reglab/statecodes huggingface dataset:
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2013 - ISSUER TO CEASE OFFERING AND AMEND THE DISCLOSURE DOCUMENT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The issuer shall immediately cease the
				  offer or sale of the securities and amend the disclosure document if:
(1) there is any material change in the
				  securities or securities offering;
(2) the disclosure document becomes
				  incomplete in any material respect; or
(3) the disclosure document contains any
				  statement that is, in the light of the circumstances under which it is made,
				  false or misleading with respect to any material fact.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2014 - FACTORS CONSIDERED WHEN REVIEWING THE CLAIM OF EXEMPTION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) When determining whether the securities
				  offering complies with the conditions of the Exemption, the Administrator may
				  consider the following factors and any reported material changes:
(1) whether all filings required by Rule
				  .2007 of this Section have been made;
(2) the contents of the Form NCE;
(3) the contents of the disclosure
				  document;
(4) the contents of the
				  escrow agreement and whether the Administrator has approved it pursuant to
				  Rules .2020 and .2021 of this Section;
(5) the contents of any contracts related to
				  the execution of the securities offering transactions;
(6) the funding portal, if any, selected by
				  the issuer;
(7) whether the
				  proposed securities offering complies with other requirements of
				  G.S.78A-17.1 and this
				  Section;
(8) whether the securities
				  offering would tend to work a fraud on the investing public;
(9) whether regulatory agencies oversee the
				  activities of the entities that are parties to the transactions related to the
				  securities offering;
(10) whether
				  the issuer is a prohibited business pursuant to
				  G.S.
				  78A-17.1 and the rules in this Chapter;
				  and
(11) any other factors the
				  Administrator deems relevant.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2015 - ADMINISTRATOR'S NOTICE OF COMPLIANCE

Current through Register Vol. 39, No. 2, July 15, 2024
After review of the relevant information, the Administrator
					 may issue a notice of compliance:
(1)
				  with the filing requirements of Rule .2007 of this Section; or
(2) with Rule .2013(b)(1) of this Section
				  with regard to any material changes.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2016 - DENIAL OR REVOCATION OF THE EXEMPTION

Current through Register Vol. 39, No. 2, July 15, 2024
The Administrator may by order, deny or revoke the
					 Exemption pursuant to
					 G.S.
					 78A-18(a) if:
(1) the issuer fails to comply with the
				  Exemption requirements after receiving a notice of deficiency;
(2) the issuer fails to furnish requested
				  information or evidence of compliance to the Administrator;
(3) the issuer fails to keep or produce
				  records pursuant to Rule .2060(d) of this Section;
(4) the securities offering does not comply
				  with the conditions set by
				  G.S.
				  78A-17.1 and the rules of this
				  Chapter;
(5) the securities
				  offering is part of a plan or scheme to avoid registration;
(6) the structure of the securities offering
				  is so complex as to be misleading to the investing public; or
(7) the issuer has engaged or is about to
				  engage in any act or practice that is a violation of the Securities Act or
				  rules of this Chapter.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2017 - ESCROW ACCOUNT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An issuer shall
				  be responsible for the establishment and maintenance of an escrow account for
				  investor fund deposits.
(b) The
				  escrow account shall:
(1) be administered by
				  an escrow agent;
(2) be a
				  segregated account for each securities offering; and
(3) be FDIC or NCUSIF insured.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2018 - ISSUER TO PROVIDE INFORMATION TO THE ESCROW AGENT

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer shall provide accurate and timely information to
					 the escrow agent in order to establish and maintain the escrow account and
					 escrow agreement, including the minimum offering amount and the target date set
					 by the issuer in accordance with
					 G.S.
					 78A-17.1(a)(5)c.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2019 - TERMS OF ESCROW AGREEMENT

Current through Register Vol. 39, No. 2, July 15, 2024
The escrow agreement shall include:
(1) the identity of the escrow agent
				  including the name, address where notices may be directed, telephone number,
				  website of the agent, and the name of the person responsible for responding to
				  inquiries about the escrow account;
(2) the identity of the bank or depository
				  institution where the escrow account will be maintained, including its name,
				  address, telephone number, website, and the name of the person responsible for
				  responding to inquiries about the escrow account;
(3) the account number of the escrow
				  account;
(4) a statement confirming
				  that the escrow account is FDIC or NCUSIF insured;
(5) a description of the services to be
				  provided by the escrow agent;
(6)
				  the fees charged for the services provided by the escrow agent;
(7) a requirement that the escrow agent shall
				  authorize the release of the securities offering proceeds to the issuer only
				  if:
(a) the aggregate funds deposited into
				  the escrow account from all investors is equal to or greater than the minimum
				  offering amount; and
(b) the
				  minimum offering amount has been deposited into the escrow account by the
				  target date stated in the disclosure document;
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2020 - REVIEW OF THE ESCROW AGREEMENT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The
				  Administrator may consider the following factors when reviewing an issuer's
				  escrow agreement to determine whether to approve it:
(1) the contents of the escrow
				  agreement;
(2) the contents of any
				  contracts with the escrow agent or escrow administering parties relating to the
				  administration of the escrow account;
(3) the escrow agent's:
(A) physical location;
(B) experience as an escrow agent, in the
				  administration of escrow accounts, or provision of escrow services;
(C) financial solvency;
(D) disciplinary history; and
(E) technology to be utilized;
(4) other parties to the escrow
				  agreement and their:
(A) physical
				  locations;
(B) financial
				  stability;
(C) disciplinary
				  history; and
(D) technology to be
				  utilized;
(5) regulatory
				  agencies, if any, that oversee the activities of the entities that are parties
				  to the escrow agreement; and
(6)
				  any other factors that the Administrator deems relevant.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2021 - ADMINISTRATOR'S REJECTION OF ESCROW AGREEMENT

Current through Register Vol. 39, No. 2, July 15, 2024
The Administrator may reject the issuer's escrow agreement
					 if the Administrator determines that:
(1) the escrow agreement does not comply with
				  the rules of this Section;
(2) one
				  or more of the factors listed in Rule .2020 of this Section make the escrow
				  agreement unnecessarily risky for the issuer or the investor;
(3) the escrow agent is unsuitable to manage
				  the escrow account; or
(4) the
				  escrow agreement includes terms that could cause the issuer to lose its
				  exemption.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2022 - ADMINISTRATOR NOTICE OF APPROVAL OR REJECTION OF ESCROW AGREEMENT

Current through Register Vol. 39, No. 2, July 15, 2024
The Administrator shall not issue a notice of compliance
					 pursuant to Rule .2015(1) of this Section unless the escrow agreement has been
					 approved by the Administrator.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2023 - ESCROW AGENT DUTIES, RESPONSIBILITIES, AND STANDARDS OF CONDUCT

Current through Register Vol. 39, No. 2, July 15, 2024
An escrow agent and all persons associated with it
					 shall:
(1) observe high standards of
				  commercial honor and just and equitable principles of trade in the conduct of
				  its business;
(2) give particular
				  attention to any conflicts of interest that may arise or exist;
(3) preserve and maintain all documents
				  related to its status and service as an escrow agent for six years after the
				  filing of the Form NCE and make such documents available to the Administrator
				  upon request; and
(4) provide
				  notice to the Administrator of any material changes to the escrow
				  agreement.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2024 - NOTICE TO ADMINISTRATOR MINIMUM OFFERING AMOUNT REACHED, FUNDS RELEASED FROM THE ESCROW ACCOUNT, AND TERMINATION OF ESCROW AGREEMENT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An escrow agent shall file a written
				  notice to the Administrator within 10 days:
(1) after reaching the minimum offering
				  amount; and
(2) after the
				  termination of the escrow agreement.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2025 - CONTENT OF NOTICE OF RELEASE OF FUNDS FROM ESCROW ACCOUNT

Current through Register Vol. 39, No. 2, July 15, 2024
The notice provided pursuant to Rule .2024 of this Section
					 shall include the following:
(1) the
				  aggregate amount of securities sold during the offering, expressed as:
(a) numbers of units of securities sold;
				  and
(b) dollars raised by the sale
				  of securities;
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2026 - REGISTERED DEALER ACTING AS AN ESCROW AGENT

Current through Register Vol. 39, No. 2, July 15, 2024
A registered dealer that acts as an escrow agent for the
					 issuer's securities offering shall:
(1) be registered with the SEC and the State
				  of North Carolina to offer and sell the intrastate securities
				  offering;
(2) deposit and hold the
				  investor funds in an escrow account pursuant to an escrow agreement;
(3) comply with Rules .2024 and .2025 of this
				  Section, 17 CFR
				  240.15c2-4, and
				  17 CFR 240.10b-9, which are
				  incorporated by reference including subsequent amendments and editions.
Copies of the regulations incorporated by reference in Item
					 (3) of this Rule may be obtained at no cost by sending an email to
					 secdiv@sosnc.gov, or online at:
http://www.sosnc.gov/sec/statutes.aspx
.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2027 - ESCROW AGENT REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
Pursuant to the escrow agreement consistent with Rules
					 .2017 through .2028 of this Section, an escrow agent for the issuer's
					 securities offering, including a lawyer, shall:
(1) collect at least the following
				  information from the issuer or investors:
(a)
				  name of the investors;
(b)
				  residence of the investors;
(c) the
				  aggregate amount of securities sold during the offering, expressed as:
(i) numbers of units of securities sold;
				  and
(ii) dollars raised by the sale
				  of securities; and
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2028 - TREATMENT OF INFORMATION

Current through Register Vol. 39, No. 2, July 15, 2024
Information that is received or transmitted directly or
					 indirectly from a bank or depository institution to the Administrator pursuant
					 to G.S.
					 78A-17.1(a)(10) shall be
					 designated as confidential and trade secrets while in the possession of the
					 Administrator.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2030 - FUNDING PORTAL REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) A
				  funding portal shall apply for registration as a North Carolina Intrastate
				  Funding Portal by filing with the Administrator a Form North Carolina
				  Intrastate Funding Portal (Form NCFP) at least 10 business days before it
				  intends to post an offering on behalf of any issuer relying on the
				  Exemption.
(b) A funding portal
				  shall not post a securities offering before its registration has been declared
				  effective by the Administrator.
(c)
				  A funding portal's registration expires on December 31 of each year, unless
				  renewed within 30 days of expiration by filing a newly executed Form
				  NCFP.
(d) A funding portal that
				  undergoes a merger, an acquisition, or any other ownership change shall file a
				  Form NCFP on behalf of the surviving or new entity before the effective date of
				  the change.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2031 - CONTENTS OF FORM NCFP

Current through Register Vol. 39, No. 2, July 15, 2024
The Form NCFP shall include:
(1) all information that the funding portal
				  is required to provide under
				  G.S.
				  78A-17.1(a)(9)c, including:
(a) the funding portal's legal
				  identity;
(b) the funding portal's
				  physical location;
(c) the name and
				  address of the funding portal's registered agent;
(d) the identity of the individual
				  responsible for filing updates to the funding portal's Form NCFP;
(e) the identity of its officers, directors,
				  or any persons occupying a similar status or performing a similar function;
				  and
(f) the funding portal's
				  website address (URL);
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2032 - REQUIRED FUNDING PORTAL ATTESTATIONS

Current through Register Vol. 39, No. 2, July 15, 2024
A funding portal shall attest in the Form NCFP that
					 it:
(1) is registered with the
				  Secretary of State and has North Carolina as its principal place of
				  business;
(2) is being used to
				  offer and sell securities under
				  G.S.
				  78A-17.1;
(3) will not engage in the prohibited
				  activities set out in
				  G.S.
				  78A-17.1(a)(11);
(4) is not subject to disqualification
				  pursuant to
				  G.S.
				  78A-17.1(e);
(5) does not have any officers, directors, or
				  any person occupying a similar status or performing a similar function that are
				  subject to disqualification pursuant to
				  G.S.
				  78A-17.1(e);
(6) will not buy or sell personally
				  identifiable information of any prospective investor or investor;
(7) agrees to comply with Rules .2037, .2039,
				  and .2061 of this Section;
(8)
				  agrees to comply with Rule .2038 of this Section regarding denying access to
				  those it reasonably believes are subject to disqualification or potential for
				  fraud or investor harm;
(9) shall
				  not handle or take custody of the funds of the issuer or investors;
(10) shall safeguard prospective investor and
				  investor personal identifying information and immediately notify the
				  Administrator in writing of any compromise of confidentiality; and
(11) consents to personal jurisdiction of the
				  Administrator and consents to service of process by the
				  Administrator.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2033 - REVIEW OF THE FUNDING PORTAL REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) When
				  determining whether a registration is effective, the Administrator may
				  consider:
(1) the contents of Form NCFP and
				  any amendments;
(2) the contents of
				  any contracts provided with the Form NCFP;
(3) the escrow agent that the funding portal
				  intends to use;
(4) the funding
				  portal's:
(A) physical location;
(B) experience as a funding portal;
(C) financial solvency;
(D) disciplinary history; and
(E) technology to be utilized;
(5) other parties to the contracts
				  with the funding portal that facilitate its ability to act as a funding portal
				  and their:
(A) physical locations;
(B) financial stability;
(C) disciplinary history; and
(D) technology to be utilized;
(6) regulatory agencies, if any,
				  that oversee the activities of the entities that are involved with the funding
				  portal; and
(7) any other factors
				  the Administrator deems relevant.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2034 - ADMINISTRATOR DENIAL OR REVOCATION OF FUNDING PORTAL REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
The Administrator may deny or revoke registration of a
					 funding portal if the Administrator determines that:
(1) the funding portal has not complied with
				  the rules in this Section;
(2) the
				  funding portal has not instituted procedures to ensure the necessary due
				  diligence occurs;
(3) the funding
				  portal has not instituted procedures to protect investors;
(4) the funding portal has prematurely posted
				  an offering before receiving notice of effective registration from the
				  Administrator;
(5) the factors in
				  Rule .2033 of this Section individually or considered as a whole make the
				  funding portal unnecessarily risky for the issuer or the investor; or
(6) one of the grounds for action in
				  G.S.78A-39 applies to the funding
				  portal.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2035 - ADMINISTRATOR NOTICE OF EFFECTIVE FUNDING PORTAL REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
After the Administrator considers the Form NCFP and the
					 factors in Rules .2033 and .2034, the Administrator shall either provide the
					 funding portal with written notice of effectiveness or denial of the
					 registration.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2036 - FUNDING PORTAL NOTICE TO ADMINISTRATOR OF CHANGES

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  Within 30 days of any changes to information on the Form NCFP, a funding portal
				  shall file an amended Form NCFP with the Administrator. A funding portal shall
				  comply with Rule .2030(d) if there is a change in its ownership.
(b) A funding portal shall provide notice to
				  the Administrator within five business days of a change in the issuer(s) using
				  the funding portal by one of the following:
(1) providing the identity of additional
				  issuers on its Form NCFP;
(2)
				  amending its Form NCFP to add or remove issuers; or
(3) providing a separate written statement
				  identifying each issuer using the funding portal.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2037 - FUNDING PORTAL FINANCIAL INTEREST IN ISSUER

Current through Register Vol. 39, No. 2, July 15, 2024
A funding portal shall not have a financial interest in an
					 issuer that is offering or selling securities on its platform unless:
(1) the funding portal receives the financial
				  interest as compensation for the services provided to or for the benefit of the
				  issuer;
(2) the services are
				  provided in connection with the issuer's offer or sale of securities in the
				  intrastate offering;
(3) the
				  financial interest consists of securities of the same class and having the same
				  terms, conditions, and rights as the securities being offered or sold in the
				  intrastate offering through the funding portal's platform;
(4) the issuer's disclosure document includes
				  the funding portal's financial interest in the issuer; and
(5) the financial interest shall not be
				  included in either the calculations of the minimum offering amount or the
				  target offering amount.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2038 - FUNDING PORTAL DENIAL OF ACCESS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) A funding
				  portal shall exercise due diligence in determining whether an issuer's
				  securities offering presents the potential for fraud or other investor
				  protection concerns.
(b) A funding
				  portal shall deny access to its platform to an issuer or entity if it
				  determines that there is a reasonable basis for believing that any of the
				  following are subject to disqualification pursuant to
				  G.S.
				  78A-17.1(e):
(1) the issuer;
(2) any of the issuer's officers, directors,
				  or persons occupying a similar status or performing a similar function;
				  or
(3) holdersof 10 percent or more
				  of the issuer's outstanding voting equity securities, calculated on the basis
				  of voting power.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2039 - FUNDING PORTAL STANDARDS OF CONDUCT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) A
				  funding portal and all persons associated with it shall:
(1) observe high standards of commercial
				  honor and just and equitable principles of trade in the conduct of its
				  business; and
(2) give particular
				  attention to any conflicts of interest that may arise or exist.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2041 - LIMITATIONS ON GENERAL SOLICITATION AND ADVERTISING

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer relying on the Exemption and persons acting on
					 behalf of the issuer may not engage in general solicitation or advertising,
					 except as permitted by Rules .2043 and .2044 of this Section.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2042 - MEDIA COVERAGE OF A SECURITIES OFFERING USING THE EXEMPTION

Current through Register Vol. 39, No. 2, July 15, 2024
Media coverage of a securities offering that has been
					 prepared, authorized, approved, paid for, or provided other consideration for,
					 by or on behalf of the issuer shall be deemed general solicitation or
					 advertising.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2043 - MANDATORY CONTENT REQUIREMENT IN PERMITTED ADVERTISING NOTICE

Current through Register Vol. 39, No. 2, July 15, 2024
An advertising notice may advertise the issuer's securities
					 offering only if the notice:
(1)
				  directs prospective investors to the platform (or website, if any) where the
				  disclosure document is posted. NOTE: For example, an active hyperlink to the
				  disclosure document would be a way of directing prospective investors to the
				  platform (or website, if any);
(2)
				  includes a disclaimer that sales under the Exemption are restricted to North
				  Carolina residents. NOTE: For example, the words "NC residents only" is a way
				  of wording the disclaimer; and
(3)
				  includes no more information than that permitted by Rule .2044 of this
				  Section.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2044 - OTHER REQUIREMENTS FOR PERMITTED ADVERTISING NOTICES

Current through Register Vol. 39, No. 2, July 15, 2024
In addition to the content required by Rule .2043 of this
					 Section, an advertising notice may include one or more of the following
					 statements:
(1) a statement that the
				  issuer is conducting the securities offering pursuant to the
				  Exemption;
(2) the name of the
				  escrow agent to which all investor funds shall be directed;
(3) the terms of the securities offering. For
				  purposes of this Rule and Rules .2011 and .2045 of this Section, "terms of the
				  offering" means:
(a) the amount of securities
				  offered;
(b) the nature of the
				  securities;
(c) the price of the
				  securities; and
(d) the closing
				  date of the offering period; and
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2045 - ESTABLISHING A PLATFORM

Current through Register Vol. 39, No. 2, July 15, 2024
(a) A single public
				  platform shall be established for every securities offering that shall:
(1) provide a communication channel that
				  facilitates the public sharing of information related to terms of the offering
				  through a communication channel, leveraging the "wisdom of the
				  crowd";
(2) identify the issuer of
				  the securities under discussion on each communication channel;
(3) comply with Rules .2043 and .2044 of this
				  Section when advertising the securities offering; and
(4) provide the prospective investor or the
				  investor with the issuer's disclosure document(s).
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2046 - INDIVIDUALS NOT SUBJECT TO DEALER REGISTRATION

Current through Register Vol. 39, No. 2, July 15, 2024
Officers, employees, associated independent contractors,
					 and other persons of an issuer involved in the sale of the issuer's securities
					 shall not be subject to registration as a dealer or salesman if they comply
					 with the safe harbor requirements set out in
					 17 CFR
					 240.3a4-1, which is incorporated by
					 reference, including subsequent amendments and editions. A copy of
					 17 CFR
					 240.3a4-1 is available on request at no
					 cost by sending an email request to secdiv@sosnc.gov or online at
http://www.sosnc.gov/sec/statutes.aspx
.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2047 - RETENTION OF PLATFORM COMMUNICATIONS

Current through Register Vol. 39, No. 2, July 15, 2024
All communications through a communication channel on a
					 platform shall be preserved for a period of six years after the filing of the
					 Form NCE.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2048 - ADMINISTRATION OF PLATFORM COMMUNICATION CHANNELS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An issuer, funding portal or registered
				  dealer administering a platform shall:
(1)
				  establish and enforce guidelines for communication using the communication
				  channels; and
(2) remove abusive or
				  potentially fraudulent communications.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2049 - ADDITIONAL COMMUNICATION CHANNEL REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer and persons acting on behalf of the issuer may
					 communicate with prospective investors and investors about the terms of the
					 securities offering if:
(1) effected
				  through communication channels provided by the issuer, funding portal, or
				  registered dealer on their platforms;
(2) the issuer identifies itself as the
				  issuer in all communications; and
(3) persons acting on behalf of the issuer
				  identify their names, titles, and affiliation with the issuer in all
				  communications.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2051 - PROVIDING DOCUMENTS TO PROSPECTIVE INVESTORS AND INVESTORS

Current through Register Vol. 39, No. 2, July 15, 2024
The issuer shall provide a prospective investor or investor
					 with the disclosure document that it filed with the Administrator at the time
					 it makes an offer or sale of a security.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2052 - MANNER OF PROVIDING DISCLOSURE AND OTHER DOCUMENTS TO A PROSPECTIVE INVESTOR OR AN INVESTOR

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An individual
				  or entity providing a disclosure document, notice, or other information to a
				  prospective investor or investor pursuant to
				  G.S.
				  78A-17.1 or this Section may provide it in
				  paper or electronic format, unless otherwise provided in this
				  Subchapter.
(b) Any information or
				  communication affecting a prospective investor's or investor's rights, except a
				  rescission offer, may only be provided in electronic format if the prospective
				  investor or investor is:
(1) informed in
				  advance that notices will be provided electronically; and
(2) provided the opportunity and means to opt
				  out of receipt of electronic notices.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2053 - ISSUER SHALL REQUIRE INVESTOR ACTIONS

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  Before selling a security to an investor, an issuer relying on the Exemption
				  shall require the investor to provide the issuer with:
(1) a signed, dated document identifying the
				  investor and containing the certifications required by
				  G.S.
				  78A-17.1(a)(8);
(2) a written, signed, and dated
				  certification of:
(A) the investor's North
				  Carolina residency; and
(B) if
				  applicable, accredited investor status.
If the investor is an entity, its residence shall be the
					 principal place of business where the officers, partners, or managers of the
					 entity primarily direct, control, and coordinate the business activities;
					 and
(3) evidence
				  supporting the certification(s) made pursuant to Part (a)(2)(A) of this
				  Rule.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2054 - INVESTOR CANCELLATION OF INVESTMENT COMMITMENT

Current through Register Vol. 39, No. 2, July 15, 2024
(a)
				  Before an issuer has raised the minimum offering amount an investor may:
(1) cancel the commitment to invest in the
				  securities offering; and
(2)
				  request that the investor's funds be returned to the investor.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2055 - RELEASE OF FUNDS IN ESCROW ACCOUNT

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An
				  escrow agent shall only release funds in the escrow account:
(1) to the issuer if the minimum offering
				  amount has been reached by the target date and the funds have been deposited in
				  the escrow account; or
(2) to an
				  investor if:
(A) the minimum offering amount
				  has not been reached by the target date;
(B) the issuer notifies the escrow agent
				  pursuant to Rule .2054 of this Section with respect to an investor's
				  cancellation of the investment; or
(C) the issuer terminates the offering for
				  any reason prior to the minimum offering amount being reached by the target
				  date.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2056 - ISSUER NOTICE TO INVESTORS MINIMUM OFFERING AMOUNT REACHED

Current through Register Vol. 39, No. 2, July 15, 2024
The issuer shall provide a written notification to all
					 investors of the date when the minimum offering amount has been reached. The
					 notification shall be provided within 10 days of the date when the minimum
					 offering amount has been reached.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2057 - QUARTERLY REPORTS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The issuer
				  shall provide quarterly reports to the investors and file the reports with the
				  Administrator until no securities issued in the securities offering are
				  outstanding.
(b) The issuer's first
				  quarterly report shall be due 45 days after the end of the fiscal quarter in
				  which the minimum offering amount is reached.
(c) In addition to the information required
				  by G.S.
				  78A-17.1(c), a quarterly
				  report shall include the status of the securities offering, indicating the
				  progress of the securities offering toward the target offering
				  amount.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2058 - CONCLUSION OF THE OFFERING

Current through Register Vol. 39, No. 2, July 15, 2024
The issuer shall file a report with the Administrator
					 within 10 days of the conclusion of the securities offering. The report shall
					 include:
(1) the number of
				  investors;
(2) the aggregate amount
				  of securities sold during the offering, expressed as:
(a) number of units of securities sold;
				  and
(b) dollars raised by the sale
				  of securities;
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2060 - ISSUER RECORDKEEPING REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) With
				  regard to documents related to the Exemption, an issuer shall retain:
(1) copies of documents that it
				  makes;
(2) copies of documents that
				  it receives; and
(3) documents of
				  any persons acting on its behalf. The issuer shall not be required, pursuant to
				  this Rule, to obtain and retain documents from escrow agents, funding portals,
				  and registered dealers other than those documents it receives in the ordinary
				  course of business related to the securities offering pursuant to the
				  Exemption.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2061 - FUNDING PORTAL RECORDKEEPING REQUIREMENTS

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The
				  funding portal shall make and preserve the following:
(1) all documents related to an investor who
				  purchases or attempts to purchase securities through the funding
				  portal;
(2) all documents related
				  to:
(A) issuers who offer and sell or attempt
				  to offer and sell securities through the funding portal; and
(B) the controlling persons of such issuers
				  related to the securities offering;
(3) documents of all communications that
				  occur on or through its platform;
(4) all documents related to persons that use
				  communication channels provided by a funding portal to promote an issuer's
				  securities or communicate with prospective investors;
(5) all documents to demonstrate compliance
				  with the requirements set out in the Rules in this Section;
(6) all notices provided by such funding
				  portal to issuers and investors generally through the funding portal's platform
				  or otherwise;
(7) all written
				  agreements entered into relating to its business in connection with offerings
				  listed on the funding portal or offerings by issuers rejected by the
				  portal;
(8) all daily, monthly, and
				  quarterly summaries of transactions effected through the funding
				  portal;
(9) a log reflecting the
				  progress toward meeting the target offering amount of each issuer who offers or
				  sells securities through the funding portal; and
(10) a copy of all documents relating to the
				  escrow account or any account maintained on behalf of an issuer.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2062 - REQUIREMENT FOR RETENTION OF ORIGINAL OR EQUIVALENT

Current through Register Vol. 39, No. 2, July 15, 2024
With the exception of a registered dealer, a person subject
					 to G.S.
					 78A-17.1 and the rules in this Section
					 shall:
(1) ensure that filed
				  electronic documents include all meta-data or other information related to the
				  properties or history of the document; and
(2) retain the information:
(a) in the original form in which the
				  information was created; or
(b) in
				  any other format that accurately captures and retains the original
				  information.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2063 - PROTECTION OF INVESTORS AGAINST FRAUD AND OTHER MISCONDUCT

Current through Register Vol. 39, No. 2, July 15, 2024
An issuer relying on the Exemption shall not directly or
					 indirectly engage in any activity that violates
					 G.S.
					 78A-8 with regard to the issuer's offer or
					 sale of securities.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2064 - INTEGRATION

Current through Register Vol. 39, No. 2, July 15, 2024
(a) An issuer shall
				  not use more than one exemption under G.S. 78A and this Section at the same
				  time.
(b) The Administrator shall
				  coordinate the interpretation of other securities integration issues in a
				  manner consistent with current principles in federal securities laws.
Authority
					 G.S.
					 78A-17.1(a)(5);
					 78A-17.1(f);
					 78A-49(a);
					 78A-49(d);
					 78A-64; S.L. 2016-103,
					 s.4.(a);
Eff. April 1, 2017.
North Carolina Administrative Code › Title 18 - SECRETARY OF STATE › Chapter 06 - SECURITIES DIVISION › Subchapter A - RECODIFIED RULES › Section .2000 - INVEST NC EXEMPTION (CROWDFUNDING) › Section 06A .2065 - REQUEST FOR WAIVER

Current through Register Vol. 39, No. 2, July 15, 2024
(a) The
				  Administrator may waive any rule in this Section other than Rule .2004(h) upon
				  evaluation of a written request for a waiver and the factors set out in Rule
				  .2066 of this Section.
(b) A
				  written request for a waiver shall include:
(1) the identity of the person or entity
				  filing the request ("the requestor");
(2) contact information for the
				  requestor;
(3) the specific rule(s)
				  for which a waiver is requested;
(4) the reason(s) a waiver is being
				  requested;
(5) the applicability of
				  the factors set out in Rule .2066 of this Section;
(6) any other information the requestor
				  thinks would help the Administrator make a decision on the waiver request;
				  and
(7) any other information
				  addressing the factors the Administrator may consider in evaluating the waiver
				  request pursuant to Rule .1504 of this Subchapter and Rule .2066 of this
				  Section.