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General Registration Securities sold or offered for sale within or from Arizona must be registered with the Securities Division of the Arizona Corporation Commission or be subject to an exemption from such registration. [See A.R.S. § 44-1841] Registration or an exemption therefrom must also occur on the federal level and in any other state in which the issuer wants to offer the securities. Many state exemptions correspond with federal exemptions, but the requirements of state exemptions are not necessarily identical to those of federal exemptions. If an issuer does not register the offering, failure to meet the requirements of an exemption results in an unregistered offering and the accompanying penalties and liabilities, including potential criminal liability. The following exemptions are commonly used by issuers offering securities for the purpose of raising capital in Arizona: Rule 14-4-126 – Limited Offerings [Arizona equivalent to SEC Regulation D] Rule 14-4-140 - Accredited Investor Public Offering Exemption [See A.R.S. § 44-1843 (Exempt Securities); 44-1843.01 (Non-Exempt Government Securities); 44-1844 (Exempt Transactions); R14-4-101 (Exempt transactions – Existing stockholders and/or employees); and R14-4-102 (Exempt transactions – Restricted public offering)] If an issuer cannot or elects not to meet the requirements to qualify for an exemption from registration for its offering of securities, the issuer must register the offering prior to making any sales or offers for sale in Arizona. Registration by Qualification: General Registration provisions [See A.R.S. §§ 44-1891 through 44-1900] Registration by Description: Offerings of securities that meet the criteria of A.R.S. §§ 44-1871 through 44-1878 ULOR/SCOR: Registration of small offerings (currently less than $1,000,000) (Such offerings utilize Rule 504 at federal level) [See A.R.S. § 44-1902 and R14-4-134] Regulation A: Offerings of $5,000,000 pursuant to Federal Regulation A Coordinated Equity Review: Coordinated Review Program for equity offerings Western Regional Review: Regional Review Program for ULOR/SCOR & Regulation A Offerings Mutual Funds: Notice filing provisions for mutual funds & unit investment trusts
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