General Information

Under the Securities Act of 1933, the offer and sale of securities must be registered unless an exemption from registration is available. Regulation A is an exemption from federal registration of a securities offering. The Securities and Exchange Commission (“SEC”) adopted rules to expand and clarify the Regulation A exemptions on March 25, 2015. The rules separated Regulation A offerings into two tiers: Tier 1 and Tier 2. The differences between the two Tiers relate to the offering amount, investor limitations, issuer eligibility, disclosure requirements, ongoing reporting requirements, among other items. The SEC Compliance Guide is intended to assist issuers and counsel in understanding the requirements related to Regulation A offerings. The offer and sale of securities is a complex venture and anyone seeking to issue securities should consult legal counsel prior to conducting an offering.

Regulation A Tier 1

Offerings under Regulation A Tier 1 permit an issuer to raise up to twenty million dollars ($20,000,000) in a twelve (12) month period. Under Regulation A Tier 1, the issuer may “test the waters” and generally solicit investors prior to effectiveness of an offering, provided that federal regulations are met. In addition to the federal law requirements, issuers must comply with the Indiana Code and Indiana Administrative Code. States are not preempted in their review of Tier 1 offerings, and Indiana conducts a merit review of securities offered under Regulation A Tier 1. For issuers that are engaging in Regulation A Tier 1 offerings across multiple states, the Coordinated Review program created by the North American Securities Administrators Association (“NASAA”) is an appropriate avenue for registering a Regulation A Tier 1 offering. The Coordinated Review program streamlines the process for Regulation A Tier 1 offerings across multiple states. To ensure full compliance with any applicable federal or state law, anyone seeking to issue securities under this exemption should consult the applicable laws and legal counsel.

Regulation A Tier 2

Offerings under Regulation A Tier 2 permit an issuer to raise up to fifty million dollars ($50,000,000) in a twelve (12) month period. Under Regulation A Tier 2, issuers may “test the waters” and generally solicit investors prior to effectiveness of an offering, provided that federal regulations are met. States are preempted from reviewing offerings that are qualified as exempt under Regulation A Tier 2, however states can impose filing and fee requirements on issuers, as well as investigate fraud related to the offering. To ensure full compliance with any applicable federal or state law, anyone seeking to issue securities under this exemption should consult the applicable laws and legal counsel.

Requirements
Regulation A Tier 1
Regulation A Tier 2
  • Regulation A Tier 2 offerings are submitted on the Indiana Securities Portal.
  • There is no filing fee associated with Regulation A Tier 2 offerings.
  • The issuer must submit the Uniform Notice Filing of Regulation A - Tier 2 Offering to the Division at least twenty-one (21) calendar days prior to the first sale in Indiana pursuant to Ind. Code § 23-19-2-2(29).
  • Once the SEC issues its notice of qualification for a Regulation A Tier 2 offering, and the issuer has filed the required notice in Indiana, the offering will become effective in Indiana.
  • The offering will remain effective for twelve (12) months unless terminated or a stop order is issued.
  • Issuers may renew offerings by filing the Uniform Notice Filing of Regulation A - Tier 2 Offering prior to expiration of the offering and marking it as a renewal.
Relevant Law

Indiana Code [23-19]
Indiana Administrative Code [710 IAC 4]
Compliance Alert: Indiana Securities Division Response to the COVID-19 Outbreak [March 24, 2020]

Helpful Resources

NASAA
NASAA Coordinated Review
Regulation A
Regulation A Offering Statement [Form 1-A]
SEC Compliance Guide
SEC Regulation A Information
Securities Act of 1933
Uniform Application to Register Securities [Form U-1]
Uniform Consent to Service of Process [Form U-2]
Uniform Notice Filing of Regulation A - Tier 2 Offering

Division Personnel

Connor Skelly
Registrations Attorney
cskelly@sos.in.gov
317-234-2026