Intrastate Offering Residency Tests

What this video covers

• Why an entity issuer must be both organized in, and have its principal place of business in, the same state, while an unincorporated issuer or individual issuer is tested differently
• How the doing-business test uses four alternative 80% yardsticks (revenue, assets, proceeds, majority employees) and why meeting just one is sufficient
• The critical side-by-side distinction between issuer residency (organization plus principal place of business) and ordinary entity buyer residency (principal place of business alone)
• Why an entity formed for the specific purpose of buying into the offering cannot claim its own address, and must instead pass through to show every beneficial owner is an in-state resident
• How a trust that its home state does not treat as a separate legal entity is resident in each state where any trustee is resident
• Why a signed statement of residency standing alone never supports reasonable belief, and what additional documentation Riley the rep actually needs
• How a single out-of-state offer shatters the safe harbor even if no sale occurs, and what it means that the intrastate exemption is a nonexclusive safe harbor