10
T H E P R I M E R U S P A R A D I G M
Section 3(a)(11)
Section 4(a)(2)
Regulation D
Regulation A+
Intrastate offering Private placement Rule 504
Rule 505
Rule 506(b)
Rule 506(c)
Tier1
Tier 2
Offering limit
No cap.
No cap.
$1M within
$5M within
No cap.
No cap.
Up to $20M,
Up to $50M,
prior 12 months.
prior 12 months.
within prior
within prior
12
months,
but
12
months,
but
no
more
than
no
more
than
$6M
by
selling
$15M
by
selling
securityholders.
securityholders.
Manner of
No limitation
No general
No general
No general
No general
No restriction
"Testing the waters" permitted before
offering
other than to
solicitation
solicitation
solicitation
solicitation
on general
a nd after filing Form 1-A. Sales permitted
maintain
or general
or general
or general
or general
solicitation,
after Form 1-A qualified.
intrastate
advertising.
advertising
advertising.
advertising.
if all purchasers
character of
unless
are accredited.
No restriction on general solicitation.
offering.
registered
in a state
requiring
use of a
substantive
disclosure
document
or sold under
state
exemption
for sales to
accredited
investors
with
general solicitation.
Issuer and/or
All issuers and
All issuers and
None.
Unlimited
Unlimited
All purchasers
None.
Unaccredited
investor
investors must be
investors must
accredited
accredited
have to be
investors can
requirements
resident in state.
meet sophistication
investors and
investors and
accredited.
only invest up to
and access to
up to 35
up to 35
10 percent of
information
test.
unaccredited
unaccredited
annual
income
investors.
investors.
or
net
worth.
SEC filing
None.
None.
Form D.
Form 1-A, which must be reviewed and
requirements
qualified
by
the
SEC.
File
test-the-waters
documents,
any
sales
material and report of sales and use of
proceeds
with
the
SEC.
State (blue sky)
Blue sky
Blue sky
Blue sky
Blue sky
Covered
Covered
Blue sky
Covered
requirements
law compliance
law compliance
law compliance
law compliance
Securities under
Securities under
law compliance
Securities under
required.
required.
required.
required.
Section 18 of the
Section 18 of the
required,
Section 18 of the
Securities
Act,
Securities
Act,
NASAA
coordinate
Securities
Act,
subject only
subject only
review process
subject only
to notice filing
to notice filing
available.
to notice filing
and
anti-fraud
and
anti-fraud
and
anti-fraud
authority.
authority.
authority.
Ongoing reporting
No.
No.
No.
No.
No.
No.
No.
Yes.
(annual audit/
financial reports)
Resale
Rests
within
Restricted. Restricted, Restricted. Restricted. Restricted. Restricted. Not
restricted.
the state
unless registered
(generally a
in a state
one-year period
requiring use
for resales
of a substantive
within state).
disclosure or
sold under state
exemption
for sale to
accredited
investors
with
general
solicitation.