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61-1-14(2)(q) – Limited Offering Transactional Exemption call the Division at (801) 530-6600

Exemption:

(2) The following transactions are exempted from Sections 61-1-7 and 61-1-15:

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(q) subject to Subsection (7), a transaction pursuant to an offer to sell securities of an issuer if:

(i) the transaction is part of an issue in which there are not more than 15 purchasers in this state, other than those designated in Subsection (2)(h), during any 12 consecutive months;

(ii) no general solicitation or general advertising is used in connection with the offer to sell or sale of the securities;

iii) no commission or other similar compensation is given, directly or indirectly, to a person other than a broker-dealer or agent licensed under this chapter, for soliciting a prospective purchaser in this state;

(iv) the seller reasonably believes that all the purchasers in this state are purchasing for investment; and

(v) the transaction is part of an aggregate offering that does not exceed $1,000,000, or a greater amount as prescribed by a division rule, during any 12 consecutive months;

Division Interpretive Commentary:

This is the simplest exemption for a small offering if the issuer can meet each of the restrictions. No filing is required to be made, however, an issuer may seek confirmation if they wish. Issuers should note that, pursuant to section 61-1-14(7), the division may (a) withdraw or further condition the exemption described in Subsection (2)(q), or (b) waive one or more of the conditions described in Subsection (2)(q).

Waivers -If an issuer wants to seek a waiver of one or more of the conditions, a filing is required.  A waiver request should include a description of the offering to be made, a request to waive one or more of the conditions, the reasons for the waiver request, and a $60.00 filing fee. 

The Division issues waivers sparingly and limits them to small deviations.  The Division has never waived the restrictions on general solicitations, commissions or investment intent.  Furthermore, the Division will not waive a condition after the fact.   It would be wise to discuss the probability of receiving a waiver with a securities examiner prior to requesting the waiver.