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, or for further information, please contact the West Virginia Securities Commission at 304.558.2257

Disclaimer

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