State offering resources — educational, not legal advice

Rule 506(b) and Rule 506(c) (Regulation D) and Regulation A are federal exemptions, set by the SEC. They are not state offerings. A state offering is one made under a state's own exemption, such as Florida's section 517.0611 (Limited Offering) or section 517.0612 (Invest Local), to that state's residents. What follows is only the part state law plays. The federal rules themselves are on Federal Offering Resources.

Securities sold under Rule 506, a federal exemption, are covered securities, so states generally cannot impose their own registration. What they can still require is a notice filing and a fee, usually a copy of the federal Form D, and they retain their antifraud authority in full.

Most states take that notice through NASAA's electronic filing system. Which states, when, and at what fee depends on where your purchasers are — which is a question about your investor list, so it is answered late in the process and often more than once.

Regulation A is a federal exemption. A Tier 2 Regulation A offering preempts state registration for qualified purchasers, but states may still require notice filings. A Tier 1 offering does not get that preemption and is reviewed by the states where you offer — which is where the coordinated review process and the blue-sky budget come in.

Rule 147 (a federal safe harbor under section 3(a)(11) of the Securities Act) and Rule 147A (a stand-alone federal exemption) are the federal rules a state intrastate offering relies on; the offering itself is made under the state's own exemption. Rule 147A is a federal exemption for an intrastate offering. It permits offers to be seen outside the state, and it permits sales only to residents of the company's own state. It does not itself register anything: in Florida the offering also relies on the state's own exemption, section 517.0611 (Limited Offering) or section 517.0612 (Invest Local).

For a Florida Limited Offering (s. 517.0611), the company files Form FLO with the OFR, with a $200 fee, at least 10 days before the offering starts or is shown on an intermediary's website; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. For Invest Local (s. 517.0612), the company files Form OFR-FILE at least 5 business days before the offering starts; no intermediary is required.

Florida companies can conduct Invest Local (s. 517.0612) and Limited Offering (s. 517.0611) raises on StateCF.com. Invest Local does not require an intermediary; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. That is StateCF, not this software.