investors

The average number of investors per offering was 13.2

The banking industry had the largest total offerings in amount ($1.9 Trillion), number of offerings (7,083), and number of investors (115,536)

The travel industry had the smallest total offerings in amount ($484.2 Million), number of offerings (97), and investors (1,083)

Trump Proposes to Eviscerate Securities Protections The

Posted on April 26, 2017 at 4:25 PM Comments comments (0)

The president of the North American Securities Administrators Association (NASAA) said today that Trump’s proposed Financial CHOICE Act would dramatically change regulatory policies in the wrong direction, weaken the Dodd-Frank Act, and expose investors to significant new risks.

“It is clearly evident that the changes contemplated by the bill would significantly undermine and compromise the ability of regulators to effectively enforce financial laws and regulations,” said Mike Rothman, NASAA’s President.

“By attempting to eviscerate so many critically important reforms with weakened oversight of private securities markets and reforms, watered down provisions intended to expand fiduciary obligations to investment professionals, lowered standards for securities sold to the investing public, the legislation blithely aims to sweep away in one stroke scores of essential protections and modernizations to our financial regulatory architecture that were literally decades in the making,” Rothman said.

Reg A+ versus Reg D

Posted on April 22, 2017 at 12:45 AM Comments comments (0)

Will Regulation A+ be a more popular choice for smaller companies than Regulation D?

Rule 506 of Regulation D is the most widely used capital raising exemptions under the US securities laws, largely due to its flexibility. Regulation A+ provides a new way for smaller companies to raise capital and get some liquidity in their securities. However, if a company is confident that it can raise money through the traditional Rule 506 private placement, it may still want to avoid the SEC review process, the hassle of Blue Sky compliance under Tier 1, and the ongoing reporting obligations of Tier 2.

There are two tiers for Regulation A+: Tier 1, for offerings up to $20 million in a 12-month period, with not more than $6 million in offers by selling security-holders that are affiliates of the issuer; and Tier 2, for offerings up to $50 million in a 12-month period, with not more than $15 million in offers by selling security-holders that are affiliates of the issuer. Although Rule 506 does not provide an opportunity for selling security holders to participate in the offering, it does not have any caps on the amounts that can be raised, and, while any company, public or private, US or foreign, can raise capital under Rule 506, under Regulation A+ only a US or Canadian issuer that is: a) not a reporting company under the Securities Exchange Act of 1934, b) not an investment company, and c) not a blank check company is considered an “eligible issuer.”

Still, in some instances, Regulation A+ appears to be more accommodating than Rule 506. For example, while Rule 506(b allows an unlimited number of accredited investors, it allows only 35 non-accredited investors. However, Tier 1 of Regulation A+ does not have any limitation on the number or type of investors, but Tier 2 imposes a per-investor cap for non-accredited investors of the aggregate purchase price to be paid by the purchaser for the securities to be no more than 10% of the greater of annual income or net worth for individual investors or revenue or net assets most recently completed fiscal year for entities.

New $5 million limit for intrastate offerings

Posted on April 17, 2017 at 2:05 PM Comments comments (0)


The North American Securities Administrators Association (NASAA) and the SEC have agreed that companies should be given more flexibility to engage in intrastate offers through websites and social media--without having to register their offering with the Federal government. Companies can now raise up to $5 million per year through the amended rules. The previous limit was $1 million. The rules are effective this month.

Fiduciary Rule Trumped?

Posted on April 4, 2017 at 10:30 PM Comments comments (0)

The Department of Labor just released a final rule delaying the implementation of its fiduciary duty regulation. The fiduciary rule's April 10 applicability date is pushed back to June 9. The means that the expanded definition of who is a fiduciary when giving advice to clients in retirement accounts will become applicable on June 9, unless extended again.

The DOL is seeking the delay because President Trump told the agency to modify or repeal the regulation if possible. The rule requires financial advisers to act in the best interests of clients when giving retirement investment advice, to protect from conflicted advice that can lead to the sale of inappropriate, high-fee investments that erode savings. President Trump says the rule is too complex and costly. The delay of the April deadline for the Department of Labor's fiduciary rule is likely to last longer than the 60 days the agency is seeking.

Questions? Contact [email protected]

New Intrastate exemption better than 506(c ?

Posted on April 2, 2017 at 11:20 PM Comments comments (0)

Small companies now have more flexibility to engage in intrastate offers through websites and social media without having to register with the SEC. Companies can now raise up to $5 million per year; the previous limit was $1 million. Other new rules permit companies to use intrastate offerings to raise money within a region of states, as opposed to one state. The amended rules facilitate greater access to capital for entrepreneurs who have not been able to otherwise access capital.

Email [email protected] for more information.

Audio exempt offering handbooks: http://www.audible.com/search/ref=a_search_c4_1_1_1_srAuth?searchAuthor=Douglas+Slain&qid=1487524144&sr=1-1