1 Federal Securities Act of 1933 § 3.13


Summary

  • [1] Introduction

    Rule 147A, a standalone exemption from Securities Act registration requirements, was adopted by the SEC pursuant to general exemptive authority granted by Section 28 of the Securities Act of 1933.1Link to the text of the note As a standalone exemption, Rule 147A is not subject to the statutory limitations of Section 3(a)(11) of the Securities Act. However, most of the elements of the Rule 147 safe harbor, as amended in October 2016, and the Rule 147A exemption, are substantively the same. Both the amended Rule 147 and the separate Rule 147A exemption include the following provisions:

    • •A requirement that the issuer satisfy at least one “doing business” in-state requirement;
    • •A “reasonable belief” standard for issuers to rely on in determining the residence of the purchaser at the time of the sale of securities;
    • •A requirement that issuers obtain a written representation from each purchaser as to his or her residency;
    • •The residence of a non-natural purchaser, such as a corporation, ...