Regulation A-Plus Limited Public Offerings under Securities Act Section 3(b)(2)


Summary

“Regulation A-Plus” is a characterization commonly applied to the congressionally mandated expansion of Regulation A of the Securities Act of 1933, as amended, (the “Securities Act”) to increase the maximum permitted offering amount from $5 million to $50 million, and for a modernized regulatory structure established by U.S. Securities and Exchange Commission (the “SEC”) rules pursuant to Section 3(b)(2) (15 USCS 77c) of the Securities Act, added by the Jumpstart Our Business Startups Act (the “JOBS Act”) (112 P.L. 106). SEC rules provide for two tiers of offerings under updated and expanded Regulation A: Tier 1, for offerings of securities up to $20 million in a 12–month period; and Tier 2, for offerings up to $50 million in a 12–month period. Certain basic requirements are applicable to both Tiers, although for Tier 2 offerings there are additional disclosure and ongoing reporting requirements. Distinctions between the two include investment limitations and the application of state...