(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:
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.