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-.08 - Invest Georgia Exemption

Current through Rules and Regulations filed through June 27, 2024
(1) The offer or sale of a security by an
				issuer shall be exempt from the requirements of Article 3 and Section
				 10-5-53 of  the Act, and each individual who represents an issuer in an offer or sale
				shall be exempt from the requirements of Section
				 10-5-30, if the offer or sale is conducted in accordance with each of the following
				requirements:
(a) The issuer of the security
				shall be a for-profit business entity registered with the Secretary of
				State.
(b) The transaction shall
				meet the requirements of the federal exemption for intrastate offerings in
				either:
1. Section 3(a)(11) of the Securities
				Act of 1933,
				 15 U.S.C. §
												77  c(a)(11), and SEC Rule 147,
				 17 C.F.R. 230.147; or
2. Rule 147A,
				 17 C.F.R. 230.147(A).
(c) The sum of all cash
				and other consideration to be received for all sales of the security in
				reliance upon this exemption shall not exceed $5,000,000, less the aggregate
				amount received for all sales of securities by the issuer within the 12 months
				before the first offer or sale made in reliance upon this exemption.
(d) The issuer shall not accept more than
				$10,000 from any single purchaser unless the purchaser is an accredited
				investor as defined by rule 501 of SEC regulation D,
				 17 C.F.R. 230.501.
(e) All funds received from investors shall
				be deposited into a bank or depository institution authorized to do business in
				Georgia, and all the funds shall be used in accordance with representations
				made to investors.
(f) Before an
				offer is made in reliance on this exemption, the issuer shall file a notice
				with the Commissioner in writing or in electronic form. The notice shall
				specify that the issuer is conducting an offering in reliance upon this
				exemption and shall contain the names and addresses of the following persons:
1. The issuer;
2. All persons who will be involved in the
				offer or sale of securities on behalf of the issuer; and
3. The bank or other depository institution
				in which investor funds will be deposited.
(g) The issuer shall not be, either before or
				as a result of the offering, an investment company as defined in section 3 of
				the Investment Company Act of 1940,
				 15 U.S.C. §
											80a-3, or subject to the reporting
				requirements of section 13 or 15(d) of the Securities Exchange Act of 1934,  15 U.S.C. §
											78  m and 78o(d).
(h)
				The issuer shall inform all purchasers that the securities have not been
				registered under the Act and that the securities are subject to the limitation
				on resales contained in either:
1. subsection
				(e) of SEC Rule 147,
				 17 C.F.R. 230.147(e), in the manner
				described in subsection (f) of SEC Rule 147,
				 17 C.F.R. 230.147(f); or
2. (ii) subsection (e) of SEC Rule 147A,
				 17 C.F.R. 230.147A(e), in the manner
				described in subsection (f) of SEC Rule 147A,
				 17 C.F.R. 230.147A(f).