Compilation of Rules and Regulations of the State of Georgia › Department 590 - RULES OF OFFICE OF SECRETARY OF STATE › Chapter 590-4 - COMMISSIONER OF SECURITIES › Subject 590-4-2 - EXEMPTIONS › Rule 590-4-2-.03 - Georgia Uniform Limited Offering Exemption

Current through Rules and Regulations filed through June 27, 2024
(1) Pursuant to the authority delegated to
				the Commissioner by Section
				 10-5-12 of  the Act, any offer or sale of securities offered or sold in compliance with
				SEC Rule 505 adopted pursuant to the Securities Act of 1933, including those
				exempt by application of Rule 508 under the Securities Act of 1933, that is
				made in accordance with the conditions and limitations set forth below, is
				determined to be exempt from the registration provisions of Section
				 10-5-20 of  the Act if:
(a) No commission, fee, or
				other remuneration is paid or given, directly or indirectly, to any
				broker-dealer for soliciting any prospective purchaser in this State unless the
				broker-dealer is appropriately registered under the Act. It is a defense to a
				violation of this subsection if the issuer sustains the burden of proof that
				the issuer did not know and in the exercise of reasonable care could not have
				known that the person who received a commission, fee, or other remuneration was
				not properly registered;
(b) The
				issuer shall file with the Commissioner no later than fifteen (15) Business
				Days after the receipt of consideration or the delivery of a subscription
				agreement by an investor in this State that is the result of any offer made in
				reliance upon this exemption:
1. A copy of the
				most recently filed Form D as filed with the SEC, and
2. A non-refundable filing fee of
				$250.00.
(c) In all
				sales to investors, other than Accredited Investors, in this State, one (1) of
				the following conditions must be satisfied or the issuer and any person acting
				on its behalf shall have reasonable grounds to believe, and after making
				reasonable inquiry shall believe, that one (1) of the following conditions is
				satisfied:
1. The investment is suitable for
				the purchaser upon the basis of facts, if any, disclosed by the purchaser as to
				the purchaser's other security holdings, financial situation, and needs. For
				purposes of this condition only, it may be presumed that, if the investment
				does not exceed ten percent (10%) of the investor's net worth, it is suitable;
				or
2. The purchaser, either alone
				or with his or her Purchaser Representative or representatives, has the
				knowledge and experience in financial and business matters that he or she is
				capable of evaluating the merits and risks of the prospective
				investment.
(d) A
				failure to comply with a term, condition, or requirement of subdivisions (a),
				(b) or (c) will not result in loss of the exemption from the requirements of
				Section
				 10-5-20 of  the Act for any offer or sale to a particular individual or entity if the
				person relying on the exemption shows:
1. The
				failure to comply did not pertain to a term, condition, or requirement directly
				intended to protect that particular individual or entity;
2. The failure to comply was insignificant
				with respect to the Offering as a whole; and
3. A good faith and reasonable attempt was
				made to comply with all applicable terms, conditions, and requirements of
				subdivisions (a), (b), and (c).
(e) The Commissioner, at his or her
				discretion, may waive one or more conditions of this Rule if the Commissioner
				determines, upon a showing of good cause, that it is not necessary under the
				circumstances.