Summary Chart of Exempt Offering Alternatives
Below we provide a summary comparison of various securities exemptions.
Dollar Manner of Issuer and Investor Filing Restriction on Blue Sky
Type of Offering
Limit Offering Requirements Requirement Resale Exemption
No limitation other
than to maintain Issuer and investors must Need to comply
Section 3(a)(11) None. intrastate be resident in state. No None. Securities must rest with state blue sky
character of limitation on number of within the state. laws by registration
offering. investors. or state exemption.
Issuer must be resident in
state, using “principal
place of business” and
jurisdiction of
Limits on resales to
No limitation other organization to determine
persons residing Need to comply
than to maintain residency, and meet at
within the state or with state blue sky
Rule 147 None. intrastate least one “doing business” None.
territory of the laws by registration
character of requirement. Investors
offering for 6 or state exemption.
offering. must be resident in state,
months.
using “principal place of
business” to determine
residency. No limitation
on number of investors.
General Issuer must be resident in
solicitation state, using “principal
permitted, place of business” to
provided that sales determine residency, and Limits on resales to
are made only to meet at least one “doing persons residing Need to comply
residents of the business” requirement. within the state or with state blue sky
Rule 147A None. None.
state or territory in Investors must be territory of the laws by registration
which the issuer is resident in state, using offering for 6 or state exemption.
resident. Offers “principal place of months.
may be made to business” to determine
out-of-state residency. No limitation
residents. on number of investors.
Investors must meet
sophistication and access Need to comply
No general Restricted
None. to information test so as None. with state blue sky
Section 4(a)(2) solicitation or securities.
not to need protection of laws by registration
general advertising.
registration. or state exemption.
No general
solicitation or Restricted unless
general advertising Available to non-
registered in a state
unless registered in reporting companies only File Form D with
requiring use of a
a state requiring that are not investment SEC not later than
substantive
use of a companies or blank check 15 days after first Need to comply
$5 million disclosure
Rule 504 substantive companies. sale. with state blue sky
within prior document or sold
Regulation D disclosure laws by registration
12 months. under state
document or sold Certain “bad actors” are Filing not a or state exemption.
exemption for sale
under state disqualified from condition of the
to accredited
exemption for sales participating in Rule 504 exemption.
investors with
to accredited offerings.
general solicitation.
investors with
general solicitation.
1
Dollar Manner of Issuer and Investor Filing Restriction on Blue Sky
Type of Offering
Limit Offering Requirements Requirement Resale Exemption
Unlimited number of File Form D with
No general No need to comply
accredited investors and SEC not later than
Rule 506(b) solicitation or Restricted with state blue sky
None. 35 non-accredited 15 days after first
general advertising securities. laws.
investors that are sale.
under Rule 506(b).
sophisticated.
Under Rule 506(c), all
purchasers must be
accredited investors.
General solicitation Issuer must take
permitted, provided reasonable steps to verify File Form D with
No need to comply
Rule 506(c) None. that all purchasers accredited investor status. the SEC not later Restricted
with state blue sky
are accredited than 15 days after securities.
laws.
investors. Certain “bad actors” are first sale.
disqualified from
participating in Rule
506(c) offerings.
$20 million
within prior “Testing the waters” File test-the-waters
12 months, Subject to state
permitted before Issuer must be eligible documents, Form
but no more blue sky laws
Tier 1 and after filing issuer. 1- A, any sales
than $6 Not restricted regarding pre-
Regulation A Form 1-A. Sales material and report
million by securities. offering review,
permitted after No investor requirement. of sales and use of
selling filing, and anti-
Form 1-A qualified. proceeds with the
security fraud.
SEC.
holders.
File test-the-waters
$50 million Issuer must be eligible documents, Form
Not subject to state
within the “Testing the issuer. 1- A, any sales
blue sky laws
prior 12 waters” permitted material and report
regarding pre-
months, but before and after No investor requirement; of sales and use of
Tier 2 Not restricted offering review;
no more than filing Form 1-A. however, investors who proceeds with the
Regulation A securities. however, subject to
$15 million Sales permitted are natural persons and SEC.
state blue sky filing
by selling after Form 1-A are not accredited
and anti-fraud
security qualified. investors are subject to Issuer subject to
requirements.
holders. an investment limit. ongoing reporting
requirements.
Securities sold in
Requires the
Up to Issuers that are not an offering are
Offering must be preparation of a No need to comply
Regulation $1 million in reporting companies, not subject to certain
made solely Form C, which with state blue sky
Crowdfunding a 12-month funds, and not subject to transfer restrictions
through a platform. resembles a laws.
period. disqualification. for
Form 1-A.
one year.
