What is “integration” and why does it matter?

Why does integration matter?

If a company attempts to structure multiple offerings

with different limitations and conditions, but those 

offerings are assessed as one integrated offering, the 

integrated offering may fail to meet all the applicable 

limitations and conditions. 

If that happens, the offering may not have been 

conducted in compliance with federal securities laws. 

Companies and their leadership can face penalties 

and other consequences if they do not comply with 

securities laws.

How can you prevent your offerings from being integrated?

Determining whether multiple offerings may be considered integrated depends on the particular facts 

and circumstances of those offerings. Companies should carefully consider whether each offering 

complies with the registration requirements of the Securities Act, or that an exemption from registration 

is available for the particular offering.

In addition, there are four non-exclusive safe harbors from integration that, if satisfied, will generally 

result in the offerings not being integrated:

Offering 1

terminated 

or completed

30 Days or More

Offering 2

begins

However, if Offering 1 allows general solicitation, the company 

must reasonably believe that either

• the company did not solicit any investor in Offering 2

via the general solicitation used in Offering 1 or

• the company established a substantive relationship

with each such investor prior to Offering 2

Offering 1

terminated 

or completed

Prior to

Registration 

statement 

filed for 

Offering 2

If Offering 1

• did not permit general solicitation

• permitted general solicitation but was only made to

qualified institutional buyers or institutional accredited

investors or

• was terminated or completed 30 days or more prior to

Offering 2

Offering 1

terminated 

or completed

Prior to

Offering 2 begins 

and permits 

general 

solicitation

Offerings made in compliance with

Rule 701 Employee 

Benefit Plans

—OR—

Regulation S

Offshore Offerings

Learn more about the integration safe harbors.

Have suggestions on additional educational resources? Email smallbusiness@sec.gov.

The integration rules can be complex and this presentation is just a summary. This resource represents the views of the staff of the Office of the 

Advocate for Small Business Capital Formation. It is not a rule, regulation, or statement of the Securities and Exchange Commission (“Commission”). 

The Commission has neither approved nor disapproved its content. This resource, like all staff statements, has no legal force or effect: it does not alter 

or amend applicable law, and it creates no new or additional obligations for any person. This resource does not provide legal advice. This resource was 

produced and disseminated at U.S. taxpayer expense. 

What is integration?

Many businesses raise capital by selling securities in 

registered offerings or in exempt offerings. Many 

offerings have limitations and conditions on their use, 

such as the amount a company may raise over a 

12-month period or how and when the company may

reach out to investors.

If a company offers or sells securities in reliance on 

different offering pathways in parallel or in close time 

proximity to one another, questions can arise as to 

whether the offerings should be viewed as one 

“integrated” offering for purposes of analyzing whether 

the offering complied with securities laws.