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Registration of Securities by SEC
Regulation D
The applicant’s reliance upon the Regulation D Uniform Limited Offering exemption, under
§111 C.S.R.1-15.06(b)(9) of the Code of State Rules, excludes the application of other exemptions for
the same offering. The transaction de minimis exemption under §32-4-402(b)(9) and the Uniform Limited
Offering Exemption under §111 C.S.R.1-15.06(b)(9), are separate and distinct exemptions. The transaction de minimis
exemption is self-executing.
- There are no State legend requirements.
- West Virginia does not recognize §230.504 under Regulation D.
Filing Requirements:
- A copy of Form D within 15 days of first sale in West Virginia and the original signature on Form D.
- A Consent to Service of Process. (Form U-2) must be notarized.
- $125.00 fee made payable to the West Virginia State Auditor.
Note:
If commissions are taken via sales to WV residents, these transactions
must be effected through a registered West Virginia
broker-dealer or
agent of issuer. Accordingly, the following disclosure language may
be requested in connection with the offering, “No sales commissions
have been or will in the future be paid to anyone in connection with
the offering of securities in reliance on an exemption under Regulation
D, unless such individual is registered under Chapter 32 of the West
Virginia Code.
If you have any questions, contact
For further information, please contact the West Virginia Securities Commission at 304.558.2257
Disclaimer
The West Virginia Securities Commission uses links to other Web sites for the convenience of the user. Whenever you
click on links provided, you are leaving the West Virginia Securities Commission and entering an external site. The
Security Commission cannot attest to the accuracy of the information provided by the external linked sites, nor does
the Securities Commission endorse any products or information obtained from these external sites.
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