Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 50 - Securities, Franchises and Charities › Subchapter 05 - Securities › Part 3 - Issuance and Registration of Securities (230-RICR-50-05-3) › Section 230-RICR-50-05-3.14 - Exemption for Offers and Sales to Accredited Investors

Current through June 14, 2024
A. Any offer or sale of a security by an
				  issuer in a transaction that meets the requirements of §
										3.14   of this Part
				  is exempted from R.I. Gen. Laws §§
										7-11-301 and
				  7-11-404.
B. Sales of securities shall be made only to
				  persons who are, or the issuer reasonably believes are, Accredited Investors.
				  "Accredited investor" is defined as any person who comes within any of the
				  following categories, or who the issuer reasonably believes comes within any of
				  the following categories, at the time of the sale of the securities to that
				  person:
1. Any bank as defined in Section
				   3(a)(5)(A)   of the Securities Act of 1933,
				  15 U.S.C. §
												77c(a)(5)(A), whether acting
				  in its individual or fiduciary capacity; any broker or dealer registered
				  pursuant to Section  15   of the Securities Exchange Act of 1934; any insurance
				  company as defined in section  2(a)(13)   of the Securities Act of 1933,
				  15 U.S.C. §
												77b(a)(13); any investment
				  company registered under the Investment Company Act of 1940 or a business
				  development company as defined in section  2(a)(48)   of the Act, 15 U.S.C. §
											81  a-2(a)(48); any Small Business Investment Company licensed by the U.S. Small
				  Business Administration under section  301(c) or (d)   of the Small Business
				  Investment Act of 1958, 15
				  U.S.C. §
												681(c) or (d);
				  any plan established and maintained by a state, its political subdivisions, or
				  any agency or instrumentality of a state or its employees, if such plan has
				  total assets in excess of $5,000,000; any employee benefit plan within the
				  meaning of the Employee Retirement Income Security Act of 1974 if the
				  investment decision is made by a plan fiduciary, as defined in section  3(21)   of
				  the Act, 29 U.S.C. §
												1002(21), such association,
				  insurance company, or registered investment adviser, or if the employee benefit
				  plan has total assets in excess of $5,000,000 or, if a self-directed plan, with
				  investment decision made solely by persons that are accredited
				  investors;
2. Any private business
				  development company as defined in section  202(a)(22)   of the Investment Advisers
				  Act of 1940, 15 U.S.C.
				  §
												80b-2(a)(22);
3. Any organization described in section
				   501(c)(3)   of the Internal Revenue Code, corporation, Massachusetts or similar
				  business trust, or partnership, not formed for the specific purpose of
				  acquiring the securities offered, with total assets in excess of
				  $5,000,000;
4. Any director,
				  executive officer, or general partner of the issuer of the securities being
				  offered or sold, or any director, executive officer, or general partner of a
				  general partner of that issuer;
5.
				  Any natural person whose individual net worth, or joint net worth with that
				  person's spouse, at the time of his purchase exceeds $1,000,000;
6. Any natural person who had an individual
				  income in excess of $200,000 in each of the two most recent years or joint
				  income with that person's spouse in excess of $300,000 in each of those years
				  and has a reasonable expectation of reaching the same income level in the
				  current year;
7. Any trust, with
				  total assets in excess of $5,000,000, not formed for the specific purpose of
				  acquiring the securities offered, whose purchase is directed by a sophisticated
				  person as described in 17
				  C.F.R. §
												230.506(b)(2)(ii);
				  and
8. Any entity in which all of
				  the equity owners are accredited investors.