SEC Addresses the Intrastate Crowdfunding Exemption

Going Public Lawyers
Securities Law Blog

On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Act”).  Rule 147 of the Securities Act is known as the intrastate exemption. It provides an exemption from the registration statement requirements for issuers conducting an intrastate offering that satisfies certain conditions including that sales may only be made to residents of the same state as the issuer.

These conditions include that general advertising and general solicitation be allowed only within the issuer’s state.

In its new guidance, the SEC indicates that using an established internet presence to issue information about specific investment opportunities would likely involve offers to residents outside the state in which the issuer does business.

The SEC provided guidance for issuer’s using the internet for their intrastate offerings in an update to Question 141.05 published in April of 2014. Issuers should:

• limit offers to persons whose IP address originates from a particular state or territory; and

• take steps to prevent offers and sales to persons whose IP address originates in other states,

Issuers should also use legends that conspicuously state that the offering is limited to residents of the issuer’s state under applicable law.

More information about the Rule 147 exemption can be found here.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit   This securities law blog post 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 advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855