The Exempt-Securities Framework

What this video covers

• The fundamental split between an exempt security (category-wide registration pass) and an exempt transaction (sale-specific pass), and why confusing the two buckets is the exam's favorite trap
• The traditional intrastate offering safe harbor: dual issuer-residence test (incorporation plus principal place of business), in-state sales only, zero out-of-state offers, and the six-month resale lock
• The modernized intrastate offering exemption: principal-place-of-business-only issuer test, permitted out-of-state online offers, and the shared six-month resale lock with its sibling
• Regulation A conditional small-issues exemption: Form 1-A offering statement, SEC qualification (not registration), $20 million Tier 1 ceiling, $75 million Tier 2 (Reg A+) ceiling, and freely tradable shares with no resale lock
• State Blue Sky law application: full state coverage for intrastate paths and Tier 1, federal preemption of state registration for Tier 2 under the National Securities Markets Improvement Act of 1996 (NSMIA) with retained notice-filing, fee, and anti-fraud authority
• The public registration trap: Form S-1 means a registered public offering and immediately disqualifies any exempt-securities answer choice