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RULE 504 SEC Rule 504 provides an exemption from registration for limited offerings and sales not exceeding $1 million. Offerings by non-reporting companies (i.e., companies without a class of equity securities registered under the federal Securities Exchange Act of 1934 (the “1934 Act”) and not subject to the reporting requirements of the 1934 Act) of not more than $1 million in a 12-month period are exempt from federal registration under Rule 504, provided that an appropriate federal filing is made. “Blank check” companies (i.e., companies in the development stage with no specific business plan or purpose or a plan to merge with an unidentified company or companies) and investment companies may not rely upon Rule 504. If the sale complies with subsection (b)(1)(i), (ii), or (iii) of Rule 504, the securities sold in a Rule 504 offering are transferable without restriction under federal law. Arizona does not have an exemption that is equivalent to SEC Rule 504. Sales of securities relying on federal Rule 504 for an exemption from federal registration, and complying with Rule 504(b)(1)(i), (ii), or (iii) rely on either Arizona Rule R14-4-140 for an exemption from registration for offerings to accredited investors, or registration in Arizona pursuant to A.R.S. § 44-1902 and R14-4-134 as a “ULOR/SCOR” offering, or some other exemption. If the Rule 504 offering is a private offering, R14-4-126(E), (F), or other applicable exemption may be utilized. Rules: R14-4-140, R14-4-126, R14-4-101, A.R.S. §44-1902, R14-4-134
Links: ULOR Information, All Securities Rules, Regulation D
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