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When Can I Offer A Security Without Registering The Transaction With The Securities Division? Unless an exemption from registration applies, you must register securities before you even offer them to anyone. “Offer” is a broad concept. Essentially, you are making an offer any time you are providing someone with information in order to generate an interest in buying. You may not intend to make a sale at the time, but by providing the information, you may be making an offer. Certain types of securities and certain types of securities transactions are exempt from registration requirements. These exemptions typically are based on the quality of the issuer or other types of factors that offer protection to the investors so that the protection afforded through the registration process is not necessary. The exemptions provided by the Securities Act are listed at A.R.S. § 44-1843 and § 44-1844. The Corporation Commission also has adopted rules that provide exemptions from registration, such as A.A.C. R14-4-101, R14-4-102, R14-4-126, and R14-4-140. For a discussion of the exemptions most commonly relied upon to raise capital, see Raising Capital. The information provided on this web site is not comprehensive, is not offered as legal advice, and is not a substitute for competent legal counsel. The Securities Division recommends that you consult with a securities attorney. |
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