Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 7 - Private Offering Exemptions › Section XIII-703 - Uniform Limited Offering Exemption

Current through Register Vol. 50, No. 6, June 20, 2024
A. By authority delegated to the commissioner
				  in
				  R.S.
				  51:709(15) to promulgate
				  rules thereunder, a transaction described in Subsection B is determined to be
				  exempt from the registration provisions of
				  R.S.
				  51:705.
B. Any offer or sale of securities offered or
				  sold in compliance with the Securities Act of 1933, Regulation D, Rules 230.
				  501-503 and 230.507-508, and any one of 230.505, or 230.506, as made effective
				  in Release No. 33-6389 and as amended in Release Nos. 33-6437, 33-6663, 33-6758
				  and 33-6825 and as may be hereafter amended from time-to-time, and which
				  satisfies the following further conditions and limitations.
1. No commission, fee or other remuneration
				  shall be paid or given, directly or indirectly, to any person for soliciting
				  any prospective purchaser in this state unless such person is appropriately
				  registered in this state. It is a defense to a violation of this Paragraph B.1
				  if the issuer sustains the burden of proof to establish that it 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 appropriately
				  registered in this state.
2. No
				  exemption under this Section shall be available for the securities of any
				  issuer if any of the parties described in Securities Act of 1933, Regulation A,
				  Rule 230.252 Sections (c), (d), (e) or (f):
a.
				  has filed a registration statement which is the subject of a currently
				  effective registration stop order entered pursuant to any state's securities
				  law within five years prior to the filing of the notice required under this
				  exemption;
b. has been convicted
				  within five years prior to the filing of the notice required under this Section
				  of any felony or misdemeanor in connection with the offer, purchase or sale of
				  any security or any felony involving fraud or deceit, including but not limited
				  to forgery, embezzlement, obtaining money under false pretenses, larceny or
				  conspiracy to defraud;
c. is
				  currently subject to any state administrative enforcement order or judgment
				  entered by the state securities administrator within five years prior to the
				  filing of the notice required under this Section or is subject to any state's
				  administrative enforcement order judgment in which fraud or deceit, including
				  but not limited to making untrue statements of material facts and omitting to
				  state material facts, was found and the order or judgment was entered within
				  five years prior to the filing of the notice required under this
				  exemption;
d. is subject to any
				  state's administrative enforcement order or judgment which prohibits, denies or
				  revokes the use of any exemption from registration in connection with the
				  offer, purchase or sale of securities;
e. is currently subject to any order,
				  judgment, or decree of any court of competent jurisdiction temporarily or
				  preliminarily restraining or enjoining such party from engaging in or
				  continuing any conduct or practice in connection with the purchase or sale of
				  any security or involving the making of false filing with the state entered
				  within five years prior to the filing of the notice required under this
				  Section:
i. the prohibitions of Subparagraphs
				  2.a-c and e above shall not apply if the person subject to the disqualification
				  is duly licensed or registered to conduct securities-related business in the
				  state in which the administrative order or judgment was entered against such
				  person or if the broker/dealer employing such party is licensed or registered
				  in this stale and the Form B-D filed with this state discloses the order,
				  conviction, judgment or decree relating to such person. No person disqualified
				  under this Paragraph 2 may act in a capacity other than that for which the
				  person is licensed or registered;
ii. any disqualification caused by Paragraph
				  2 is automatically waived if the state securities administrator or agency of
				  the state which created the basis for disqualification determines upon a
				  showing of good cause that it is not necessary under the circumstances that the
				  exemption be denied.
3. If notice on Form D is then required by
				  Regulation D under the Securities Act of 1933 to be filed with the Securities
				  and Exchange Commission by the issuer, then the issuer shall file with the
				  commissioner a notice on Form D (17
				  CFR 239.500) :
a. no later than 15 days after the receipt of
				  consideration from an investor in this state that results from an offer being
				  made in reliance upon this exemption and at such other times thereafter and in
				  the form required under Regulation D, Rule 230.503 to be filed with the
				  Securities and Exchange Commission;
b. the notice shall contain an undertaking by
				  the issuer to furnish to the commissioner, upon written request, the
				  information furnished by the issuer to offerees, except where the commissioner
				  pursuant to regulation requires that the information be filed at the same time
				  with the filing of the notice;
c.
				  unless otherwise available, included with or in the initial notice shall be a
				  consent to service of process;
d. a
				  person filing the initial notice provided for in Subparagraph 3.a above shall
				  pay a filing fee of $300.
4. In all sales to non-accredited investors
				  in this state the issuer and any person acting on its behalf shall have
				  reasonable grounds to believe and after making reasonable inquiry shall believe
				  that one of the following conditions is satisfied.
a. The investment is suitable for the
				  purchaser upon the basis of the facts, if any, disclosed by the purchaser as to
				  his other security holdings and as to his financial situation and needs. For
				  the purpose of this condition only, it may be presumed that if the investment
				  does not exceed 25 percent of the investor's net worth, it is
				  suitable.
b. The purchaser either
				  alone or with his/her purchaser representative(s) has such knowledge and
				  experience in financial and business matters that he/she is or they are capable
				  of evaluating the merits and risk of the prospective investment.