SERIES 79 EXAM STUDY GUIDE 2022 + TEST BANK by The Securities Institute of America

Author:The Securities Institute of America [The Securities Institute of America]
Language: eng
Format: epub
ISBN: 9781937841607
Publisher: Securities Institute
Published: 2021-12-30T19:42:25+00:00

Rule 145 does not cover:

Stock splits

Reverse splits

Changes in par value

It is interesting to note that any shareholder who owns restricted shares at the time the securities are exchanged under Rule 145, will receive newly issued shares subject to the remainder of the restricted period.

Rule 147 Intrastate Offering

Rule 147 allows an issuer to raise an unlimited amount of capital within one state. Because the offering is being made only in one state, it is exempt from registration with the SEC and is subject to the jurisdiction of the state securities administrator. In order to qualify for an exemption from SEC registration, the issue must be organized and have its principal place of business in the state and meet at least one of the following business criteria:

80% of the issuer’s income must be received in that state.

80% of the offering’s proceeds must be used in that state.

80% of the issuer’s assets must be located in that state.

A majority of the issuer’s employees are based in-state.

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