NASAA Requests Comment on Regulation A Offerings

Regulation A Attorney
Securities Lawyer 101 Blog

On October 30, 2013, the Board of Directors of the North American Securities Administrators Association, Inc. (NASAA) released materials for public comment the about a new proposed coordinated review program for offerings exempt from registration federally under Section 3(b)(2) of the Securities Act of 1933.

Section 3(b)(2) of the Securities Act was enacted as part of the Jumpstart Our Business Startups Act (the “JOBS Act”) and has been otherwise referred to as “Regulation A+.” Section 3(b)(2) provides an exemption from federal registration statement requirements for public offerings of securities of up to $50 million.

The Act provides for preemption of state registration requirements only where the securities offered are listed on a national securities exchange or offered or sold to qualified purchasers.

NASAA anticipates that many Section 3(b)(2) offerings will be required to be registered in the states where the offerings will be made. The members of the Small Business/Limited Offerings Project Group have designed a coordinated review program for Section 3(b)(2) offerings to maximize efficiency and coordination among state blue sky laws.

The public comment period will remain open until November 30, 2013.

The request for public comment can be viewed here.

For further information about this blog post, please visit or contact Brenda Hamilton, Securities Attorney at [email protected] or 561-416-8956. This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTCMarkets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings please contact Hamilton and Associates Securities Lawyers. Please note that the prior results discussed herein do not guarantee similar outcomes.

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