Iowa Administrative Code › Agency 191 - Insurance Division › Securities › Chapter 50 - Regulation of Securities Offerings and Those Who Engage in the Securities Business › Rule 191-50.90 - Intrastate Crowdfunding Exemption

Current through Register Vol. 47, No. 3, July 24, 2024
(1)
Definitions.
For
				purposes of this rule, in addition to the definitions set forth in rule
				191-501. (502), the definitions
				in Iowa Code section
				502202(24).
"a"
and the following definitions apply:
"Administrator's website"
means the Internet
				  site of the Iowa insurance division, iid.iowa.gov.
"Escrow agent"
means a bank, trust company,
				  savings bank, national banking association, building and loan association,
				  mortgage banker, credit union, insurance company, or any other independent
				  escrow agent acceptable to the commissioner.
"Issuer"
means a person that is authorized
				  to do business in Iowa and has been approved by the administrator as a
				  crowdfunding issuer pursuant to subrule 50.90(5).
"Management"
means an issuer's directors,
				  executive officers, or the individuals who perform such functions for the
				  issuer.
"Portal website"
means the Internet site
				  through which a registered Iowa crowdfunding portal conducts offers and sales
				  of exempt securities under Iowa Code section
				  502202(24)..
"Principal place of business"
means the
				  state or territory from which the officers, partners, or managers of a
				  corporation, partnership, limited liability company, trust or other form of
				  business primarily direct, control and coordinate the activities of the
				  business. "Principal place of business" is not related to "place of business"
				  as defined in Iowa Code section
				  502102(21)..
(2)
Exemption from
				registration.
a. Under the authority
				delegated to the administrator to promulgate rules in Iowa Code sections
				502203.
				and
				502605(1).,
				a transaction is exempt from the registration provisions of the Act if all of
				the conditions in subparagraphs (1) to (4) are met:
(1) The issuer of the securities is at the
				time of any offers and sales a person that is a resident and doing business
				within the state of Iowa. The issuer shall be deemed to be a resident of the
				state of Iowa if it has its principal place of business in Iowa. The issuer
				shall be deemed to be doing business within Iowa if the issuer satisfies at
				least one of the following requirements:
1.
				The issuer derived at least 80 percent of its consolidated gross revenues from
				the operation of a business or of real property located in or from the
				rendering of services within the state of Iowa.
2. The issuer had, at the end of its most
				recent semiannual fiscal year prior to an initial offer of securities in any
				offering or subsequent offering pursuant to this rule, at least 80 percent of
				its assets and those of its subsidiaries on a consolidated basis located in the
				state of Iowa.
3. The issuer
				intends to use and uses at least 80 percent of the net proceeds to the issuer
				from sales made pursuant to this rule in connection with the operation of a
				business within, the operation of real property within, the purchase of real
				property located in, or the rendering of services within the state of
				Iowa.
4. A majority of the issuer's
				employees are based in the state of Iowa.