17 C.F.R. § 230.252

Offering statement

Read at: eCFRecfr.gov CornellLII GovInfogovinfo.gov CasesGoogle Scholar

(a) Documents to be included. The offering statement consists of the contents required by Form 1-A (§ 239.90 of this chapter) and any other material information necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

(b) Paper, printing, language and pagination. Except as otherwise specified in this rule, the requirements for offering statements are the same as those specified in Rule 403 (§ 230.403) for registration statements under the Act. No fee is payable to the Commission upon either the submission or filing of an offering statement on Form 1-A, or any amendment to an offering statement.

(c) Signatures. The issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its board of directors or other governing body, must sign the offering statement in the manner prescribed by Form 1-A. If a signature is by a person on behalf of any other person, evidence of authority to sign must be filed, except where an executive officer signs for the issuer.

(d) Non-public submission. An issuer whose securities have not been previously sold pursuant to a qualified offering statement under this Regulation A or an effective registration statement under the Securities Act may submit a draft offering statement to the Commission for non-public review by the staff of the Commission before public filing, provided that the offering statement shall not be qualified less than 21 calendar days after the public filing with the Commission of:

(1) The initial non-public submission;

(2) All non-public amendments; and

(3) All non-public correspondence submitted by or on behalf of the issuer to the Commission staff regarding such submissions (subject to any separately approved confidential treatment request under Rule 251(e) (§ 230.251(e)).

(e) Qualification. An offering statement and any amendment thereto can be qualified only at such date and time as the Commission may determine.

(f) Amendments. (1)(i) Amendments to an offering statement must be signed and filed with the Commission in the same manner as the initial filing. Amendments to an offering statement must be filed under cover of Form 1-A and must be numbered consecutively in the order in which filed.

(ii) Every amendment that includes amended audited financial statements must include the consent of the certifying accountant to the use of such accountant's certification in connection with the amended financial statements in the offering statement or offering circular and to being named as having audited such financial statements.

(iii) Amendments solely relating to Part III of Form 1-A must comply with the requirements of paragraph (f)(1)(i) of this section, except that such amendments may be limited to Part I of Form 1-A, an explanatory note, and all of the information required by Part III of Form 1-A.

(2) Post-qualification amendments must be filed in the following circumstances for ongoing offerings:

(i) At least every 12 months after the qualification date to include the financial statements that would be required by Form 1-A as of such date; or

(ii) To reflect any facts or events arising after the qualification date of the offering statement (or the most recent post-qualification amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the offering statement.

[80 FR 21895, Apr. 20, 2015]

Notes of Decisions

Cited in 9 cases (1 in the last 5 years), 1959–2022 · leading case: Lindeen v. Securities & Exchange Commission

Sort: Relevance Newest Treatment

Lindeen v. Securities & Exchange Commission (2016) cadc “17 C.F.R. §§ 230.252 -.253. To further protect investors, Regulation A forbade any securities sale until SEC staff “qualified” the issuing company’s offering statement; moreover, Regulation A obligated the issuing company to deliver an offering circular to investors before…”

Fed. Sec. L. Rep. P 95,441 Securities and Exchange Commission v. Geon Industries, Inc., Frank Bloom and Edwards & Hanly (1976) ca2 “While the SEC can lift or waive the latter disabilities, 17 C.F.R. § 230.252 and Investment Company Act § 9(c), there is no assurance that — or when — this would occur.”

Columbia General Investment Corporation v. Securities and Exchange Commission (1959) ca5 · cites it 2× “Since the investing public is not assured the public disclosure from a registration, SEC by its Rule 252(c), 17 C.F.R. § 230.252 (c) (1958 Supp.), denies Regulation A exemption with respect to a proposed issue which has been, within the past five years, the subject of a section…”

Demarco v. Edens (1968) ca2 “See 17 C.F.R. § 230.252 (d), (e), and Notification Form 1-A, set out at 1 CCH Fed.”

Marks v. Lainoff (1979) nysd “g„ Rule 252(d)(2), Securities Act of 1933, 17 C.F.R. § 230.252 (d)(2).”

Peoples Securities Co. v. Securities & Exchange Commission (1961) ca5 “In Columbia this Court also observed that under Rule 253(c) of Regulation A, 17 C.F.R. § 230.252 (c) (Supp.1958), adopted after Jones, the issuance of a stop order bars for five years the use of the $300,000 exemption from registration requirements.”

LUIS PINO V. CARDONE CAPITAL, LLC (2022) ca9 “17 C.F.R. §§ 230.252 , 230.255. Regulation A provides that the SEC “does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation…”

Olsen & Co. v. Securities & Exchange Commission (1982) utd · cites it 2× “Plaintiff, a securities broker-dealer, seeks a declaratory judgment that Rule 252(e)(1) under Regulation A of the Securities Act of 1933, 17 C.F.R. § 230.252 (e)(1), violates due process under the Fifth Amendment of the United States Constitution.”

Vincent Demarco, Belle Pomerantz and Mary Roth, on Behalf of Themselves and All Others Similarly Situated v. Robert B. E (1968) ca2 “See 17 C.F.R. 230.252(d), (e), and Notification Form 1-A, set out at 1 CCH Fed.”

— 17 C.F.R. § 230.252(c) — 1 case

Columbia General Investment Corporation v. Securities and Exchange Commission (1959) ca5 “Since the investing public is not assured the public disclosure from a registration, SEC by its Rule 252(c), 17 C.F.R. § 230.252 (c) (1958 Supp.), denies Regulation A exemption with respect to a proposed issue which has been, within the past five years, the subject of a section…”

— 17 C.F.R. § 230.252(d) — 1 case

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.