reglab/statecodes huggingface dataset:
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-003 - ISSUER QUALIFICATION

Current through June 17, 2024
An issuer offering securities pursuant to this exemption
				  shall meet the following requirements:
003.01 The issuer shall be a business entity
				that is organized pursuant to the laws of the State of Nebraska and is properly
				registered with the Nebraska Secretary of State;
003.02 The issuer derived at least eighty
				percent of its gross revenue during its most recent fiscal year prior to the
				offering from the operation of a business in Nebraska;
003.03 The issuer had at least eighty percent
				of its assets located in Nebraska at the end of its most recent semiannual
				period prior to the offering;
003.04 The issuer will use at least eighty
				percent of the net proceeds of this offering in connection with the operation
				of its business or real property in Nebraska or the purchase of real property
				located in, or the rendering of services within Nebraska; and
003.05 The issuer's principal office is
				located in Nebraska.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-004 - LIMITATIONS ON AVAILABILITY

Current through June 17, 2024
The exemption provided by this Rule is available only to an
				  issuer of the securities. The exemption is not available for:
004.01 Affiliates of the issuer or any other
				person for resale of the issuer's securities;
004.02 Transactions by existing security
				holders of the issuer;
004.03 An
				issuer that is either before or because of the offering, an investment company
				as defined in Section 3 of the Investment Company Act of 1940,
				15 U.S.C.
				80a-3, an entity that would be an investment
				company but for the exclusions provided in section 3(c) of the Investment
				Company Act of 1940,
				15 U.S.C.
				80a-3(c), or subject to the
				reporting requirements of section 13 or 15(d) of the Securities Exchange Act of
				1934,
				15 U.S.C.
				78m or
				15
				U.S.C. 78o(d);
004.04 Offerings
				which are "blind pool offerings" or other offerings for which the specific
				business to be engaged in or specific property to be acquired by the issuer is
				not identified; and
004.05
				Offerings in which the issuer plans to engage in a merger or acquisition with
				an unspecified business entity.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-005 - DISQUALIFICATION

Current through June 17, 2024
The exemption in this Rule is not available for the
				  securities of any issuer, if the issuer or any director, executive officer,
				  general partner, managing member, or other person with management authority
				  over the issuer, has been subject to any conviction, order, judgment, decree,
				  or other action specified in Rule 506(d)(1) adopted under the Securities Act of
				  1933,
				  17
				  C.F.R. 230.506(d)(1), that
				  would disqualify an issuer under Rule 506(d) adopted under the Securities Act
				  of 1933,
				  17
				  C.F.R. 230.506(d), from
				  claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the
				  Securities Act of 1933,
				  17
				  C.F.R. 230.506(a) to 17
				  C.F.R. 230.506(c). However, this subdivision does not apply if both of the
				  following are met:
005.01 On a showing
				of good cause and without prejudice to any other action by the Director, the
				Director determines that it is not necessary under the circumstances that an
				exemption is denied; and
005.02 The
				issuer establishes that it made a factual inquiry into whether any
				disqualification existed under this subdivision but did not know, and in the
				exercise of reasonable care, could not have known, that a disqualification
				existed under this subdivision. The nature and scope of the requisite inquiry
				will vary based on the circumstances of the issuer and the other offering
				participants.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-006 - AGGREGATE OFFERING AMOUNT

Current through June 17, 2024
Except as provided in subsection 006.03 below, the sum of all
				  cash and other consideration to be received for all sales of the security in
				  reliance on the exemption under this subdivision, excluding sales to any
				  accredited investor, does not exceed the following amount:
006.01 If the issuer has not undergone, and
				made available to each prospective investor and the Director the documentation
				resulting from, a financial audit of its most recently completed fiscal year
				that complies with generally accepted accounting principles, one million
				dollars ($1,000,000.00), less the aggregate amount received for all sales of
				securities by the issuer within the twelve months before the first offer or
				sale made in reliance on the exemption under this subdivision; or
006.02 If the issuer has undergone, and made
				available to each prospective investor and the Director the documentation
				resulting from, a financial audit of its most recently completed fiscal year
				that complies with generally accepted accounting principles, two million
				dollars ($2,000,000.00), less the aggregate amount received for all sales of
				securities by the issuer within the twelve months before the first offer or
				sale made in reliance on the exemption under this subsection.
006.03 An offer or a sale to an officer,
				director, partner, trustee or individual occupying similar status or performing
				similar functions with respect to the issuer, or to a person owning ten percent
				or more of the outstanding shares of any class or classes of securities of the
				issuer does not count towards the monetary limitations in subsections 006.01
				and 006.02, above.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-007 - PURCHASER OFFERING LIMIT

Current through June 17, 2024
The issuer shall not accept more than five thousand dollars
				  ($5,000.00) from any single purchaser, except that such limitation does not
				  apply to sales to an accredited investor. There is no limitation on the amount
				  that an accredited investor may invest in offerings conducted pursuant to this
				  Rule.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-008 - NOTICE FILING

Current through June 17, 2024
008.01 The notice
				filed by an issuer pursuant to Section
				8-1111(24)
				 shall be signed by a person duly authorized
				by the issuer and shall include the following information:
008.01A A Form NCF containing such
				information as the Department requires;
008.01B The disclosure document to be
				provided to investors pursuant to Neb. Rev. Stat. §
										8-1111(24)(a)(xi);
008.01C The financial statements prepared in
				accordance with Section 00 9, below;
008.01D The escrow agreement required by
				Section 0 10, below;
008.01E A copy
				of the issuer's articles of incorporation or other documents which indicate the
				form of organization, and a Certificate of Good Standing issued by the Nebraska
				Secretary of State within the preceding thirty days;
008.01F A representation stating that all of
				the conditions of Section
				8-1111(24)
				 have been or will be met by the issuer;
				and
008.01G A filing fee of two
				hundred dollars ($200.00).
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-009 - FINANCIAL STATEMENTS

Current through June 17, 2024
The issuer shall provide the following financial statements
				  for itself and its consolidated subsidiaries, if applicable:
009.01 A balance sheet as of the end of the
				most recent fiscal year, or, as of a date within one hundred twenty days of the
				date of the first sale, if the issuer has been in existence for less than one
				fiscal year; and
009.02 An income
				statement for the immediate past fiscal year or such shorter period as the
				issuer, including predecessors, has been in existence.
009.03 If the issuer has not conducted
				significant operations, a statement of receipts and disbursements shall be
				included in lieu of a statement of income.
009.04 The financial statements shall be:
009.04A Prepared in accordance with generally
				accepted accounting principles and audited by an independent
				accountant;
009.04B Reviewed by an
				independent accountant within one hundred twenty days before the first sale;
				or
009.04C In the event that the
				issuer does not have audited or reviewed financial statements, the financial
				statements shall be accompanied by an affirmative representation by the issuer,
				signed by an officer, director or person occupying a similar position, that the
				statements provide all material information relating to the financial condition
				of the issuer and are true and accurate to the best of the signer's knowledge
				and belief.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-010 - ESCROW AGREEMENT

Current through June 17, 2024
All funds received from investors shall be deposited into a
				  bank, regulated trust company, savings bank, savings and loan association or a
				  credit union authorized to do business in Nebraska ("financial institution",
				  collectively) in accordance with the terms of an escrow agreement.
010.01 The financial institution shall not be
				affiliated with the issuer, any portal operator assisting with the offering, or
				any officers, director, managing member, or affiliate of the issuer or any
				portal operator assisting with the offering.
010.02 The escrow agreement shall provide as
				follows:
010.02A The investor funds will be
				deposited into an escrow account with the financial institution acting as
				escrow agent;
010.02B For each
				investment, the issuer shall provide to the financial institution a copy of the
				subscription agreement with the names, addresses and respective amounts paid by
				each investor whose funds comprise each deposit;
010.02C The issuer must raise the minimum
				offering amount as stated in the disclosure document before the financial
				institution may release the offering proceeds to the issuer. Such proceeds
				shall be released to the issuer upon joint written notice from the issuer and
				the portal operator that the minimum offering amount has been met;
				and
010.02D If the issuer does not
				raise the minimum offering amount by the offering deadline, the financial
				institution shall return all subscription funds, plus any interest earned on
				the subscription funds, to the investors.
010.02E The escrow agent shall notify the
				Director in writing no later than five days after the release of proceeds to
				the issuer, or the return of proceeds to the investors.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-011 - METHOD OF OFFERING

Current through June 17, 2024
All offers and sales of securities pursuant to this Rule
				  shall be made through one or more funding portals operated by a portal
				  operator, subject to the following:
011.01 The portal operator shall, prior to
				offering securities on its funding portal, conduct a reasonable investigation
				of the background and regulatory history of each issuer whose securities are to
				be offered on the funding portal and of each of the issuer's directors,
				executive officers, general partners, managing members, or other persons with
				management authority over the issuer. The portal operator must deny an issuer
				access to its funding portal if the portal operator has a reasonable basis for
				believing that:
011.01A The issuer does not
				meet the requirements of Section 003, above, or the exemption is not available
				for the issuer pursuant to Section 004, above;
011.01B The issuer or any of its directors,
				executive officers, general partners, managing members, or other persons with
				management authority over the issuer, is subject to a disqualification under
				Section 005, above;
011.01C The
				issuer has engaged in, is engaging in, or the offering involves any act,
				practice, or course of business that will, directly or indirectly, operate as a
				fraud or deceit upon any person; or
011.01D It cannot adequately or effectively
				assess the risk of fraud by the issuer or its potential offering.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-012 - ADVERTISING

Current through June 17, 2024
012.01 A general announcement by an issuer or
				funding portal regarding an issuer's offering being made in reliance on this
				subdivision shall not be considered an offer of a security so long as only the
				following are included:
012.01A A statement
				that the issuer is conducting an offering, the name of the portal operator
				conducting the offering and a link directing the potential investor to the
				funding portal;
012.01B The maximum
				amount of the offering; and
012.01C
				Factual information about the legal identity and business location of the
				issuer, limited to the name of the issuer of the security, the address, and a
				brief description of the business of the issuer.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-013 - RESTRICTIONS ON RESALE

Current through June 17, 2024
While the securities are being offered pursuant to this Rule
				  and for a period of nine months from the date of the last sale by the issuer of
				  such securities, all resales by any person shall be made only to residents of
				  Nebraska.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-014 - REPORTS TO INVESTORS

Current through June 17, 2024
An issuer shall provide a report to investors which meets the
				  following requirements:
014.01 The
				report shall contain the following information:
014.01A Compensation received by each
				director and executive officer, including cash compensation earned since the
				previous report and on an annual basis and any bonuses, stock options, other
				rights to receive securities of the issuer or any affiliate of the issuer, or
				other compensation received; and
014.01B An analysis by management of the
				issuer of the business operations and financial condition of the
				issuer.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-015 - RECORDS

Current through June 17, 2024
An issuer shall maintain and preserve for a period of five
				  years from either the date of the document or communication or the date of the
				  closing or termination of the securities offering, whichever is later, records
				  related to offers and sales made pursuant to this exemption.
015.01 The records that shall be maintained
				include, but are not limited to, the following:
015.01A The disclosure document provided to
				prospective investors;
015.01B The
				signed investor certification prescribed by Neb. Rev. Stat. §
										8-1111(24)(a)(viii);
015.01B All subscription
				agreements;
015.01C All information
				used to establish that an issuer, prospective purchaser, or investor is a
				Nebraska resident;
015.01D All
				information used to establish that a prospective purchaser or investor is an
				accredited investor as defined in subsection 002.01, above;
015.01E All agreements and/or contracts
				between the issuer and the portal operator;
015.01F All escrow agreements between the
				issuer and a financial institution pursuant to section 010, above;
015.01G All correspondence or other
				communications with portal operators, financial institutions acting as escrow
				agents, prospective purchasers, and/or investors;
015.01H Each quarterly report prepared
				pursuant to section 014, above; and
015.01I All other records relating to the
				offers and/or sales of securities made through the funding portal.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-016 - DISCLOSURE

Current through June 17, 2024
Nothing in this Rule is intended to, or should be construed
				  as, in any way relieving issuers or persons acting on behalf of issuers from
				  providing to prospective investors disclosure adequate to satisfy the
				  provisions of Section
				  8-1102(1)
				   of the Act.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-017 - AVAILABILITY OF EXEMPTION

Current through June 17, 2024
017.01 Offers and
				sales which are exempt under this Rule may not be combined with offers and
				sales exempt under any other Rule or Section of the Act; however, nothing in
				this limitation shall act as an election. Should the offer and sale fail to
				comply with all of the conditions for this exemption, the issuer may claim the
				availability of any other applicable exemption.
017.02 The exemption is not available to any
				issuer with respect to any transaction which, although in technical compliance
				with this Rule, is part of a plan or scheme to evade registration or the
				conditions or limitations explicitly stated in this Rule.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION › Section 48-39-018 - BURDEN OF PROOF

Current through June 17, 2024
In any proceeding involving this Rule, the burden of proving
				  the exemption from registration is upon the person claiming the
				  exemption.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-001 - GENERAL

Current through June 17, 2024
001.01 This Rule has been promulgated
				pursuant to authority delegated to the Director in Section
				8-1111(24)
				 and Section
				8-1120(3)
				 of the Securities Act of Nebraska
				("Act").
001.02 The Department has
				determined that this Rule regarding securities offerings is consistent with
				investor protection and is in the public interest.
001.03 The Director may, on a case-bv-case
				basis, and with prior written notice to the affected parties, require adherence
				to additional standards or policies, as deemed necessary in the public
				interest.
001.04 The definitions in
				48 NAC 2 shall apply to the provisions of this Rule, unless otherwise
				specified.
001.05 Federal statutes
				and rules of the Securities and Exchange Commission ("SEC") or the Financial
				Industry Regulatory Authority ("FINRA") referenced herein shall mean those
				statutes and rules as amended on or before the effective date of this Rule. A
				copy of the applicable statutes or rules referenced in this Rule is attached
				hereto.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-002 - DEFINITIONS

Current through June 17, 2024
For purposes of this Rule:
002.01 Accredited investor means a bank, a
				savings institution, a trust company, an insurance company, an investment
				company as defined in the Investment Company Act of 1940, a pension or
				profit-sharing trust or other financial institution or institutional buyer, an
				individual accredited investor, or a broker-dealer, whether the purchaser is
				acting for itself or in some fiduciary capacity:
002.02 Funding portal means an internet web
				site that is operated by a portal operator for the offer and sale of securities
				pursuant to this Rule:
002.03
				Individual accredited investor means
(A) any
				director, executive officer, or general partner of the issuer of the securities
				being offered or sold, or any director, executive officer, or general partner
				of a general partner of that issuer,
(B) any manager of a limited liability
				company that is the issuer of the securities being offered or sold,
(C) any natural person whose individual net
				worth, or joint net worth with that person's spouse, at the time of his or her
				purchase, exceeds one million dollars ($ 1.000.000.00). excluding the value of
				the primary residence of such person, or
(D) any natural person who had an individual
				income in excess of two hundred thousand dollars ($ 200.000.00) in each of the
				two most recent years or joint income with that person's spouse in excess of
				three hundred thousand dollars ($ 300.000.00) in each of those years and has a
				reasonable expectation of reaching the same income level in the current year:
				and
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-003 - REGISTRATION

Current through June 17, 2024
A portal operator shall register with the Department prior to
				  establishing a funding portal to offer securities pursuant to this Rule. A
				  portal operator seeking registration shall submit the following to the
				  Department:
003.01 A Form NPO
				containing such information as the Department requires:
003.02 A copy of the portal operator's
				articles of incorporation or other documents which indicate form of
				organization, and a certificate of good standing issued by the state of
				incorporation within the preceding thirty days:
003.03 For portal operators not incorporated
				or organized in Nebraska, a Certificate of Foreign Authority or Certificate of
				Good Standing issued by the Nebraska Secretary of State within the preceding
				thirty days:
003.04 For portal
				operators who are not registered with the Department as a broker-dealer, a
				certification affirming that the portal operator is in compliance, and will
				continue to comply, with Section 004, below:
003.05 A broker-dealer that is registered
				with the Department that operates a funding portal offering securities pursuant
				to this Rule must register as a portal operator by submitting the information
				required in this section except that the filing fee shall be waived:
003.06 A portal operator shall not commence
				operation of a funding portal until it has received written or electronic
				confirmation from the Department that its registration has been accepted by the
				Department: and
003.07 A portal
				operator shall notify the Department no later than thirty days after an event
				or circumstance occurs which causes any of the information or material
				submitted as part of its application to become inaccurate.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-004 - NON BROKER-DEALER PORTAL OPERATORS

Current through June 17, 2024
A portal operator is not required to register as a
				  broker-dealer provided that all of the following apply:
004.01 The portal operator shall not offer
				investment advice or recommendations:
004.02 The portal operator shall not solicit
				purchases, sales, or offers to buy the securities offered or displayed on its
				funding portal:
004.03 The portal
				operator shall not compensate employees, agents, or other persons for the
				solicitation, or based on the sale, of securities displayed or referenced on
				its funding portal:
004.04 The
				portal operator shall not be compensated based on the amount of securities
				sold, and shall not hold, manage, possess, or otherwise handle investor funds
				or securities:
004.05 The portal
				operator shall not identify, promote, or otherwise refer to any individual
				security offered on its funding portal in any advertising conducted by the
				portal operator:
004.06 The portal
				operator shall not operate or facilitate a secondary market in
				securities:
004.07 A portal
				operator shall not invest in any offering conducted pursuant to this Rule:
				and
004.08 Neither the portal
				operator, nor any director, executive officer, general partner, managing
				member, or other person with management authority over the portal operator, has
				been subject to any conviction, order, judgment, decree, or other action
				specified in Rule 506(d)(1) adopted under the Securities Act of 1933,
				17
				C.F.R. 230.506(d)(1), that
				would disqualify an issuer under Rule 506(d) adopted under the Securities Act
				of 1933.
				17
				C.F.R. 230.506(d), from
				claiming an exemption specified in Rule 506(a) to Rule 506(c) adopted under the
				Securities Act of 1933,
				17
				C.F.R. 230.506(a) to 17
				C.F.R.
				230.506(c).
				However, this subdivision does not apply if both of the following are met:
004.08A On a showing of good cause and
				without prejudice to any other action by the Director, the Director determines
				that it is not necessary under the circumstances that an exemption is denied:
				and
004.08B The portal operator
				establishes to the satisfaction of the Director, that it made a factual inquiry
				into whether any disqualification existed under this subdivision but did not
				know, and in the exercise of reasonable care, could not have known, that
				disqualification existed under this subdivision.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-005 - ADDITIONAL SERVICES

Current through June 17, 2024
The portal operator may offer services to the issuer that the
				  portal operator deems appropriate or necessary to meet the criteria for this
				  exemption-Such activities may include, but are not limited to, the
				  following:
005.01 Assistance with the
				development of a business plan:
005.02 Ministerial assistance in completion
				of crowdfunding exemption filings under these Rules:
005.03 Referral to legal services:
005.04 Referral to business consulting and
				accounting services to assist with compiling and reporting financial
				information required by 48 NAC 39:
005.05 Other technical assistance in
				preparation for a crowdfunding offering by the issuer: and
005.06 Submission of exemption materials to
				the Director.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-006 - DEPARTMENT ACCESS TO FUNDING PORTAL

Current through June 17, 2024
A portal operator shall provide the Department with the same
				  access to every part of the funding portal that is accessible to investors and
				  potential investors.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 40 - PORTAL OPERATORS › Section 48-40-007 - RECORDKEEPING

Current through June 17, 2024
A portal operator shall maintain and preserve for a period of
				  five years from either the date of the document or communication or the date of
				  the closing or termination of the securities offering, whichever is later,
				  records related to offers and sales made through the Internet website and to
				  transactions where the portal receives compensation, subject to the
				  following:
007.01 The records that
				shall be maintained include, but are not limited to. the following:
007.01A Records of compensation received for
				acting as a portal operator, including the name of the paver, the date of
				payment, name of the issuer, and name of the investor:
007.01B Copies of information provided by the
				portal operator to issuers offering securities through the portal, prospective
				purchasers, and investors:
007.01C
				All agreements and/or contracts between the portal operator and an issuer,
				prospective purchaser, or investor:
007.01D All information used to establish
				that an issuer, prospective purchaser, or investor is a Nebraska resident:
007.01E All information used to
				establish that a prospective purchaser or investor is an accredited investor as
				defined in subsection 002.01. above
007.01F All correspondence or other
				communications with issuers. prospective purchasers, and/or investors:
007.01G All information made
				available through the funding portal relating to an offering:
007.01H Ledgers, or other records, that
				reflect all assets and liabilities. income and expense, and capital accounts:
				and
007.01I All other records
				relating to the offers and/or sales of securities made through the funding
				portal.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 41 - INTEGRATION OF EXEMPT OFFERINGS PURSUANT TO SECTION 8-1111 › Section 48-41-001 - GENERAL

Current through June 17, 2024
001.01 This Rule has been promulgated
				pursuant to authority delegated to the Director in Section
				8-1120(3)
				 of the Securities Act of Nebraska
				("Act").
001.02 The Department has
				determined that this Rule relating to integration of offerings is consistent
				with investor protection and is in the public interest.
001.03 The definitions in 48 NAC 2 shall
				apply to the provisions of this Rule, unless otherwise specified.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 41 - INTEGRATION OF EXEMPT OFFERINGS PURSUANT TO SECTION 8-1111 › Section 48-41-002 - INTEGRATION OF OFFERINGS

Current through June 17, 2024
002.01 An offering made by an issuer
				attempting to rely on the exemptions from registration provided by Section
				8-1111
				of the Securities Act must be separate and distinct from any other offering.
				Offers and sales of an offering will be deemed integrated with offers and sales
				of another offering when a review of the integration factors provided below
				indicates that the offers and sales are part of a larger offering. Integration
				may occur between two claimed exempt offerings as well as between a claimed
				exempt offering and a registered offering.
002.02 The following five factors are deemed
				relevant to a determination as to whether two different offerings are in fact
				integrated and thus part of a larger offering:
002.02A The different offerings are part of a
				single plan of financing;
002.02B
				The offerings involve the issuance of the same class of security;
002.02C The offerings are made at or about
				the same time;
002.02D The same
				type of consideration is to be received; and
002.02E The offerings are made for the same
				general purpose.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-001 - GENERAL

Current through June 17, 2024
001.01 This Rule has been promulgated
				pursuant to authority delegated to the Director in Section
				8-1101(7)
				 and Section
				8-1120(3)
				 of the Securities Act of Nebraska
				("Act").
001.02 The Department has
				determined that this Rule relating to investment advisers to private funds is
				consistent with investor protection and is in the public interest.
001.03 The Director may, on a case-bv-case
				basis, and with prior written notice to the affected persons, require adherence
				to additional standards and policies, as deemed necessary in the public
				interest.
001.04 The definitions in
				48 NAC 2 shall apply to the provisions of this Rule, unless otherwise
				specified.
001.05 Federal statutes
				and rules of the Securities and Exchange Commission ("SEC") or the Financial
				Industry Regulatory Authority ("FINRA") referenced herein shall mean those
				statutes and rules as amended on or before the effective date of this Rule. A
				copy of the applicable statutes or rules referenced in this Rule is attached
				hereto.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-002 - DEFINITIONS

Current through June 17, 2024
For purposes of this Rule, the following definitions shall
				  apply:
002.01 "Value of primary
				residence" means the fair market value of a person's primary residence,
				subtracted by the amount of debt secured by the property up to its fair market
				value.
002.02 "Private fund
				adviser" means an investment adviser who provides advice solely to one or more
				qualifying private funds.
002.03
				"Qualifying private fund" means a private fund that meets the definition of a
				qualifying private fund in SEC Rule 203(m)-1, 17 C.F.R.
				275.203(m)-1.
002.04 "3(c)(1) fund" means a qualifying
				private fund that is eligible for the exclusion from the definition of an
				investment company under section 3(c)(1) of the Investment Company Act of 1940,
				15 U.S.C. 80a-
				3(c)(1).
002.05 "Venture capital fund" means a private
				fund that meets the definition of a venture capital fund in SEC Rule 203(l)-1,
				17 C.F.R. §
									275.203(l)-1.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-003 - EXCLUSION FOR PRIVATE FUND ADVISERS

Current through June 17, 2024
Subject to the additional requirements of section 004, below,
				  a private fund adviser shall be excluded from the definition of "investment
				  adviser" pursuant to Neb. Rev. Stat. §
									8-1101(7)(i)
				   if the private fund adviser satisfies each
				  of the following conditions:
003.01
				Neither the private fund adviser nor any of its advisory affiliates are subject
				to an event that would disqualify an issuer under Rule 506(d)(1) of SEC
				Regulation D. 17 C.F.R. §
									230.506(d)(1);
				and
003.02 The private fund adviser
				files with the Department each report and amendment thereto that an exempt
				reporting adviser is required to file with the Securities and Exchange
				Commission pursuant to SEC Rule 204-4.
				17 C.F.R. §
										275.204-4.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-004 - ADDITIONAL REQUIREMENTS FOR PRIVATE FUND ADVISERS TO CERTAIN 3(C)(1) FUNDS

Current through June 17, 2024
In order to qualify for the exclusion described in section
				  003, above, of this regulation, a private fund adviser who advises at least one
				  (3)(c)(1) fund that is not a venture capital fund shall, in addition to
				  satisfying each of the conditions specified in subsections 003.01 and 003.02,
				  above, comply with the following requirements:
004.01 The private fund adviser shall advise
				only those 3(c)(1) funds, other than venture capital funds, whose outstanding
				securities, other than short-term paper, are beneficially owned entirely by
				persons who, after deducting the value of the primary residence from the
				person's net worth, would each meet the definition of a qualified client in SEC
				Rule 205-3, 17 C.F.R. § 275.205-3, at the time the securities are
				purchased from the issuer:
004.02
				At the time of purchase, the private fund adviser shall disclose the following
				in writing to each beneficial owner of a 3(c)(1) fund that is not a venture
				capital fund:
004.02A All services, if any,
				to be provided to individual beneficial owners:
004.02B All duties, if any, the investment
				adviser owes to the beneficial owners: and
004.02C Any other material information
				affecting the rights or responsibilities of the beneficial owners.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-005 - FEDERAL COVERED INVESTMENT ADVISERS

Current through June 17, 2024
If a private fund adviser is registered with the Securities
				  and Exchange Commission, the adviser shall not be eligible for this exclusion
				  and shall comply with the state notice filing requirements applicable to
				  federal covered investment advisers in Neb. Rev. Stat. §
									8-1103(2)(b).
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-006 - INVESTMENT ADVISER REPRESENTATIVES

Current through June 17, 2024
A person is exempt from the registration requirements of Neb.
				  Rev. Stat. §
									8-1103(2)(a)
				   if he or she is employed by or associated
				  with a private fund adviser that is excluded from the definition of investment
				  adviser in this state pursuant to this regulation and does not otherwise act as
				  an investment adviser representative.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-007 - ELECTRONIC FILING

Current through June 17, 2024
The report filings described in subsection 003.02. above.
				  shall be made electronically through the CRD/IARD. A report shall be deemed
				  filed when the report is filed and accepted by the CRD/IARD on the state's
				  behalf.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-008 - TRANSITION

Current through June 17, 2024
An investment adviser who becomes ineligible for the
				  exclusion provided by this Rule must comply with all applicable laws and rules
				  requiring registration or notice filing within ninety days from the date the
				  investment adviser's eligibility for this exclusion ceases.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-009 - WAIVER AUTHORITY WITH RESPECT TO STATUTORY DISQUALIFICATION

Current through June 17, 2024
Subsection 003.01. above, shall not apply upon a showing of
				  good cause and without prejudice to any other action of the Department, if the
				  Director determines that it is not necessary under the circumstances that an
				  exclusion be denied.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 48 - DEPARTMENT OF BANKING AND FINANCE › Chapter 42 - EXCLUSION OF INVESTMENT ADVISERS TO PRIVATE FUNDS FROM THE DEFINITION OF "INVESTMENT ADVISER" › Section 48-42-010 - GRANDFATHERING FOR INVESTMENT ADVISERS TO 3(C)(1) FUNDS WITH NON-QUALIFIED CLIENTS

Current through June 17, 2024
An investment adviser to a 3(c)(1) fund, other than a venture
				  capital fund, that has one or more beneficial owners who are not qualified
				  clients as described in subsection 004.01, above, is eligible for the exclusion
				  contained in section 003. above, of this regulation if the following conditions
				  are satisfied:
010.01 The subject fund
				existed prior to the effective date of this regulation;
010.02 As of the effective date of this
				regulation, the subject fund ceases to accept beneficial owners who are not
				qualified clients, as described in subparagraph (c)(1) of this
				regulation:
010.03 The investment
				adviser discloses in writing the information described in subsection 004.02.
				above, to all beneficial owners of the fund: and
010.04 As of the effective date of this
				regulation, the investment adviser delivers audited financial statements as
				required by subsection 004.03
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 1 - GENERAL PROVISIONS RELATING TO PRACTICE AND PROCEDURE BEFORE THE DEPARTMENT OF BANKING AND FINANCE › Section 49-1-001 - GENERAL

Current through June 17, 2024
001.01 This Rule has been promulgated
				pursuant to authority delegated to the Director in Section
				84-909
				of the Administrative Procedure Act.
001.02 The Department has determined that
				this Rule is in the public interest.
001.03 The Department has determined that
				this Rule relating to definitions and general matters be applied to Title 49 of
				the Nebraska Administrative Code, unless otherwise specified therein.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 1 - GENERAL PROVISIONS RELATING TO PRACTICE AND PROCEDURE BEFORE THE DEPARTMENT OF BANKING AND FINANCE › Section 49-1-002 - DEFINITIONS

Current through June 17, 2024
The following words and terms shall have the following
				  meanings, unless the context clearly indicates otherwise.
002.01 APA means the Administrative Procedure
				Act,
Neb
.
Rev
.
Stat
. §§
									84-901
				to
				84-920,
				as adopted on the effective date of this Rule, or as may hereafter be
				amended.
002.02 Department means
				the Department of Banking and Finance.
002.03 Director means the Director of the
				Department of Banking and Finance.
002.04 Hearing officer means the person or
				persons conducting a hearing, contested case, or other proceeding pursuant to
				the APA, whether designated as the presiding officer, administrative law judge,
				or other similar title designation.
002.04A
				The hearing officer may be the Director or any designee of the
				Director.
002.04B The hearing
				officer shall make a recommendation to the Director after the close of the
				hearing, which the Director may accept or reject in whole or in part.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 1 - GENERAL PROVISIONS RELATING TO PRACTICE AND PROCEDURE BEFORE THE DEPARTMENT OF BANKING AND FINANCE › Section 49-1-003 - COMPUTATION OF TIME

Current through June 17, 2024
In computing time prescribed or allowed by any applicable
				  statute or rule in which the method of computing time is not specifically
				  provided, days will be computed by excluding the day of the act or event and
				  including the last day of the period. If the last day of the period falls on a
				  Saturday, Sunday, or legal holiday, the period shall include the next business
				  day.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 1 - GENERAL PROVISIONS RELATING TO PRACTICE AND PROCEDURE BEFORE THE DEPARTMENT OF BANKING AND FINANCE › Section 49-1-004 - ADMINISTRATION

Current through June 17, 2024
The main office of the Department, located at Suite 311, The
				  Atrium, 1200 N Street, P.O. Box 95006, Lincoln, Nebraska 68509-5006, is open
				  from the hours of 8 a.m. to 5 p.m., Monday through Friday, legal holidays
				  excepted.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 2 - RULE OF PRACTICE AND PROCEDURE FOR APPLICATION CASES › Section 49-2-001 - GENERAL

Current through June 17, 2024
001.01 This Rule has been promulgated
				pursuant to authority delegated to the Director in Section
				84-909
				of the APA.
001.02 The Department
				has determined that this Rule is in the public interest.
001.03 The definitions in 49 NAC 1.002 shall
				apply to the provisions of this Rule, unless otherwise specified.
Nebraska Administrative Code › Topic - BANKING AND FINANCE, DEPARTMENT OF › Title 49 - DEPARTMENT OF BANKING AND FINANCE › Chapter 2 - RULE OF PRACTICE AND PROCEDURE FOR APPLICATION CASES › Section 49-2-003 - DEFINITIONS

Current through June 17, 2024
For purposes of this Rule, the following additional
				  definitions shall apply:
003.01
				Affiliate means any entity that controls, is controlled by, or is under common
				control with another entity.
003.02
				Applicant means the person filing the application identified in Section 002 of
				this Rule with the Department.
003.03 Application case or hearing means a
				case initiated by the filing of an application identified in Section 002 of
				this Rule. .
003.04 Ex parte
				communication means an oral or written communication which is not on the record
				in an application case with respect to which reasonable notice to all parties
				was not given. Ex parte communication shall not include:
003.04A Communications which do not pertain
				to the merits of an application case;
003.04B Communications required for the
				disposition of ex parte matters as authorized by law;
003.04C Communications in a rulemaking
				proceeding;
003.04D Communications
				to which all parties have given consent; and
003.04E Communications between the hearing
				officer and the Director which occur following the close of the
				hearing.