reglab/statecodes huggingface dataset:
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart A - Definitions › Chapter 102 - DEFINITIONS › Section 102.202 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												102.202 amended under sections
						102(d), (k) and (t) and 609(a) of the Pennsylvania Securities Act of 1972
						(70
						P.S. §§
													1-102(d), (k) and
						(t) and
						6-609(a)); reserved under
						section 202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart A - Definitions › Chapter 102 - DEFINITIONS › Section 102.230 - Construction

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Part and
				  section headings and cross references to other portions of this part are
				  included only for convenience, and have no legal significance.
(b) References in this part to other statutes
				  are as they may be now or hereafter altered.
(c) Unless the context otherwise requires, in
				  this part the masculine pronoun includes the feminine and neuter, and the
				  neuter pronoun includes the masculine and feminine.
(d) If any provisions of this part or the
				  application of a provision to any person or circumstance is held invalid, the
				  remainder of this part and its application to other persons or circumstances
				  are not affected.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart A - Definitions › Chapter 102 - DEFINITIONS › Section 102.241 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												102.241 amended under sections
						102(d), (k) and (t) and 609(a) of the Pennsylvania Securities Act of 1972
						(70
						P.S. §§
													1-102(d), (k) and
						(t) and
						1-609(a)); reserved under
						section 202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.010 - Securities issued by a governmental unit

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The exemption contained in section 202(a)
				  of the act (70 P.S. §
											1-202(a)) is available for a
				  security described in that section which is an exempt security under section
				  3(a)(2) of the Securities Act of 1933 (15 U.S.C.A. §
											77c(a)(2)).
(b) The exemption in paragraph (a) does not
				  apply to any part of an obligation evidenced by a bond, note, debenture or
				  other evidence of indebtedness issued by a governmental unit specified in
				  section 3(a)(2) of the Securities Act of 1933 that is considered to be a
				  separate security under Securities and Exchange Commission Rule 131
				  (17 CFR
				  230.131) (relating to definition of security
				  issued under governmental obligations).
The provisions of this §
												202.010 amended under sections
						202(a), (c), (e) and (i) and 609(a) of the Pennsylvania Securities Act of 1972
						(70
						P.S. §§
													1-202(a), (c), (e) and
						(i) and
						1-609(a)); section 202.C of
						the Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.030 - Commercial paper

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The
				  exemption contained in section 202(c) of the act (70 P.S. §
											1-202(c)) is available for
				  any security which is a Federally covered security by reason of being an exempt
				  security under section 3(a)(3) of the Securities Act of 1933 (15 U.S.C.A. §
											77c(a)(3)) as interpreted by
				  Release 33-4412 (26 FR 9158 (September 20, 1961)) issued by the Securities and
				  Exchange Commission which provides that:
(1)
				  The commercial paper is prime quality of a type not ordinarily purchased by the
				  general public.
(2) The commercial
				  paper is of a type eligible for discounting by banks which are members of the
				  Federal Reserve System.
(3) The
				  commercial paper is not payable on demand and does not contain a provision for
				  an automatic "rollover."
(4) The
				  commercial paper is issued to facilitate current operational business
				  requirements.
(5) The commercial
				  paper proceeds are not used to:
(i) Discharge
				  existing indebtedness unless the indebtedness is itself exempt under section
				  3(a)(3) of the Securities Act of 1933.
(ii) Purchase or construct a plant
				  facility.
(iii) Purchase durable
				  machinery or equipment.
(iv) Fund
				  commercial real estate development or financing.
(v) Purchase real estate mortgages or other
				  securities.
(vi) Finance mobile
				  homes or home improvements.
(vii)
				  Purchase or establish a business enterprise.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.041 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												202.041 reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.051 - Equity securities of nonprofit organizations

Current through Register Vol. 54, No. 28, July 13, 2024
(a) For the purpose of section 202(e) of the
				  act (70 P. S. §
											1-202(e)), the exemption is
				  not applicable to a proposed offering of nondebt securities by an issuer when:
(1) a promoter transfers, directly or
				  indirectly, assets to the issuer at a price substantially in excess of the cost
				  (in cash or other tangible property) to the promoter or the reasonable current
				  value thereof;
(2) a promoter
				  enters into or expects to enter into an employment, management or consulting
				  arrangement with the issuer for compensation or remuneration in excess of that
				  normally paid for services of like kind and quality in the geographical area
				  where such services are to be rendered;
(3) a promoter, directly or through an
				  affiliate, enters into or expects to enter into a construction or other service
				  contract with the issuer whereby the promoter or its affiliate will or proposes
				  to make a profit by providing the materials or services in excess of normal
				  profit for such materials or services in the geographical area where such
				  services are to be rendered; or
(4)
				  a promoter will receive a substantial portion of the proceeds of the offering
				  under circumstances which result in the conferring of substantial financial
				  benefits on a promoter.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.052 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												202.052 reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.070 - Securities issued in connection with employee benefit plans

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An issuer may
				  rely on the exemption in section 202(g) of the act (70 P. S. §
											1-202(g)) if any of the
				  following apply:
(1) The securities are being
				  issued in connection with a stock option, purchase, savings, pension,
				  profit-sharing or similar compensatory benefit plan or compensatory contract
				  for employees.
(2) The securities
				  are being issued in good faith reliance that the transaction qualifies for an
				  exemption under Securities and Exchange Commission Rule 701 (17 CFR
				  230.701) (relating to exemption for offers
				  and sales of securities pursuant to certain compensatory benefit plans and
				  contracts relating to compensation) as made effective April 7, 1999, in SEC
				  Release 33-7645.
(3) The securities
				  being issued meet the following conditions:
(i) Have been registered under the Securities
				  Act of 1933 (15 U.S.C.A.
				  §§
													77a-77aa).
(ii) Are issued in a transaction that meets
				  the requirements of subsections (c) and (e) of Securities and Exchange
				  Commission Rule 701 (17 CFR
				  230.701(c) and
				  (e)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.091 - Shares of professional corporations

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under the authority contained in section
				  202(i) of the act (70 P.S. §
											1-202(i)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require the registration under section 201 of the act
				  (70
				  P.S. §
											1-201) of shares issued by a
				  professional corporation.
(b) The
				  exemption contained in this section may not apply to a transaction entered into
				  primarily to avoid the provisions of section 201 of the act or made in
				  violation of the antifraud provisions in sections 401-409 of the act
				  (70
				  P.S. §§
											1-401-1-409) and Subpart D
				  (relating to fraudulent and prohibited practices).
The provisions of this §
												202.091 amended under sections
						202(g) and (i), 293(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the
						Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.092 - Guaranties of certain debt securities exempt

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The exemption established by this section
				  applies to a guaranty of a bond that is offered or sold in this
				  Commonwealth.
(b) Under the
				  authority contained in section 202(i) of the act (70 P.S. §
											1-202(i)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require the registration under section 201 of the act
				  (70
				  P.S. §
											1-201) of the guaranty of a bond
				  if all of the following conditions are met:
(1) The official statement or other
				  disclosure document being used in connection with the offer and sale of the
				  bonds contains either of the following:
(i)
				  An audited balance sheet and statement of income of the guarantor dated within
				  120 days before the commencement of the offering in this
				  Commonwealth.
(ii) Both of the
				  following:
(A) An audited balance sheet and
				  statement of income of the guarantor for either of the following:
(I) The most recent completed fiscal
				  year.
(II) The previous most recent
				  completed fiscal year if the fiscal year of the guarantor ended within 90 days
				  before the commencement of the offering in this Commonwealth.
(B) A statement by a certified
				  public accountant or the guarantor detailing any adverse material changes in
				  the financial condition of the guarantor which occurred from the date of the
				  audited balance sheet submitted in compliance with clause (A) within 5 days of
				  the commencement of the offering in this Commonwealth.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.093 - Charitable contributions to pooled income funds exempt

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under the authority contained in section
				  202(i) of the act (70 P.S. §
											1-202(i)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require registration under section 201 of the act (70 P.S. §
											1-201) of any securities issued or created in
				  connection with contributions or transfers of property to, or certificates of
				  interest or participation in, pooled income funds if the following conditions
				  are met:
(1) A pooled income fund (Fund) as
				  defined in section 642(c)(5) of the Internal Revenue Code of 1986
				  (26 U.S.C.A. §
												642(c)(5)) is established to
				  permit donors to make irrevocable remainder interest gifts to the
				  Fund.
(2) The Fund is afforded a
				  tax deduction under section 642(c)(3) of the Internal Revenue Code of
				  1986.
(3) The Fund is in compliance
				  with the Solicitation of Funds for Charitable Purposes Act (10 P.S.
				  §§
												162.1-162.23) and amendments and
				  successor statutes.
(4) A
				  prospective donor is provided written disclosure which fully and fairly
				  describes:
(i) The consequences of a
				  contribution or transfer of property to the Fund.
(ii) The nature, operation and financial
				  condition of the Fund.
(5) A person responsible for solicitation of
				  contributions to the Fund will not receive commissions or other special
				  compensation based on the amount of property transferred except that this
				  prohibition does not apply if the person receiving the commissions or special
				  compensation is registered with the Department as a broker-dealer under section
				  301 of the act (70 P.S. §
												1-301) or is
				  registered with the Department under section 301 of the act as an agent of the
				  broker-dealer.
(6) A person
				  receiving compensation for advising the charitable organization as to the
				  advisability of investing in, purchasing or selling securities, including
				  interests in the Fund, or otherwise performing as an investment adviser is
				  either of the following:
(i) An investment
				  adviser registered with the Department under section 301 of the act.
(ii) A Federally covered adviser that is in
				  compliance with section 303(a) of the act (70 P.S. §
													1-303(a)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.094 - World class issuer exemption

Current through Register Vol. 54, No. 28, July 13, 2024
Under the authority contained in section 202(i) of the act
					 (70
					 P.S. §
											1-202(i)), the
					 Department finds that it is not in the public interest or necessary for the
					 protection of investors to require registration under section 201 of the act
					 (70
					 P.S. §
											1-201) of any security meeting
					 all of the following conditions:
(1)
				  The securities are one of the following:
(i)
				  Equity securities except options, warrants, preferred stock, subscription
				  rights, securities convertible into equity securities or any right to subscribe
				  to or purchase the options, warrants, convertible securities or preferred
				  stock.
(ii) Units consisting of
				  equity securities permitted by subparagraph (i) and warrants to purchase the
				  same equity security being offered in the unit.
(iii) Nonconvertible debt securities that are
				  rated in one of the four highest rating categories of Standard and Poor's,
				  Moody's, Dominion Bond Rating Services or Canadian Bond Rating Services or
				  another rating organization designated by the Department. For purposes of this
				  subsection, nonconvertible debt securities means securities that cannot be
				  converted for at least 1 year from the date of issuance and then only into
				  equity shares of the issuer or its parent.
(iv) American Depository Receipts
				  representing securities described in subparagraphs (i)-(iii).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 202 - EXEMPT SECURITIES › Section 202.095 - Charitable gift annuities

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
				  Under the authority contained in section 202(i) of the act (70 P.S. §
											1-202(i)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require registration under section 201 of the act (70 P.S. §
											1-201) of securities issued or created in
				  connection with the offer or sale of charitable gift annuities if the following
				  conditions are met:
(1) The charitable gift
				  annuity (annuity) meets the terms and conditions of being exempt from the laws
				  of the Commonwealth regulating insurance under the Charitable Gift Annuity
				  Exemption Act (10 P.S. §§
												361-364).
(2) A prospective annuitant is provided
				  written disclosure which fully and fairly describes the consequences of a
				  contribution or transfer of property to the qualified charity, as that term is
				  defined in the Charitable Gift Annuity Exemption Act.
(3) The persons responsible for solicitation
				  of purchasers of annuities will not receive commissions or other special
				  compensation based on the amount of the annuity purchased unless the person
				  receiving the commissions or special compensation is registered with the
				  Department as a broker-dealer under section 301 of the act (70 P.S. §
												1-301) or is registered with the Department
				  under section 301 of the act as an agent of the broker-dealer.
(4) A person receiving compensation for
				  advising the qualified charity as to the advisability of investing in,
				  purchasing or selling securities, including annuities, or otherwise performing
				  as an investment adviser is either of the following:
(i) An investment adviser registered with the
				  Department under section 301 of the act.
(ii) A Federally covered adviser that is in
				  compliance with section 303(a) of the act (70 P.S. §
													1-303(a)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.011 - Nonissuer transactions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The
				  exemption contained in section 203(a) of the act (70 P.S. §
											1-203(a)) is available for
				  transactions in a security which are not directly or indirectly for the benefit
				  of the issuer or an affiliate of the issuer of the subject security. By way of
				  illustration, an offering of securities is indirectly for the benefit of the
				  issuer or an affiliate if any part of the proceeds of the transaction will be
				  received indirectly by the issuer or an affiliate.
(b) A transaction that is part of a single
				  plan of distribution which involves a distribution by an issuer of its
				  securities to the public will not be considered a nonissuer transaction for
				  purposes of section 203(a) of the act.
The provisions of this §
												203.011 amended under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.031 - Fiduciary capacity

Current through Register Vol. 54, No. 28, July 13, 2024
Where an institutional investor purchases securities for
					 the benefit of another person, the exemption contained in section 203(c) of the
					 act (70 P. S. §
											1-203(c)) shall be available
					 only if the institutional investor is empowered under applicable state or
					 Federal law to act as a corporate fiduciary and is acting as trustee, guardian,
					 conservator, executor or administrator; provided that, section 203(c) of the
					 act (70 P. S. §
											1.203(c)) is not available
					 for a transaction where an institutional investor is acting in the capacity of
					 trustee, guardian, conservator, executor or administrator for the primary
					 purpose of avoiding or facilitating the avoidance of the provisions of section
					 201 of the act (70 P. S. §
											1-201).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.041 - Limited offerings

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The
				  notice required under section 203(d) of the act (70 P.S. §
											1-203(d)) shall be filed
				  with the Department within the time period specified on Form E in accordance
				  with the General Instructions.
(b)
				  The Department will not consider the requirement of section 203(d)(i) of the
				  act to be met unless the issuer meets all of the following:
(1) Enters into a written agreement by which
				  the purchaser agrees not to sell the securities purchased under the exemption
				  within 12 months after the date of purchase, except in accordance with §
											204.011 (relating to waivers of
				  the 12-month holding period), and a copy of the agreement to be signed has been
				  filed with the Department.
(2)
				  Places a legend on the security restricting its transferability for 12 months
				  after the date of purchase except in accordance with § 204.011.
(3) Instructs its transfer agent, if any,
				  that no transfer of the securities is permitted except in accordance with
				  section 203(d) of the act, § 204.011 and this section.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.091 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												203.091 amended under sections
						203(d), (i.1), (j) and (n)-(t) and 609(a) of the Pennsylvania Securities Act of
						1972 (70 P.S. §§
													1-203(d), (i.1), (j) and
						(n)-(t) and 1-609(a)); reserved under section 202.C of the Department of
						Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
This section cited in 10 Pa. Code §
												102.021 (relating to
						definitions).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.101 - Mortgages

Current through Register Vol. 54, No. 28, July 13, 2024
(a) For the purpose
				  of section 203(j) of the act (70 P.S. §
											1-203(j)), the exemption is
				  available only if:
(1) The entire bond or
				  other evidence of indebtedness, together with the real or chattel mortgage,
				  deed of trust, agreement of sale or other instrument securing the same is
				  offered and sold as one unit.
(2)
				  The purchaser of the unit is not offered, as part of the offer of the unit or
				  in connection therewith, a property interest that would itself be considered to
				  be a security under section 102(t) of the act (70 P.S. §
												1-102(t)) or under other
				  regulations adopted under the act.
(3) The outstanding principal amount of all
				  bonds or other evidences of indebtedness that are secured by the real or
				  chattel mortgage, deed of trust or agreement of sale on the same property
				  (including bonds and other evidences of indebtedness issued in the transaction)
				  does not exceed the fair value of the property at the time of the
				  transaction.
(4) General
				  solicitation through public media advertisement, mass mailing, the Internet or
				  other means does not occur in connection with soliciting the
				  transaction.
(5) Compensation is
				  not paid or given directly or indirectly for soliciting any person in this
				  Commonwealth in connection with the transaction.
(6) The issuer, at the time of the
				  transaction, is in compliance with any applicable licensing requirements of the
				  Department.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.131 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												203.131 reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.141 - Sales to existing equity security holders

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The exemption contained in section 203(n)
				  of the act (70 P.S. §
											1-203(n)) is only available
				  for the offer and sale of equity securities when all of the following exist:
(1) The offer is made to existing equity
				  securityholders of a class of a series of the issuer's issued and outstanding
				  equity securities, although the offer does not need to be made to all the
				  classes or series.
(2) The offer is
				  made pro rata to all the equity securityholders who are, of record, residents
				  of this Commonwealth.
(3) The
				  solicitation of an equity securityholder in this Commonwealth does not result
				  in the payment of a commission or other remuneration, other than a standby
				  commission.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.151 - Proxy materials

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
				  Except as provided in subsection (b), in a transaction requiring the filing of
				  proxy materials with the Department for review under section 203(o) of the act
				  (70
				  P.S. §
											1-203(o)), the
				  materials must conform to Rule 14A,
				  17 CFR
				  240.14 a-1-240.14
				  b-2 (relating to solicitations of proxies) promulgated under the Securities
				  Exchange Act of 1934 (15
				  U.S.C.A. §§
											78a-78qq).
(b) In a transaction subject to the filing
				  requirements of section 203(o) of the act, filing is not required if the number
				  of persons to whom securities are offered and sold in this Commonwealth does
				  not exceed 25, exclusive of principals of the entities whose securityholders
				  are voting or providing written consent.
(c) Except for transactions described in
				  subsection (b), notice shall be given to the Department for a transaction
				  requiring the filing of proxy materials with the Department under section
				  203(o) of the act by filing:
(1) Form 203-O in
				  accordance with the General Instructions.
(2) The exemption filing fee specified in
				  section 602(b.1)(v) of the act (70 P.S. §
												1-602(b.1)(v)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.161 - Debt securities of nonprofit organizations

Current through Register Vol. 54, No. 28, July 13, 2024
(a) A person proposing to offer debt
				  securities under section 203(p) of the act (70 P.S. §
											1-203(p)) shall:
(1) Complete and file with the Department two
				  copies of Form 203-P in accordance with the General Instructions.
(2) File Form 203-P no later than 5 business
				  days before the earlier of either the issuer receiving from any person:
(i) An executed subscription agreement or
				  other contract to purchase the securities being offered.
(ii) Consideration for the subscription
				  agreement or other contract to purchase the securities being
				  offered.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.171 - Reserved

Current through Register Vol. 54, No. 28, July 13, 2024
The provisions of this §
												203.171 amended under sections
						202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); reserved under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.183 - Agricultural cooperative associations

Current through Register Vol. 54, No. 28, July 13, 2024
Under the authority contained in section 203(r) of the act
					 (70
					 P.S. §
											1-203(r)), the
					 Department finds that it is not in the public interest or necessary for the
					 protection of investors to require the registration under section 201 of the
					 act (70 P.S. §
											1-201) of
					 securities issued by an agricultural cooperative association in transactions
					 when all of the following conditions are met:
(1) The securities are issued by the
				  agricultural cooperative association.
(2) The securities are offered and sold only
				  to persons who are, at the time of an offer and sale, agricultural cooperative
				  association members or to persons who, on sale of securities to them, thereby
				  become members of the agricultural cooperative association.
(3) The transfer of the securities for value
				  is restricted to agricultural cooperative association members.
(4) A person does not receive any commission
				  or other compensation as a result of or based on the sale of the securities
				  other than in connection with the solicitation of nonmembers for membership in
				  the agricultural cooperative association.
The provisions of this §
												203.183 amended under sections
						202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); section 202.C of the
						Department of Banking and Securities Code (71 P.S. §
													733-202.C); and section 9(b) of the Takeover
						Disclosure Law (70 P.S. §
													79(b)).
This section cited in 10 Pa. Code §
												102.021 (relating to
						definitions).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.184 - Offers and sales to principals

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under the authority contained in section
				  203(r) of the act (70 P.S. §
											1-203(r)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require the registration under section 201 of the act
				  (70
				  P.S. §
											1-201) of securities offered and
				  sold by an issuer to:
(1) A
				  principal.
(2) A corporation, the
				  outstanding voting stock of which is beneficially owned by one or more
				  principals.
(3) A general
				  partnership or a limited partnership, the interest in which is beneficially
				  owned by one or more principals.
(4) A trust, the trustees of which are
				  principals.
(5) Any other person,
				  the interest in which is beneficially owned by one or more
				  principals.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.185 - Offers before effectiveness of registration by qualification exempt

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under section
				  203(r) of the act (70 P.S. §
											1-203(r)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require the registration under section 201 of the act
				  (70
				  P.S. §
											1-201) for securities to be
				  offered but not sold to an applicant filing a registration statement for its
				  securities under section 206 of the act (70 P.S. §
											1-206) before the effectiveness of the
				  registration statement if all of the following criteria are met:
(1) The applicant has done all of the
				  following:
(i) Filed a registration statement
				  under section 206 of the act to register the securities for which offers will
				  be made.
(ii) Filed a written
				  opinion of management which states that all of the following conditions apply
				  to the applicant:
(A) The business, including
				  any predecessor, is an existing business which possesses a history of
				  operations of 4 years or more.
(B)
				  The business, including any predecessor, maintains and will continue to
				  maintain a place of business in this Commonwealth which employs at least 25
				  persons.
(C) The business,
				  including any predecessor, has averaged annual gross revenues of at least
				  $500,000 for the past 2 years.
(D)
				  The business, including any predecessor, possesses at least 4 years of
				  historical financial information.
(iii) Filed an intention to comply with
				  paragraph (3) and subsections (b)-(d).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.186 - Employee takeovers

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under
				  section 203(r) of the act (70 P.S. §
											1-203(r)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require the registration under section 201 of the act
				  (70
				  P.S. §
											1-201) of securities issued under
				  an investment plan for employees of an existing person designed to purchase
				  securities of a newly created person in transactions if:
(1) The proceeds from the sale of the
				  securities will be used to purchase assets and operations of the existing
				  person.
(2) The employees will
				  preserve their jobs through their employment with the newly created
				  person.
(3) The employees'
				  participation in the investment plan is not required as a condition of
				  employment.
(4) The employees being
				  solicited to purchase securities under the investment plan receive, at least 7
				  days before entering into a binding obligation to purchase or subscribe for the
				  purchase of securities issued or to be issued under the investment plan:
(i) Written offering materials that fully and
				  adequately disclose all material facts about the investment plan, including
				  detailed risk factors explaining the potential loss of their
				  investment.
(ii) An opinion of
				  counsel that the security, when sold, will be legally issued, fully paid and
				  nonassessable and, if a debt security, a binding obligation of the
				  issuer.
(5) The
				  prospective financial statements used in connection with soliciting the
				  purchase of securities under the investment plan comply with §
											609.010(c) 
				  (relating to use of prospective financial statements).
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.187 - Small issuer exemption

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
General rule.
Under section 203(r) of the act (70 P.S. §
											1-203(r)), the Department
				  finds that it is not in the public interest or necessary for the protection of
				  investors to require registration under section 201 of the act (70 P.S. §
											1-201) for the offer and sale of securities
				  by an issuer if:
(1) The issuer has not sold
				  securities in or out of this Commonwealth to more than ten persons.
(2) The issuer, in connection with offers
				  made for the sale of securities under this section, has not made offers to sell
				  securities to more than 90 persons in this Commonwealth in a period of 12
				  consecutive months.
(3) The issuer
				  is either organized under the laws of the Commonwealth or has its principal
				  place of business in this Commonwealth.
(4) The issuer or a promoter, officer or
				  director of the issuer is not subject to the disqualifications in §
											204.010(b)
				  (relating to increasing the number of purchasers and offerees).
(5) General solicitation through public media
				  advertisement, mass mailing, the Internet or other means does not occur in
				  connection with the offers and sales under this section.
(6) Cash or securities are not given or paid,
				  directly or indirectly, to a person as compensation in connection with a sale
				  under this section unless:
(i) The
				  compensation is given or paid in connection with a sale made by a broker-dealer
				  who either is registered under section 301 of the act (70 P.S. §
													1-301) or exempt from registration under
				  section 302(a) of the act (70 P.S. §
													1-302(a)).
(ii) The person receiving compensation is
				  either the broker-dealer or an agent of the broker-dealer who either is
				  registered under section 301 of the act or exempt from registration under
				  section 302(b) of the act.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.188 - Cooperative Business Associations Exemption

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under section 203(r) of the act
				  (70
				  P.S. §
											1-203(r)), the
				  Department finds that it is not in the public interest or necessary for the
				  protection of investors to require registration of securities transactions
				  under section 201 of the act (70 P.S. §
											1-201) if all of the following conditions are
				  met:
(1) The issuance, offer and sale of
				  securities of a cooperative business association is made only to persons who
				  are members of the cooperative business association or, on the purchase of the
				  security offered, will become members of a cooperative business
				  association.
(2) The transfer of
				  the securities for value is restricted to the cooperative business association,
				  members of the cooperative business association or a successor in interest of a
				  transferor who qualifies for membership, as may be further limited by the
				  articles of incorporation of the cooperative business association, if
				  certificates evidencing the securities bear a legend setting forth the
				  restrictions.
(3) A person does not
				  receive a commission or other compensation directly or indirectly as a result
				  of or based on the sale of securities of a cooperative business association
				  other than in connection with the solicitation of nonmembers for
				  membership.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.189 - Isolated transaction exemption

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
General.
Under section
				  203(r) of the act (70 P.S. §
											1-203(r)), the Department
				  finds that it is not necessary or appropriate for the protection of investors
				  to require registration under section 201 of the act (70 P.S. §
											1-201) for the offer and sale of securities
				  by an issuer if:
(1) Sales made under this
				  section do not result in the issuer having made sales of its securities to more
				  than two persons in this Commonwealth during a period of 12 consecutive months.
				  Only sales described in subsection (c) will be counted as sales for purposes of
				  the numerical limitations contained in this paragraph.
(2) Offers made under this section do not
				  result in the issuer having made offers to sell its securities to more than 90
				  persons in this Commonwealth during a period of 12 consecutive months. Only
				  offers described in subsection (c) will be counted as offers for purposes of
				  the numerical limitations contained in this paragraph.
(3) The issuer either is organized under the
				  laws of the Commonwealth or has its principal place of business in this
				  Commonwealth.
(4) The issuer or a
				  promoter, officer or director of the issuer are not subject to the
				  disqualifications in §
											204.010(b)
				  (relating to increasing the number of purchasers and offerees).
(5) General solicitation through public media
				  advertisement, mass mailing, the Internet or other means does not occur in
				  connection with offers and sales made under this section.
(6) Cash or securities are not given or paid,
				  directly or indirectly, to a person as compensation in connection with a sale
				  under this section unless:
(i) The
				  compensation is given or paid in connection with a sale made by a broker-dealer
				  who is either:
(A) Registered under section
				  301 of the act (70 P.S. §
														1-301).
(B) Exempt from registration under section
				  302(a) of the act (70 P.S. §
														1-302(a)).
(ii) A person receiving compensation is
				  either the broker-dealer or an agent of the broker-dealer who is either:
(A) Registered under section 301 of the
				  act.
(B) Exempt from registration
				  under section 302(b) of the act.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.190 - Certain Internet offers exempt

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under section 203(r) of the act
				  (70
				  P.S. §
											1-203(r)), the
				  Department finds it not necessary or appropriate for the protection of
				  investors to require registration under section 201 of the act (70 P.S. §
											1-201) for offers of securities by an issuer
				  which are communicated electronically by means of a proprietary or common
				  carrier electronic delivery system, the Internet, the World Wide Web or similar
				  media (Internet Offer) if the issuer does not intend to offer and sell the
				  securities in this Commonwealth and meets the following conditions:
(1) The Internet Offer indicates, directly or
				  indirectly, that the securities are not to be offered to persons in this
				  Commonwealth.
(2) An offer is not
				  otherwise specifically directed to any person in this Commonwealth, by or on
				  behalf of the issuer.
(3) The
				  issuer's securities are not sold in this Commonwealth as a result of the
				  Internet Offer.
Pennsylvania Code › Title 10 - BANKING AND SECURITIES › Part VII - Securities › Subpart B - Registration of Securities › Chapter 203 - EXEMPT TRANSACTIONS › Section 203.191 - Rule 505 offerings

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
Filing requirement.
The notice required under section
				  203(s)(i) of the act (70 P.S. §
											1-203(s)(i)) shall be filed
				  with the Department within the time period specified on Form E as set forth in
				  §
										203.041 (relating to limited
				  offerings).
(b)
Integration.
Offers and sales made under this section are
				  counted as offers and sales under the applicable numerical limitations in
				  section 203(d) and (f) of the act and §
										204.010 (relating to increasing
				  the number of purchasers and offerees).
(c)
Amendments.
During the
				  period of the offering, the issuer shall take steps necessary to ensure that
				  all material information contained in the notice remains current and accurate
				  in all material respects. If a material statement made in the notice, or an
				  attachment thereto, becomes materially incorrect or inaccurate, the issuer
				  shall file an amendment with the Department in accordance with §
										609.011 (relating to amendments to
				  filings with Department) within 5 business days of the occurrence of the event
				  which required the filing of the amendment.
The provisions of this §
												203.191 adopted under sections
						202(g) and (i), 203(d), (i.1), (j) and (n)-(t), 204(a), 205(b), 207(g), (j.1)
						and (n), 209(b), 211(a) and (b), 504(d), 513, 603(a), 606(d) and 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §§
													1-202(g) and (i),
						1-203(d), (i.1), (j) and
						(n)-(t), 1-204(a), 1-205(b), 1-207(g), (j.1) and (n), 1-209(b), 1-211(a) and
						(b), 1-504(d), 1-513, 1-603(a), 1-606(d) and 1-609(a)); amended under section
						202.C of the Department of Banking and Securities Code (71 P.S. §
													733-202.C); section 609(a) of the
						Pennsylvania Securities Act of 1972 (70 P.S. §
													1-609(a)); and section 9(b)
						of the Takeover Disclosure Law (70 P.S. §
													79(b)).