With a Securities and Exchange Commission rule enabling equity crowdfunding now in effect, and portals to facilitate that process under review, the North American Securities Administrators Association has announced a proposed model rule and uniform notice filing form for federal crowdfunding offerings.
NASAA, an association of state securities agencies and administrators, has released the proposal for public comment. It is described as “a step toward providing guidance to issuers and promoting uniformity” by providing state regulators another opportunity to increase its collaboration with federal partners.
Title III of the JOBS Act of 2012 created a new exemption from registration for crowdfunding offerings under Section 4(a)(6) of the Securities Act. The exemption allows sales of up to $1,000,000 during a 12-month period, imposes investment limits for investors, and requires the offering to be made through either a registered broker or funding portal. The SEC adopted final rules under this new exemption on Oct. 30, 2015 and those rules went into effect on May 16, 2016.
The JOBS Act provides for certain state filings for offerings conducted under the federal crowdfunding exemption in the state that is either the principal place of business of the issuer or where purchasers of 50 percent or greater of the aggregate amount of the offering reside. States may require notice filings in these circumstances to provide a basic level of regulatory oversight of these offerings affecting their residents.
The uniform notice filing form simplifies the filing process for issuers by incorporating documents filed on EDGAR and including consent to service of process language within the form.
Thirty-two states and the District of Columbia have adopted intrastate crowdfunding models.
The proposed rule would require the filing of a short form with basic information about the issuer and the offering along with the payment of a filing fee. A consent to service of process is incorporated within the proposed model form.
As an alternative to filing the proposed uniform notice filing form, the proposed model rule permits issuers to file all materials filed with the SEC in connection with the offering, including the Form C, together with a completed consent to service of process on Form U-2. The rule also establishes renewal and amendment requirements for federal crowdfunding offerings.
Comments are due by June 17, 2016.
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