Section 9-5 - Federal Crowdfunding Offerings The following provisions apply to offerings made under federal Regulation Crowdfunding ( 17 CFR § 227 ) and Sections 4(a)(6) and 18(b)(4)(C) of the Securities Act of 1933:
(a) Initial filing. - (i) An issuer that offers and sells securities in this state in an offering exempt under federal Regulation Crowdfunding, and that either (1) has its principal place of business in this state or (2) sells 50% or greater of the aggregate amount of the offering to residents of this state, shall file the following with the Secretary of State:
- (A) A completed Uniform Notice of Federal Crowdfunding form or copies of all documents filed with the Securities and Exchange Commission;
- (B) A consent to service of process on Form U-2 if not filing on the Uniform Notice of Federal Crowdfunding Offering form; and
- (C) A filing fee of $200.
- (ii) If the issuer has its principal place of business in this state, the filing required under paragraph (a) shall be filed with the Secretary of State when the issuer makes its initial SEC Form C filing concerning the offering with the Securities and Exchange Commission.
- (iii) If the issuer does not have its principal place of business in this state, but residents of this state have purchased 50% or greater of the aggregate amount of the offering, the filing required under paragraph (a) shall:
- (A) be filed when the issuer becomes aware that such purchases have met this threshold and;
- (B) be filed no later than thirty (30) days from the date of completion of the offering.
- (iv) The initial notice filing is effective for twelve (12) months from the date of the filing with the Secretary of State.
(b) Renewal. For each additional twelve-month period in which the same offering is continued, an issuer conducting an offering under federal Regulation Crowdfunding may renew the unsold portion of its notice filing by filing the following on or before the expiration of the notice filing: - (i) A completed Uniform Notice of Federal Crowdfunding Offering Form, Form U-CF, marked "renewal" and/or a cover letter or other document requesting renewal; and
- (ii) A renewal fee of $200.
(c) Amendment. An issuer may increase the amount of securities offered in this state by submitting a completed Uniform Notice of Federal Crowdfunding Offering form marked "amendment" or other document describing the transaction.
Adopted, Eff. 10/27/2017.