The Traditional Intrastate Offering Safe Harbor
Chapters in this video
- 0:00 The absolute keep-it-local exemption
- 0:57 Proving issuer residence by entity type
- 2:22 The four doing-business alternatives at 80%
- 3:26 Screening in-state offerees, purchasers, and trusts
- 4:33 Mandatory legends, disclosures, and transfer controls
- 5:55 The 30-day integration cooling-off period
- 6:56 Rapid-fire exam day checklist
What this video covers
- How the issuer-type residence test applies differently to organized entities, unorganized general partnerships, and individuals
- The four doing-business alternatives and why the 80% threshold is precise, not approximate, for revenues, assets, or proceeds
- Why the proceeds route demands both intent and actual use in-state, not intent alone
- How trustee residency for non-entity trusts and beneficial-owner look-through for shell entities determine in-state purchaser eligibility
- Why a mandatory written residency representation cannot by itself establish reasonable belief of in-state status
- The four mandatory issuer precautions: legends, stop-transfer controls, disclosure timing, and written representations
- Why the six-month resale restriction does not restart upon conversion, and how the 30-calendar-day integration safe harbor separates consecutive offerings
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 79 course also includes adaptive practice questions and spaced-repetition flashcards.