Mississippi Administrative Code › Title 1 - Secretary of State › Part 14 - Securities Regulation › Chapter 7 - EXEMPTIONS › Rule 1-14-7.21 - Invest Mississippi Crowdfunding Intrastate Exemption

Current through June 25, 2024
By authority delegated to the Secretary of State in Section
				  75-71-203 of the Act, the Division
				  has adopted an exemption from the registration requirements of the Act for any
				  offer or sale of securities offered or sold in compliance with Section 3(a)(11)
				  of the Securities Act of 1933,
				  15 U.S.C. §
										77c(a)(11), and SEC Rule
				  147, 17 C.F.R. §
										230.147, or such federal laws as are enacted
				  or rules that are adopted by the SEC that govern intrastate internet
				  crowdfunding offerings and any amendments thereto, which also satisfy the
				  further conditions and limitations set forth in this Rule below.
A.
Definitions
. The
				following terms, as used in this Rule, shall have the meaning ascribed to them
				below unless the context requires otherwise:
1.
Accredited Investor
is
				defined in 17 C.F.R. §
											230.501(a), as currently
				enacted or as amended, and a non-accredited investor means an investor who does
				not meet the definition of an accredited investor.
2.
Annual Income
means:
a. For individuals, income is determined as
				the sum of the individual's:
i. Wages,
				salaries, commissions, bonuses, and tips from all jobs before deductions for
				taxes, dues or other items;
ii.
				Self-employment net income (after business expenses);
iii. Retirement pensions from companies and
				unions; federal, state, and local governments; and the U.S. military;
iv. Monthly income from annuities, IRAs, or
				Keogh retirement plans;
v.
				Interest, dividends, and rental income; and
vi. Partner, shareholder, and beneficiary
				income as reported to the Internal Revenue Service on Schedule K-1 (Form 1065)
				(a reported loss on Schedule K-1 is counted against the sum of
				income).
b. For
				entities, income is determined as the revenue in excess of expenses, including
				depreciation, determined before taxes and as filed with the Mississippi
				Department of Revenue or the Internal Revenue Service on the entity's last tax
				return.
3.
Bank
means a depository institution that is organized or chartered
				under the laws of this state or of the United States, is authorized to do
				business in this state, and is located in this state. For the purposes of this
				Rule, a credit union is included in the definition of bank.
4.
IMC Form
means the document,
				as adopted by the Division, entitled "Invest Mississippi Crowdfunding
				Form."
5.
Intermediary
means a person that is registered with the Divisionpursuant to this Rule to be
				an intermediary who has been or will be retained by the issuer in conducting
				the offering and sales of securities through an internet website. An
				intermediary can be a broker-dealer or agent that is registered with the
				Division or a bank or an intermediary funding portal.
6.
Intermediary Funding Portal
is a person operating an internet website that is not a bank, broker-dealer, or
				agent registered under the Act.
7.
Intermediary Registration Form
means the document, as adopted by
				the Division, entitled "Invest Mississippi Crowdfunding Intermediary
				Registration Form." A person registering as an intermediary pursuant to this
				Rule must select on the form whether registering as a bank, broker-dealer, or
				intermediary funding portal.
8.
Issuer
means a limited liability company or business corporation
				formed under the laws of this state that seeks to conduct an offering of
				securities in reliance on the exemption provided in this Rule.
9.
Minimum Target Offering
				Amount
means fifty percent (50%) of the total offering amount of an
				offering made by the issuer in reliance on the exemption provided in this Rule
				which amount shall be set out on the IMC Form.
10.
Net Worth
means the amount
				by which an investor's assets exceed liabilities, excluding the investor's
				primary residence, as defined in
				17 C.F.R. §
											230.501(a)(5)(i).
11.
Offering Deadline
means the
				date stated in the IMC Form by which the sum of the offering proceeds held in
				escrow will equal the minimum target offering amount or investors may request a
				refund of their investment.
12.
Qualified Purchaser
is defined in Section 2(a)(51) of the
				Investment Company Act of 1940, as currently enacted or as amended.