Intrastate Crowdfunding Summary - Enacted - 8-17 - Full

Summary of ENACTED Intrastate Crowdfunding Exemptions (as of August, 2017) PART 1 OF 6
Any offer or sale of securities that uses the jurisdictional means (the mails, phones, internet) must be registered under the federal Securities Act of 1933 (the Securities Act) or be made in accordance with an exemption from that registration. Such
exemptions apply ONLY to registration of the offering; issuers are still subject to liability under the federal antifraud laws. Similarly, if issuers acquire a specified number of equity holders, they will be required to register under the federal Securities
Exchange Act of 1934. Further, any intermediary used in connection with a securities offering MAY be subject to applicable federal and state broker-dealer and/or other registration requirements.
The federal exemption most frequently relied on for intrastate offerings is Section 3(a)(11) of the Securities Act, but Rule 504 of the of the Securities Act is also used. Resale/transfer of securities sold through intrastate offerings will be restricted based
on the underlying federal exemption. If the intrastate offering relies on Section 3(a)(11), the securities will have to come to rest (9 month requirement under SEC Rule 147) in the respective state before they can be transferred. If the intrastate offer-
ing relies on Rule 504, the securities will be restricted securities and subject to the restrictions on transfer provide in the Securities Act. New SEC Rule 147A creates an additional new safe harbor from federal regulation for issuers conducting an in-
trastate offering, but would be available only to issuers in states where specific reference is made to Rule 147A in the applicable statute (and/or where compliance with Section 3(a)(11) is not statutorily required).
Potential liabilities for issuers and intermediaries in connection with intrastate offerings include, among others, anti-fraud liability under 12(a)(2) of the Securities Act and Rule 10b-5 under the Exchange Act, as well as the respective applicable state
securities anti-fraud liability statutes (some of which are identified below).
NOTE: Links to the full exemptions for these states are available HERE.
DISCLAIMER: Nothing in this chart is, or is intended to be, legal advice. The information herein is provided for informational purposes ONLY and YOU SHOULD CONSULT WITH YOUR ATTORNEY before using any of this infor-
mation. Further, NO REPRESENTATION OR WARRANTY is made as to the accuracy or use of any of information contained in this chart and there shall be NO DUTY, express or implied, on the authors or any other person to up-
date any of the information herein.
STATE ALABAMA ALASKA ARKANSAS ARIZONA COLORADO DELAWARE
Title SB 44 SB 108 HB 1800 HB 2591 HB 15-1246 HB 327
Statute citation Code of Ala. 1975, 8-6-11 AS 45.56.200 Ark. Slat. Ann. 23-42-504(a), as A.R.S. 44-1844, as amended by C.R.S. 11-51-308.5 DE Code 73-207(b) , as amend-
amended by proposed bill proposed bill ed by proposed bill
Date enacted January 23, 2014 July 18, 2016 March 28, 2017, April 1, 2015 April 13, 2015 July 11, 2016,
Effective Date April 8, 2014 October 16, 2016 Pending final rules July 3, 2015 August 5, 2015 November 8, 2016.
Exemption from federal regis- Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities
tration relied upon Act Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147
(see Note 1 below) OR OR
Rule 147A Rule 147A
Companies permitted to use the Only available to companies: Only available to for profit com- Only available to companies: Only available to companies: Only available to companies: Only available for profit compa-
exemption panies: nies:
organized and doing business in who have their principal office
organized and doing business in who have their principal office
the state; who have their principal office in the state; and the state; in the state; and organized and doing business in
in the state; and meet the requirements of Rule
who have their principal office meet the requirements of Rule the state; and
excludes investment companies, licensed by the department 147 or Rule 147A and the majority of their full- 147 or Rule 147A who have their principal office
SEC reporting companies, and time employees in the state; in the state;
blank check companies excludes investment companies, excludes investment companies, and excludes investment companies,
SEC reporting companies, broker- SEC reporting companies, broker- where at least 80% of the net SEC reporting companies, broker- excludes investment companies,
dealers and blank check compa- dealers and blank check compa- proceeds from the offering are dealers and blank check compa- broker-dealers, and registered
nies nies to be used in the state nies investment advisors
excludes investment companies,

SEC reporting companies, and
blank check companies
Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Aggregate annual sales limit Limited to: Limited to: Limited to: Limited to: Limited to: Limited to:
$1,000,000 $1,000,000 $1,000,000 $2,500,000 if issuer provides $2,000,000 if issuer provides $1,000,000
independently audited GAAP independently audited GAAP
fin. statements; fin. statements;
OTHERWISE OTHERWISE
$1,000,000 $1,000,000
State registration requirements Form CF1 filed not less than 10 Must file with the office no later Silent as to registration require- Must file with the office no later Must file with the commissioner Must file with the office no later
days before any general solicita- than 10 days before any general ments than 10 days before any offer: no later than 10 days before any than 10 days before any general
tion or within fifteen days after solicitation (or 15 days after the general solicitation: solicitation (or 15 days after the
the first sale of a security first sale, of sooner): Notification of intent to rely on Form CF-2; first sale, of sooner):
exemption; Copy or required escrow
Notification of intent to rely on Copy of Escrow Agreement; agreement; Notification of intent to rely on
exemption; and exemption;
Issuer Information; Copies of Business Plan, PPM Issuer Information;
Names of all officers, directors (and all other docs. Given to in- Names of all officers, directors
and other persons in control of vestors) and all adv. materials and other persons in control of
the issuer; and the issuer;
Name of escrowee institution Names of all persons involved
with the offering; and
Name of escrowee institution
Internet Offering Portal re- Silent as to use of Internet Offer- Silent as to use of Internet Offer- Silent as to use of Internet Offer- Offering must be made through Offering may be made through Offering may be made through
quirements or restrictions ing Portal ing Portal ing Portal one or more Internet Offering one Internet Offering Portals one or more Internet Offering
(see Note 2 below) Portals Portals
Silent as to required registration Silent as to required registration Silent as to required registration Offering Portal not required to
of Offering Portal as broker- of Offering Portal as broker- of Offering Portal as broker- Offering Portal not required to register as a broker-dealer if all Offering Portal not required to
dealer dealer dealer register as a broker-dealer if all applicable conditions met register as a broker-dealer if all
applicable conditions met applicable conditions met
Escrowee requirements or re- Funds must be deposited with Funds must be deposited with Silent as to requirement to use Funds must be deposited with Funds must be deposited with Funds must be deposited with
strictions escrowee until minimum offering escrowee until minimum offering escrowee. escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering
amount satisfied; amount satisfied; amount satisfied; amount satisfied; amount satisfied;
Escrowee must be a bank or de- Escrowee must be a bank or de- Escrowee must be an insured Escrowee must be a bank, regu- Escrowee must be a bank or de-
pository institution authorized to pository institution authorized to (pass through insurance) bank, lated trust company or corporate pository institution authorized to
transact business in the state transact business in the state credit union or depository insti- fiduciary, savings bank, savings transact business in the state
tution within the state that is and loan association, or credit
authorized to transact business union authorized to do business
in the state in the state
Annual Investment/Sale Limita- Limited to (unless investor quali- Limited to (unless investor quali- Limited to (unless investor quali- Limited to (unless investor quali- Limited to (unless investor quali- Limited to (unless investor quali-
tions (per Issuer to an Investor) fies as an Accredited investor fies as an Accredited investor fies as an Accredited investor fies as an Accredited investor fies as an Accredited investor fies as an Accredited investor
per issue annual investor limits under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D):
$5,000, per investor $10,000 per investor $5,000 per investor $10,000 per investor $5,000 per investor $5,000 per investor

Required disclosure to investors Identifying information about, Identifying information about, Identifying information about, Identifying information about, Identifying information about, Identifying information about,
(see Note 3 below) and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer
Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer
Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds
Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers
Terms of Securities Terms of Securities Terms of Securities Terms of Securities Terms of Securities Terms of Securities
AND AND AND AND AND AND
Any other information material Any other information material Any other information material Required disclosure regarding Identifying information about Evidence that the issuer is a for
to the offering to the offering to the offering non-registration of securities; every officer and director of the profit company organized and
Identity of all persons owning > issuer doing business in the state;
10% of any class of securities of Amount of authorized and is- Required disclosure regarding
Issuer; sued securities of the issuer non-registration of securities;
Identity of all officers, directors, Identification of solicitors and Identity of all persons owning >
etc. of Issuer; intermediaries, along with com- 10% of any class of securities of
Target amount and deadline; pensation; Issuer;
Identification of solicitors and all other information required Identity of all officers, directors,
intermediaries, along with com- under Form CF-2; etc. of Issuer;
pensation; Any other information material Identification of the minimum
Current litigation or legal pro- to the offering and maximum amount of securi-
ceedings; ties to be sold and deadline for
Financial statements; closing of offering;
Right of cancelation within 48 Current litigation or legal pro-
hours of offering deadline; ceedings;
Any other information material Financial statements;
to the offering Any other information material
to the offering
Restrictions on advertising and General solicitation permitted General solicitation permitted Silent; However, general solicita- Silent General solicitation permitted Silent
communications after filing Form CF1 after filing of requisite infor- tion permitted under Rule 147A after filing Form CF-2
mation with the administrator
Ongoing reporting requirements Silent Silent Silent Quarterly (internally prepared) Quarterly (internally prepared) Silent
reports to investors covering reports to investors covering
business operations, financial business operations, financial
condition, and compensation to condition, and compensation to
directors and officers; may satis- directors and officers; may satis-
fy by posting on its own website fy by posting on its own website
or through a qualified Internet or through a qualified Internet
Offering Portal w/in 45 days after Offering Portal w/in 45 days after
the end of each fiscal quarter of the end of each fiscal quarter of
Issuer Issuer
Disqualification from exemption Bad Actor disqualification (Same Bad Actor disqualification (Same Bad Actor disqualification (Same General disqualifications for one Bad Actor disqualification (Same Bad Actor disqualification (Same
Defn. as Rule 506(d)) Defn. as Rule 506(d)) Defn. as Rule 506(d)) or more of the reasons under Defn. as Rule 506(d)) Defn. as Rule 506(d))
Section 3(a)(11) of the Securities
Act or 17 CFR 230.262

Applicable state securities law Potential liabilities include 8-6- Potential liabilities include Potential liabilities include 23- Potential liabilities include Article Potential liabilities include 11- Potential liabilities include
anti-fraud liability 18 and 8-6-19 of the Alabama 45.55.925 and 45.55.930 of the 42-105 and 23-42-106 of the 14 and Article 16 of the Arizona 53-109 and 11-53-204 of the 7322 and 7323 of the Delaware
Securities Act Alabama Securities Act Arkansas Securities Act Securities Act Colorado Securities Act Securities Act
1. The Section 3(a)(11) exemption from federal registration is generally known as the "intrastate offering exemption." SEC Rule 147 provides a safe harbor from federal regulation for issuers relying on the Section 3(a)(11) intrastate offering ex-
emption. To qualify for this exemption, the company must: (1) be organized in the state where it is offering the securities; (2) carry out a significant amount of its business in that state; and (3) make offers and sales only to residents of that
state. For instance, a corporation organized under the laws of Delaware and does business in Georgia would not qualify for the exemption. Additionally, issuers engaging in general solicitation under the exemptions must take care that they
do not make offers of securities outside the state. The SEC recently enacted new SEC Rule 147A which provides a new safe harbor from federal regulation for issuers conducting an intrastate offering which allows for, among other things, gen-
eral solicitation. Additionally, under new Rule 147A an issuer is not required to be organized in the state in which it conducts the offering as long as the other requirements under Rule 147A are satisfied. However, Rule 147A would not be
available to issuers in states where compliance with Section 3(a)(11) is required by the applicable statutes (as compliance with Section 3(a)(11) and Rule 147A is not possible). Thus, to utilize the expanded provisions of Rule 147A the issuer
would need to be in a state where specific reference is made to Rule 147A in the applicable statute.
2. The SEC has recently provided guidance on compliance with use of the internet for intrastate offerings. See SEC Securities Act Compliance and Disclosure Interpretations ("CD&Is") questions 141.03, 141.04,
141.05, http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm. Of note, any online solicitation, whether done by the issuer or third-party investment platform, must be restricted to intrastate offerees
3. Some identified disclosures may represent best practice suggestions rather than statutorily required disclosures.
4. Some of the provisions identified in the summary above for Illinois were originally included in HB3429 but were subsequently removed from the bill. The intent of removing these provisions is to, upon the passing of the bill, include such provi-
sions as administrative rules. As a result, the above summary represents both the current version of HB 3429 as well as the intended related administrative rules.

NOTE: Links to the full exemptions for each of the states identified below are available HERE.
mation. Further, NO REPRESENTATION OR WARRANTY is made as to the accuracy or use of any of information contained in this chart and there shall be NO DUTY, express or implied, on the authors or any other person to
update any of the information herein.
STATE DISTRICT OF FLORIDA GEORGIA IDAHO ILLINOIS INDIANA

COLUMBIA
Title Final Rules (26 DCMR 250) HB 275 Invest Georgia By Administrative Order (2012 - HB 3429 and HB 3791 SB 375
Exemption Treasure Valley Angel Fund, LLC);
Decided on a case by case basis
Statute citation New section - Fla. Stat. 517.011 et seq., as GA Comp. R. & Regs. 590-4-2- Idaho Code 30-14-203 and 30- 815 ILCS 5/1, et seq., as IC 23-19-2-2(27)
Title 26, Subtitle B, Chapter 2, amended by proposed bill .08 14-301 amended by proposed bills
Section 250
Date enacted September 29, 2014 June 16, 2015 December 8, 2011 First Admin. Order - July 2, 2012 May 20, 2015 April 2, 2014
Effective Date October 24, 2014 October 1, 2015 December 8, 2011 July 2, 2012 January 1, 2016 July 1, 2014
tration relied upon Act and Rule 147 Act and Rule 147 Act and Rule 147 Act Act and Rule 147 Act
Rule 147A Rule 147A
Companies permitted to use the Only available to companies: Only available to companies: Only available to for profit com- Only available to companies: Only available to companies: Only available to companies:
exemption panies:
organized and doing business in organized and doing business in organized and doing business in who have their principal office organized and doing business in
the district; and the district; and who have their principal office the state; in the state; and the state;
whose principal office is in the whose principal office is in the in the state; and who have at least 80% of their meet the requirements of Rule
district; district; meet the requirements of Rule assets in the state prior to the 147 or Rule 147A excludes investment companies,
147 or Rule 147A offering; and SEC reporting companies, and
excludes investment companies, excludes not-for-profit compa- who will use at least 80% of the excludes investment companies, blank check companies
SEC reporting companies, and nies, investment companies, SEC excludes investment companies, offering proceeds in the state; SEC reporting companies, broker-
blank check companies reporting companies, and blank SEC reporting companies, broker- dealers and blank check compa-
check companies dealers and blank check compa- excludes sole proprietorships, nies
nies gen. partnerships, investment
companies, SEC reporting com-
panies, and blank check compa-
nies

COLUMBIA
$2,000,000 if issuer provides $1,000,000 $5,000,000 $2,000,000 $4,000,000 if issuer provides $2,000,000 if issuer provides
independently audited GAAP independently audited and of- independently audited GAAP
fin. statements; ficer certified fin. statements; fin. statements;
OR OTHERWISE OTHERWISE
$1,000,000 if issuer provides $1,000,000 $1,000,000

independently reviewed GAAP
fin. statements; NOTE: Offerings made to one or
more of the following excluded
OTHERWISE from the above limitations: offic-
ers, directors, partners, or trus-
$500,000 tees of the issuer; persons own-
ing > 10% of any class of securi-
ties of Issuer; and Accredited in-
vestors
state registration requirements Must file with commission no Must file with the office no later Form GA-1 filed before any gen- Must file with DOF before any Must file with commission before Filing required at least 10 days
later than 20 days before any than 10 days before any offer: eral solicitation or the twenty- general solicitation: earlier of first sale or any general before any offer on the SEC Form
offer: fifth sale of a security solicitation (other than the per- D
Notification of intent to rely on Notification of intent to rely on mitted general announce-
Notification of intent to rely on exemption; exemption; ment):
exemption Issuer Information (including Issuer Information;
documentation evidencing is- Names of all persons involved Notification of intent to rely on
suers formation within the with the offering; exemption;
state); Name of escrowee institution; Issuer Information (including
Names of all persons involved Copies of Business Plan, PPM documentation evidencing is-
with the offering; (and all other docs. Given to in- suers formation within the
Name of escrowee institution; vestors) and all adv. materials; state);
Target offering amount; and and Names of all persons involved
Attestation that no control per- Balance and Income State- with the offering; and
son is subject to disqualification ments in accordance with GAAP Copy of Escrow Agreement
Internet Offering Portal re- Offering may be made through Offering may be made through Silent as to use of Internet Offer- Silent as to use of Internet Offer- Offering is made exclusively Offering is made exclusively
quirements or restrictions one or more Internet Offering one or more Internet Offering ing Portal ing Portal through one or more Internet through one or more Internet
(see Note 2 below) Portals Portals Offering Portals Offering Portals
Offering Portal not required to Silent as to required registration
Offering Portal must be operated Offering Portal not required to register as a broker-dealer if all of Offering Portal as broker- Offering Portal not required to Offering Portal not required to
by the issuer, registered broker- register as a broker-dealer if all applicable conditions met dealer register as a broker-dealer if all register as a broker-dealer if all
dealer, or registered Funding applicable conditions met applicable conditions met applicable conditions met
Portal
Offering Portal must register Offering Portal must register
Offering Portal and its operators generally with the state (re- generally with the state (re-
must be in compliance with all newed annually) newed annually)
District, SEC and FINRA require-
ments

COLUMBIA
Escrowee requirements or re- Funds must be deposited with Funds must be deposited with Funds must be deposited with Funds must be deposited with Funds must be deposited with Funds must be deposited with
strictions escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering
amount satisfied; amount satisfied; amount satisfied; amount satisfied; amount satisfied; amount satisfied;
Escrowee must be a bank, sav- Escrowee must be an FDIC in- Escrowee must be a bank or de- Escrowee must be a bank or de- Escrowee must be a person, firm, Escrowee must be abank, regu-
ings bank, savings and loan asso- sured institution authorized to pository institution authorized to pository institution authorized to partnership, association, corpo- lated trust company or corporate
ciation, or credit union chartered transact business in the state do business in do business in ration, or fiduciary, savings bank, savings
under the laws of the district or the state the state other legal entity who: and loan
an agency of the federal gov- association, or credit union au-
ernment Is a state registered title thorized to transact business in
insurance company or is the state
otherwise an agent or affil-
iate of such title insurance
company;
is certified as an inde-
pendent escrowee in the
state; or
is a bank, regulated trust
company, savings bank,
savings and loan associa-
tion, or credit union, regis-
tered broker-dealer, or law
firm which is authorized to
business in the state
For an investor who is natural The lesser of $2,000 or 5% of $10,000, per investor The lesser of $2,500 or 10% of $5,000 per investor, per offer- $5,000, per investor
persons: the investors annual net worth, the investors net worth (ex- ing
per investor per year, if the including home, auto and furnish-
$10,000, per investor, if the vestor's annual gross income ings), per investor
investor's gross income is less and net worth is less than
than $100,000 $100,000
OR OR
$25,000, per investor, if the The lesser of $100,000 or 10%

investor's gross income is of the investors annual net
greater than $100,000 but less worth, per investor per year, if
than $200,000 the investor's annual gross in-
come or net worth is greater
For an investor who is not a than $100,000
natural person:
$0, unless and until such in-

vestor's gross income or net
worth is greater than
$1,000,000

COLUMBIA
(see Note 3 below) and description of, the Issuer; and description of, the Issuer; and description of, the Issuer and description of, the Issuer and description of, the Issuer; and description of, the Issuer
Restrictions on transfer; Restrictions on transfer; Restrictions on transfer Restrictions on transfer Restrictions on transfer; Restrictions on transfer
Intended use of proceeds; Intended use of proceeds; Intended use of proceeds Intended use of proceeds Intended use of proceeds; Intended use of proceeds
Risks to purchasers; Risks to purchasers; Risks to purchasers Risks to purchasers Risks to purchasers; Risks to purchasers
Terms of Securities; Terms of Securities; Terms of Securities Terms of Securities Terms of Securities; Terms of Securities
Required disclosure regarding Required disclosure regarding Current litigation or legal pro- Financial condition (incl. Finan- Financial condition (incl. Finan- Target amount and deadline;
non-registration of securities; non-registration of securities; ceedings; cial statements certified by Issuer cial statements certified by Issuer Identification of solicitors and
Identity of all persons owning > Identity of all persons owning > executive and prepared in ac- executive and audited, as appli- intermediaries, along with com-
10% of any class of securities of 20% of any class of securities of cordance with GAAP); cable); pensation;
Issuer; Issuer; Target amount and deadline; Identification of the minimum Current litigation or legal pro-
Identity of all officers, directors, Identity of all officers, directors, Valuation; and maximum amount of securi- ceedings;
etc. of Issuer; etc. of Issuer; Current capitalization of the ties to be sold and deadline for Any other information material
Identification of the minimum Financial condition (incl. Finan- issuer; closing of offering; to the offering
and maximum amount of securi- cial statements certified by Issuer Any other information material Copy of Escrow Agreement;
ties to be sold and deadline for executive and prepared in ac- to the offering Identity of all persons owning >
closing of offering; cordance with GAAP, as applica- 10% of the voting securities of
Identification of solicitors and ble, and tax returns, as applica- Issuer;
intermediaries, along with com- ble); Identity of all officers, directors,
pensation; Right of cancelation within 3 etc. of Issuer;
Current litigation or legal pro- business days; Identification of solicitors and
ceedings; Any other information material intermediaries, along with com-
Five year business plan; to the offering pensation;
Financial statements; Right of cancelation within 5
Any other information material business days;
to the offering Any other information material
to the offering
Restrictions on advertising and General solicitation directed to Silent General solicitation permitted Silent General solicitation permitted Public communication restricted
communications district residents after filing of after filing Form GA-1 but, unless conducted under Rule to Internet site
notice with commission 147A, Issuer (and any Internet
Offering Portal used) must take
commercially reasonable
measures to limit access to offer
information to residents of the
state (NOTE: Allows for general
announcement subject to limi-
tations)
Ongoing reporting requirements Annual (internally prepared) re- Annual financial reports to inves- Silent Silent Quarterly (internally prepared) Quarterly reports to investors
ports to investors and the com- tors and the state covering busi- reports to investors covering and the state covering business
mission covering business opera- ness operations, financial condi- business operations, financial operations, financial condition,
tions, financial condition, and tion, and compensation to direc- condition, and compensation to and compensation to directors
compensation to directors and tors and officers directors and officers; may satis- and officers
officers; may satisfy by posting fy by posting on its own website
on its own website w/in 60 days or through a qualified Internet
after the end of each fiscal year Offering Portal w/in 45 days after
of Issuer the end of each fiscal quarter of
Issuer

COLUMBIA
Disqualification from exemption Issuer disqualification as under Bad Actor disqualification (Same Bad Actor disqualification (Same Bad Actor disqualification (Same Bad Actor disqualification (Same Bad Actor disqualification (Same
Regulation A (17 CFR 230.262) Defn. as Rule 506(d)) Defn. as Rule 506(d)) Defn. as Rule 506(d)) Defn. as Rule 506(d)) Defn. as Rule 506(d))
Applicable state securities law Potential liabilities include Title Potential liabilities include Potential liabilities include 10- Potential liabilities include 30- Potential liabilities include 815 Potential liabilities include 23-
anti-fraud liability 31 31-5606.04 and 31- 517.191 and 517.302 of the 5-13, 10-5-14 and 10-5-24 of 14-508 and 30-14-509 of the ILCS 5/13 and 815 ILCS 5/14 of 19-5 of the Indiana Uniform Se-
5606.05 of the D.C. Securities Act Florida Securities Act the Georgia Securities Act Idaho Code the Illinois Securities Act curities Act
141.05, http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm. Of note, unless operating under new Rule 147A, any online solicitation, whether done by the issuer or third-party investment platform, must be restricted
to intrastate offerees

STATE IOWA KANSAS KENTUCKY MAINE MARYLAND MASSACHUSETTS
Title HB 632 Invest Kansas Exemption HB 76 An Act to Increase Funding for SB 811; HB 1243 Rule 950 CMR 14.402(B) (13)(o)
Start-ups
Statute citation Iowa Code 502.101 et seq., as K.A.R. 81-5-21 Proposed new sections Ken- 32 MRSA 16304, sub-6-A Md. Ann. Code, Corps. & Assns, Rule 950 CMR 14.402(B) (13)(o)
amended by proposed bill tucky Revised Statutes 11-101; 606, and 601
292.410 to 292.415
Date enacted July 2, 2015 August 12, 2011 March 2, 2014 March 2, 2014 May 16, 2014 January 15, 2015
Effective Date January 1, 2016 August 12, 2011 January 1, 2015 March 2, 2014 January 1, 2011 January 15, 2015
Exemption from federal regis- Silent Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Rule 504 of Regulation D Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities
tration relied upon Act Act and Rule 147 Act Act and Rule 147
(see Note 1 below)
Companies permitted to use the Only available to companies or- Only available to companies: Only available: to companies: Available to Only available to companies: Only available to companies:
exemption ganized and doing business in companies:
the state; organized and doing business in organized and doing business in organized and doing business in who have their principal office
the state; and the state; organized and doing business in the state; in the state; and
excludes investment companies, who have at least 80% of their the state; meet the requirements of Rule
SEC reporting companies, and assets in the state prior to the otherwise meets the require- organized in other states so 147 or Rule 147A
blank check companies offering; ment for residency as an in- long as such company is quali-
excludes investment companies, vestor under Section 3(a)(11) of fied to, and is, doing business in excludes investment compa-
SEC reporting companies, and the Securities Act and Rule 147; the state nies, sec reporting companies,
blank check companies blank check companies, and pe-
excludes investment compa- excludes SEC reporting compa- troleum/ extractive based com-
nies, SEC reporting companies, nies and blank check companies panies
and blank check companies

$1,000,000 $1,000,000 $2,000,000 if issuer provides $1,000,000 $100,000 $2,000,000 if issuer provides
independently audited GAAP independently audited
fin. statements; fin. statements;
OTHERWISE OTHERWISE
$1,000,000 $1,000,000
NOTE: Offering cap amounts will NOTE: Offerings made to one or

be increased every 5 years for more of the following excluded
CPI changes from the above limitations: offic-
ers, directors, partners and trus-
tees of the issuer; and persons
owning > 10% of any class of se-
curities of Issuer
state registration requirements Must file with administrator be- Form IKE filed before any general Must file with commission no Short form registration state- Notice required but rules not Must file with commission no
fore any offer: solicitation or the twenty-fifth later than 10 days before any ment; finalized later than 15 days after the first
sale of a security offer: sale:
Notification of intent to rely on Form D required to be filed with
exemption (form and additional Notification of intent to rely on the SEC Notification of intent to rely on
required disclosures TBD); exemption; exemption;
A copy of the required disclo- Issuer Information (including
sures provided to prospective names and addresses of all ex-
purchasers ecutives and all owners of more
than a 10% interest);
A copy of the advertising mate-
rials;
Identification of all intermediar-
ies (incl. all Internet Offering
Portals;
A copy of all offering materials;
and
A Form U-2 consent to service
of process
Internet Offering Portal re- Offering is made exclusively Silent as to use of Internet Offer- Offering is made exclusively Silent as to use of Internet Offer- Silent as to use of Internet Offer- Offering may be made through
quirements or restrictions through one or more registered ing Portal through one or more Internet ing Portal ing Portal (though the general one or more Internet Offering
(see Note 2 below) brokers or Internet Offering Por- Offering Portals instruction sheet permits the use Portals (silent as to use of issu-
tals Silent as to required registration Silent as to required registration if intermediaries) ers internet website)
of Offering Portal as broker- Offering Portal not required to of Offering Portal as broker-
Offering Portal not required to dealer register as a broker-dealer if all dealer Silent as to required registration Silent as to required registration
register as a broker-dealer if all applicable conditions met of Offering Portal as broker- of Offering Portal as broker-
applicable conditions met dealer dealer
Offering Portal must register
with the state (renewed annual-
ly; NOTE: with registration, Offer-
ing Portal required to post surety
bond of at least $50 k with the
state

Escrowee requirements or re- Funds must be deposited with Funds must be deposited with Funds must be deposited with Not specifically required; Silent as to requirement to use Funds must be deposited with
strictions escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering escrowee. escrowee until minimum offering
amount satisfied; amount satisfied; amount satisfied; provided however, issuer must amount satisfied;
segregate offering funds in sepa-
Escrowee must be a state or fed- Escrowee must be a bank or de- Escrowee must be a bank, credit rate account until minimum of- Escrowee must be an insured
eral financial institution located pository institution authorized to union or depository institution fering amount satisfied bank or depository institution
in the state do business in located in the state and author- authorized to do business in
the state ized to do business in the state
the state
$5,000 per investor, per offer- $1,000, per investor $10,000 per investor, per offer- $5,000, per investor $100, per investor the greater of $2,000 or 5% of
ing ing the investors income or net
worth, IF the investors income
NOTE: Treats relatives, spouses or net worth is less than
and people in same residence as $100,000;
one investor
OR
10% of the investors income

or net worth up to
$100,000, IF the investors in-
than $100,000
(see Note 3 below) and description of, the Issuer; and description of, the Issuer and description of, the Issuer; and description of, the Issuer and description of, the Issuer and description of, the Issuer;
Restrictions on transfer; Restrictions on transfer Restrictions on transfer; Restrictions on transfer Restrictions on transfer Restrictions on transfer;
Intended use of proceeds; Intended use of proceeds Intended use of proceeds; Intended use of proceeds Intended use of proceeds Intended use of proceeds;
Risks to purchasers; Risks to purchasers Risks to purchasers; Risks to purchasers Risks to purchasers Risks to purchasers;
Terms of Securities; Terms of Securities Terms of Securities; Terms of Securities Terms of Securities Terms of Securities;
Any other information material Any other information material Required disclosure regarding Financial condition (incl. Finan- Any other information material Required disclosure regarding
to the offering to the offering non-registration of securities; cial statements certified by Issuer to the offering non-registration of securities;
Identity of all persons owning > executive, reviewed by CPA, or Identity of all persons owning >
NOTE: Final required disclosures 10% of any class of securities of audited by CPA for raises of less 10% of any class of securities of
TBD by admin rule Issuer; than $100,000, between Issuer;
Identity of all officers, direc- $100,000 and $500,000, and Identity of all officers, direc-
tors, etc. of Issuer; greater than $500,000, respec- tors, etc. of Issuer and their ex-
Identification of the minimum tively) perience;
and maximum amount of securi- Target amount and deadline identification of solicitors and
ties to be sold and deadline for Valuation intermediaries, along with com-
closing of offering; Current capitalization of the pensation
% of the company represented issuer current litigation or legal pro-
by the offered securities (or % of Any other information material ceedings
the valuation of the company to the offering Names and addresses of all Of-
represented by the price of the fering Portals
offered securities); any other information material
Identification of solicitors and to the offering

intermediaries, along with com-

pensation;
Current litigation or legal pro-
ceedings;
Financial statements;
Any other information material
to the offering
Restrictions on advertising and General solicitation permitted General solicitation permitted General solicitation permitted Silent Silent General solicitation permitted
communications after filing of notice (limited to after filing Form IKE after filing of notice
general announcement only)
Ongoing reporting requirements Silent (final admin rules TBD) Silent Quarterly (internally prepared) Silent Silent Silent
reports to investors covering
business operations, financial
condition, and compensation to
directors and officers; may satis-
fy by posting on its own website
or through a qualified Internet
Offering Portal w/in 45 days after
the end of each fiscal quarter of
Issuer
Disqualification from exemption General disqualifications for one Bad Actor disqualification (Same Bad Actor disqualifications for Bad Actor disqualification (Same Bad Actor disqualification (Same Bad actor disqualification (see
or more of the reasons under Defn. as Rule 506(d)) one or more of the reasons un- Defn. as Rule 506(d)) Defn. as Rule 506(d)) 950 CMR 14.402(B) (13)(o)(10))
Section 926 of the Dodd Frank der K.R.S. 292.410(q)
Act or subsequent admin rule of
the State
Applicable state securities law Potential liabilities include Potential liabilities include Potential liabilities include Title Potential liabilities include 11- Potential liabilities include Ch.
anti-fraud liability 502.508 and 502.509 of the 292.470 and 292.480 of the 32 16508 or Title 32 16509 of 703 and 11-705 of the Mary- 110A 409 and Ch. 110A 410
Iowa Securities Act Kentucky Securities Act the Maine Revised Statutes land Securities Act of the Massachusetts Securities
Act

STATE MICHIGAN MINNESOTA MISSISSIPPI MONTANA NEBRASKA NEW JERSEY
Title Public Act 264 and HB 4305 SF 138 and HF 444 Title 1, Part 14, Chapter 2, Rule HB 481 LB 226 and LB 148 SB 712
2.04
Statute citation MCL 451.2102A, ET SEQ., as Minn. Stat. 80A.40, et seq., as Code Ann. 75-71-101, et seq. MCA 30-10-105, as amended NEB. REV. STAT. 8-1111, as New act supplementing P.L.1967,
amended by Public Act 264 amended by (Rev. 2001), as amended by Title by amended by c.93 (C.49:3-47, et seq.)
proposed new 80A.461 1, Part 14, Chapter 2, Rule 2.04 proposed new 30-10-105(22) proposed new 8-1111(24)
Date enacted December 30, 2013 June 15, 2015 April 11, 2015 April 1, 2015 May 27, 2015 November 9, 2015
Effective Date December 30, 2013 Pending Final Rules May 26, 2015 July 1, 2015 September 1, 2015 August 12, 2016
Exemption from federal regis- Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Rule 504 of Regulation D Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities
tration relied upon Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147 Act
(see Note 1 below) OR OR OR
Rule 147A Rule 147A Rule 147A
Companies permitted to use the Only available to companies: Only available: to companies: Only available to companies: Only available to companies Only available to companies Only available to companies:
exemption
who have their principal who have their principal organized and doing business in organized and doing business in who have their principal organized and doing business in
office in the state; and office in the state; and the state; and the state; office in the state; and the state
meet the requirements meet the requirements who have their principal office meet the requirements
of Rule 147 or Rule 147A of Rule 147 or Rule 147A in the state; excludes investment compa- of Rule 147 or Rule 147A
nies, SEC reporting companies,
excludes investment companies, excludes investment companies excludes investment companies blank check companies, com- excludes investment companies
sec reporting companies, and (with exceptions), SEC reporting an sec reporting companies panies who qualify as an in- and SEC reporting companies
blank check companies companies, and blank check vestment adviser, a company
companies that has indicated that it will
merge with/acquire another
entity and a company whose
offering identifies an allocation
of proceeds which is not tied to
sufficiently identifiable proper-
ties and objectives

$2,000,000 if issuer provides $5,000,000 if issuer provides $1,000,000 $1,000,000; $2,000,000 if issuer provides $1,000,000;
independently audited independently audited GAAP independently audited GAAP
fin. statements; fin. statements; fin. statements; NOTE: Amounts received by Ac-
credited Investors will not count
OTHERWISE OTHERWISE OTHERWISE toward calculation of the offer-
ing
$1,000,000 $2,000,000 $1,000,000
NOTE: Offering cap amounts will

be increased periodically stating
in 2018
state registration requirements Filing required at least 10 days Must file with commission no Must file with division, prior to Must file with commission no Must file with commission no Must file with division, prior to
before any offer is made or any later than 10 days before any the first sale: later than the earlier of a) 10 later than 10 days before any the first sale:
general solicitation general solicitation: days before any general solicita- general solicitation:
the Invest Mississippi Crowd- tion; or b) 15 days after the first the New Jersey Intrastate
Notification of intent to rely on funding Simplified Registration sale of securities: Notification of intent to rely on Offering (Crowdfunding)
exemption; statement (the IMC state- exemption; Exemption Form and other
A copy of the required disclo- ment); Notification of intent to rely on A copy of the required disclo- exhibits required by
sures provided to prospective A copy of the required Escrow exemption; sures provided to prospective N.J.A.C. 13:47A-12A.5.;
purchasers; and Agreement Issuer Information; purchasers; and
A copy of the escrow agree- Names of all persons involved A copy of the escrow agreement
ment Must also, prior to the first sale, with the offering; and
issued a Certificate of Invest Name of escrowee institution
Mississippi Crowdfunding Regis-
tration from the division
Internet Offering Portal re- Offering may be made through Offering is made exclusively Offering is made exclusively Silent Offering is made exclusively Offering is made exclusively
quirements or restrictions an Internet Offering Portal through one or more Internet through one or more qualifying through one or more Internet through one or more Internet
(see Note 2 below) Offering Portals Internet Offering Portals Offering Portals Offering Portals
Offering Portal not required to
register as a broker-dealer if all Offering Portal not required to Offering Portal not required to Offering Portal not required to Silent as to required registration
applicable conditions met register as a broker-dealer if all register as a broker-dealer if all register as a broker-dealer if all of Offering Portal as broker-
applicable conditions met applicable conditions met applicable conditions met dealer
Escrowee must be a bank or oth- Escrowee must be a bank, regu- Escrowee must be a bank or oth- Escrowee must be a bank or oth- Escrowee must be a bank, regu- Escrowee must be a bank, sav-
er depository institution located lated trust company, savings er depository institution char- er depository institution author- lated trust company, savings ings bank, savings and loan asso-
in the state bank, savings association, or tered, or otherwise registered to ized to transact business in the bank, savings and loan associa- ciation or credit union.
credit union authorized to trans- do business as a bank, in state tion, or credit union authorized
act business in the state the state and all transactions to do business in the state
must be done through its main
office

tions (per Issuer to an Investor) fies as an Accredited investor fies as an Accredited investor fies as qualified purchaser): fies as an Accredited investor fies as an Accredited investor fies as an Accredited investor
per issue annual investor limits under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D):
- the greater of $50,000 or 10%
$10,000 per investor $10,000 per investor, per offer- of investors annual income or $10,000 per investor $5,000 per investor $5,000 per investor, per offer-
ing net worth, IF the investor quali- ing
fies as an Accredited investor
under Rule 501 of Regulation D;
OR
- the greater of $5,000 or 5% of

the investors annual income or
net worth, IF the investor does
not qualify as an Accredited in-
vestor under Rule 501 of Regula-
tion D;
NOTE: Neither Offering Portal,

nor any of its officers, directors,
etc., are permitted to purchase
more than 15% of any offering
(see Note 3 below) and description of, the Issuer; and description of, the Issuer; and description of, the Issuer; and description of, the Issuer; and description of, the Issuer; and description of, the Issuer;
Restrictions on transfer; Restrictions on transfer; Restrictions on transfer; Restrictions on transfer; Restrictions on transfer; Restrictions on transfer;
Intended use of proceeds; Intended use of proceeds; Intended use of proceeds; Intended use of proceeds; Intended use of proceeds; Intended use of proceeds;
Risks to purchasers; Risks to purchasers; Risks to purchasers; Risks to purchasers; Risks to purchasers; Risks to purchasers;
Terms of Securities; Terms of Securities; Terms of Securities; Terms of Securities; Terms of Securities; Terms of Securities;
Target amount and deadline; Required disclosure regarding Target amount and deadline; Any other information material Identity of all persons owning > Required disclosure regarding
Identification of solicitors and non-registration of securities; Any other information material to the offering 20% of any class of securities of non-registration of securities;
intermediaries, along with com- Identity of all persons owning > to the offering Issuer; Identity of all persons owning >
pensation; 10% of any class of securities of Identification of the minimum 10% of any class of securities of
Current litigation or legal pro- Issuer; and maximum amount of securi- Issuer;
ceedings; Identity of all officers, direc- ties to be sold and deadline for Identity of all officers, direc-
Any other information material tors, etc. of Issuer; closing of offering; tors, etc. of Issuer;
to the offering Identification of the minimum Identification of solicitors and Identification of the minimum
and maximum amount of securi- intermediaries, along with com- and maximum amount of securi-
ties to be sold and deadline for pensation; ties to be sold and deadline for
closing of offering; Current litigation or legal pro- closing of offering;
Identification of solicitors and ceedings; Identification of solicitors and
intermediaries, along with com- Names (and URLs) of all Offer- intermediaries, along with com-
pensation; ing Portals; pensation;
Current litigation or legal pro- Any other information material Current litigation or legal pro-
ceedings; to the offering ceedings;
Financial statements; Any other information material
Copy of the applicable escrow to the offering
agmt in connection with the of-
fering;
to the offering

Restrictions on advertising and General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted
communications after filing with state after filing of notice after filing with state; provided after filing of notice after filing of notice after filing of notice (limited to
all communication between Issu- general announcement only)
er and investors (other than gen-
eral announcement) must be
done through Offering Portal
Ongoing reporting requirements Quarterly reports to investors Silent Quarterly reports to investors Silent Quarterly (internally prepared) Quarterly (internally prepared)
covering business operations, covering business operations, reports to investors covering reports to investors covering
financial condition, and compen- financial condition, and compen- business operations, financial business operations, financial
sation to directors and officers sation to directors and officers condition, and compensation to condition, and compensation to
or through a qualified Internet or through a qualified Internet
Offering Portal w/in 45 days after Offering Portal w/in 45 days after
the end of each fiscal quarter of the end of each fiscal quarter of
Issuer Issuer
Disqualification from exemption Bad actor disqualification (same Silent Bad actor disqualification (same General Disqualification pursuant Bad Actor disqualification (Same Bad Actor disqualification (Same
Defn. as rule 506(d)) Defn. as rule 506(d)) to new 30-10-105(d), (e)(ii) Defn. as Rule 506(d)) Defn. as Rule 506(d))
NOTE: Subject 2(g) appears to and (g)
be written with respect to the
Offering Portal as opposed to the
Issuer
Applicable state securities law Potential liabilities include Potential liabilities include 508 Potential liabilities include 75- Potential liabilities include 30- Potential liabilities include 8- Potential liabilities include
anti-fraud liability 451.2508 AND 451.2509 of the and 509 of the Minnesota Se- 71-508 AND 75-71-509 of the 10-306 and 30-10-307 of the 1116, 8-1117 and 8-1118 of 49:3-70.1 and 49:3-71 of the
Michigan uniform securities act curities Act Mississippi Securities act Montana Securities Act the Nebraska Securities Act New Jersey Securities Act

STATE NEW MEXICO NORTH CAROLINA OREGON SOUTH CAROLINA TENNESSEE TEXAS
Title Proposed Rules SB 481 OAR 441-035-0070 through H. 4799 Invest Tennessee Exemption Rules 115.19 and 139.25
441-035-0230.
Statute citation NMSA 58-13C -202X and NMAC G.S. 78A-1, et seq., as amend- OAR 441-035-0001, et seq., as Proposed new section - S.C. Code Tenn. Code Ann. 48-1-103(a) Title 7, Part 7, as amended by
12.11.1, et seq., as amended by ed by proposed bill amended by new rules Ann. 35-1-205 Rules 115.19 and 139.25
the Proposed Rules
Date enacted Unknown July 22, 2016 January 15, 2015 June 26, 2015 January 1, 2015 November 17, 2014
Effective Date Pending Final Rules April 1, 2017 January 15, 2015 June 26, 2015 December 16, 2015 November 17, 2014
Exemption from federal regis- Section 3(a)(11) of the Securities Section 3(a)(11) and/or Rule 147 Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities Section 3(a)(11) of the Securities
tration relied upon Act and Rule 147 of the Securities Act Act and Rule 147 Act Act Act
(see Note 1 below) OR
Rule 147A (by temporary rule
expiring 1/7/18)
Companies permitted to use the Only available: to companies: Only available to companies: Only available to companies: Only available to companies: Only available to companies: Only available to companies:
exemption
organized and doing business in organized and doing business in who have their principal organized and doing business in organized and doing business in organized and doing business in
the state; the state; office in the state; and the state; the state; the state;
who derived at least 80% of meet the requirements who derived at least 80% of
their gross revenues from op- excludes investment companies of Rule 147 or Rule 147A excludes investment companies, excludes investment companies, their gross revenues from op-
erations in the state for the and SEC reporting companies SEC reporting companies, and SEC reporting companies, and erations in the state for the
most recent fiscal yr. prior to blank check companies blank check companies most recent fiscal yr. prior to
the offering; the offering;
who have (and expect to have) who have at least 80% of their
at least 80% of their assets in assets in the state as of the
the state; most recent semi-annual period
who will use at least 80% of the prior to the offering; and
offering proceeds in the state; who will use at least 80% of the
and offering proceeds in the state;

otherwise meets the require- and

ment for residency as an in- whose principal office is in the
vestor under Section 3(a)(11) of state;
the Securities Act and Rule 147;
excludes investment companies, SEC reporting companies, and
SEC reporting companies, and blank check companies
blank check companies
Aggregate annual sales limit Unlimited in aggregate but lim- Limited to: Limited to: Limited to: Limited to: Limited to:
ited to $2,500,000 per offering
(NMSA 58-13C -202X) (Note: $2,000,000 if issuer provides $250,000 $1,000,000 $1,000,000 $1,000,000
Proposed new NMAC independently audited GAAP
12.11.12.11 specifically permits fin. statements;
multiple simultaneous offerings
as long as each meets the neces- OTHERWISE
sary disclosures, requirements
etc.) $1,000,000
NOTE: Offering cap amounts will

be increased every 5 years for
CPI changes
state registration requirements Must file with commission no Must file with commission at Must file with commission no Must file with commission before Must file with Commissioner be- Must file with commission at
later than 20 days before any least 10 days before any general later than 14 days before any any general solicitation: fore any general solicitation: least 21 days before any offering:
general solicitation: solicitation: general solicitation:
Notification of intent to rely on Notification of intent to rely on Form 133.17;
An application for the New Notification of intent to rely on Notification of intent to rely on exemption; exemption; Copy of disclosure statement
Mexico crowdfunding exemp- exemption; exemption; Issuer Information; Issuer Information; delivered to investors;
tion (silent as to information to Copy of disclosure statement Issuer Information (including Names of all persons involved Names of all persons involved Copy of offering summary de-
be provided in application) delivered to investors; and names and addresses of all ex- with the offering; with the offering; livered to investors
Copy of escrow agreement; ecutives and all owners of more Name of escrowee institution; Name of escrowee institution
than a 20% interest); and
A copy of the advertising mate- Copy of term sheet provided to
rials; investor
Identification of all intermediar-
ies (incl. all Internet Offering
Portals;
Terms of offering including de-
scription of the business,
min/max amount; and reasons
for offering; and
A copy of all offering materials
Internet Offering Portal re- Offering is made exclusively Offering is made exclusively Offering may be made through Silent Silent as to use of Internet Offer- Offering is made exclusively
quirements or restrictions through an Internet Offering Por- through an Internet Offering Por- one or more Internet Offering ing Portals through one or more Internet
(see Note 2 below) tal tal Portals (including issuers inter- Offering Portals
net website)
Offering Portal not required to Offering Portal not required to Offering Portal not required to
register as a broker-dealer if all register as a broker-dealer if all Offering Portal not required to register as a broker-dealer if all
applicable conditions met applicable conditions met register as a broker-dealer if all applicable conditions met
applicable conditions met

Escrowee requirements or re- Funds must be deposited with Funds must be deposited with Silent as to requirement to use Funds must be deposited with Funds must be deposited with Funds must be deposited with
strictions escrowee until minimum offering escrowee until minimum offering escrowee. escrowee until minimum offering escrowee until minimum offering escrowee until minimum offering
amount satisfied; amount satisfied; amount satisfied; amount satisfied; amount satisfied (provided offer-
NOTE: 441-035-0160(b)(2) ap- ings of $100,000 or less can be
Escrowee must be a bank or oth- Escrowee must be bank or other pears to contemplate that funds Escrowee must be bank or other Escrowee must be bank or other held in a segregated account in
er depository institution author- depository institution authorized can go directly to issuer depository institution authorized depository institution authorized lieu of escrow);
ized to transact business in the to do business in the state to do business in the state to do business in the state
state Escrowee must be bank or other
depository institution
per issue annual investor limits under Rule 501 of Regulation D under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D):
or investor has filed with the por-
tal a New Mexico crowdfunding $5,000 per investor, per offer- $2,500 per investor $5,000 per investor $10,000 per investor $5,000 per investor
large investment form): ing
$10,000 per investor, per of-

fering
(see Note 3 below) and description of, the Issuer; and description of, the Issuer; and description of, the Issuer; and description of, the Issuer and description of, the Issuer and description of, the Issuer
Restrictions on transfer; Restrictions on transfer; Restrictions on transfer; Restrictions on transfer Restrictions on transfer Restrictions on transfer
Intended use of proceeds; Intended use of proceeds; Intended use of proceeds; Intended use of proceeds Intended use of proceeds Intended use of proceeds
Risks to purchasers; Risks to purchasers; Risks to purchasers; Risks to purchasers Risks to purchasers Risks to purchasers
Terms of Securities; Terms of Securities; Terms of Securities; Terms of Securities Terms of Securities Terms of Securities
Any other information required Identification of all persons Required disclosure regarding Copy of Term Sheet and Private Identification of solicitors and Financial information of Issuer
pursuant to NMAC owning > 10% of any class of non-registration of securities; Placement Memo; intermediaries Current litigation or legal pro-
12.11.12.11(E); securities of Issuer Identity of all persons owning > Any other information material Bank information for bank that ceedings
Any other information material 20% of any class of securities of to the offering will hold proceeds from the sale Required disclosure statement
Identification of all officers, di-
to the offering Issuer; of the security Any other information material
rectors, etc. of Issuer
Identity of all officers, direc- to the offering
Identification of solicitors and
NOTE: NMAC 12.11.12.11(F) tors, etc. of Issuer and their ex-
intermediaries, along with perience;
requires issuer to update investors
compensation
as to material changes to previous- Identification of the minimum
ly provided information Current litigation or legal pro- and maximum amount of securi-
ceedings ties to be sold and what happens
Names (and URLs) of all Offer- to funds if minimum is not met;
ing Portals If a stock offering, the % own-
Any other information material ership per share;
to the offering Current litigation or legal pro-
ceedings;
to the offering
Restrictions on advertising and General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted Silent General solicitation permitted
communications after filing of notice; after filing of notice after filing of notice; provided after filing of notice after filing with state; provided
that prior to viewing advertising all communication between Issu-
All Adv. materials must contain materials each person must af- er and investors must be done
legends clearly stating: firmatively certify to Oregon res- through Offering Portal
Ads are not offers and are for idency

info purposes only;

offers and sales are only avail-
able to N.M. residents;
all sales made through a N.M.
Internet Offering Portal
Ongoing reporting requirements Silent Quarterly (internally prepared) Semi-Annual reports to investors Silent Silent Silent
reports to investors covering and the commission covering
business operations, financial business operations, financial
condition, and compensation to condition, and compensation to
or through a qualified Internet w/in 45 days after the end of
Offering Portal w/in 45 days after each fiscal semi-year of Issuer
the end of each fiscal quarter of
Issuer
Disqualification from exemption Issuer disqualification if, based Bad Actor disqualification pursu- Bad Actor disqualification under Bad Actor disqualification (Same Bad Actor disqualification (Same Bad Actor disqualification (Same
on portals required background ant to new 78A-17.1(e) rule OAR 441-035-0210 Defn. as Rule 506(d)) Defn. as Rule 506(d)) Defn. as Rule 506(d))
check of issuer, portal reasonably
believes that:
Issuer would be disqualified
under NMAC 12.11.12.11;
Issuer has engaged in, is engaging
in. or the offering involves any act
of fraud or deceit on any person;
and/or
The portal cannot adequately or
effectively assess the risk of fraud
by the issuer or its potential of-
fering
Applicable state securities law Potential liabilities include 5 or Potential liabilities include 78A- Potential liabilities include OR Potential liabilities include 35- Potential liabilities include 48- Potential liabilities include 29
anti-fraud liability 6 of the New Mexico Securities 56 and 78A-57 of the North Rev Stat 59.991 and OR Rev 1-508 and 35-1-509 of the 2-122 and 48-2-123 of the Ten- and 33 of the Texas Securities
Act Carolina Securities Act Stat 59.995 South Carolina Securities Act nessee Securities Act Act

STATE VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING
Title Rule No. S-2014-1 and HB 1360 HB 2023 HB 2615 N/A HB0031
V.S.R. 5-2
Statute citation 9 V.S.A. 5202(13)(C) and 5203, VA Code 13.1-514, as amended RCW 21.20, et seq., as amend- WVC 32-5-501 through 32-5- Wis. Stat. 551.202(26) and W.S. 17-4-203
as amended by Rule S-2014-1. by HB 1360 ed by HB2023 505 551.205
Date enacted June 16, 2014 March 23, 2015 November 1, 2014 March 15, 2016 November 7, 2013 March 3, 2016
Effective Date June 16, 2014 July 31, 2015 November 1, 2014 June 6, 2016 June 1, 2014 July 1, 2017
tration relied upon Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147 Act and Rule 147
Rule 147A Rule 147A
Companies permitted to use the Only available to companies: Only available to companies: Only available to companies: Only available to for profit com- Only available to companies: Only available to companies:
exemption panies:
who have their principal office organized and doing business in organized and doing business in organized and doing business in organized and doing business in
in the state; and the state the state organized and doing business in the state; the state
meet the requirements of Rule the state;
147 or Rule 147A excludes investment companies, excludes investment companies, registered with the Secretary; excludes investment companies, excludes investment companies
SEC reporting companies, and SEC reporting companies, and and sec reporting companies, and
excludes investment companies, blank check companies blank check companies generated at least 80% of their blank check companies
SEC reporting companies, and assets for the past 2 yrs in the
blank check companies state (and expect to generate at
least 80% of their revenue in
the state for the next 2 yrs)

development stage/blank check
companies, and certain other
specified excluded entities

$2,000,000 if issuer provides $2,000,000 if issuer provides $1,000,000 $1,000,000 $2,000,000 if issuer provides $2,000,000 if issuer provides
independently audited independently audited independently audited independently audited
fin. statements; fin. statements; fin. statements; fin. statements;
OTHERWISE OTHERWISE OTHERWISE OTHERWISE
$1,000,000 $1,000,000 $1,000,000 $1,000,000
state registration requirements Must file with commission at Must file with director at least 20 Must file with director before Must file with the before any Filing required at least 10 days Must file with commission at
least 10 days (at least 5 days for days before any offering: any offering: general solicitation (or 25 days before any offer is made least 10 days before any offering:
advertising materials) before any after the first sale, of sooner):
offering: A Form ICE A Washington Crowdfunding Notification of intent to rely on
Form Notification of intent to rely on exemption;
Notification of intent to rely on exemption; Issuer Information (including
exemption; Issuer Information; names and addresses of all ex-
Issuer Information (including Names of all persons involved ecutives and all owners of more
names and addresses of all ex- with the offering; and than a 10% interest);
ecutives and all owners of more Name of escrowee agent a copy of the required investor
than a 10% interest); disclosure statement
A Form U-2 consent to service
of process; and
A copy of the advertising mate-
rials
Internet Offering Portal re- Silent as to use of Internet Offer- Offering may be made through Offering may be made through Offering must be made through Offering is made exclusively Offering is made exclusively
quirements or restrictions ing Portals an Internet Offering Portal an Internet Offering Portal an Internet Offering Portal through one or more Internet through one or more Internet
(see Note 2 below) Offering Portals Offering Portals
Offering Portal not required to Offering Portal not required to Silent as to required registration Offering Portal not required to
register as a broker-dealer if such register as a broker-dealer if all of Offering Portal as broker- register as a broker-dealer if all Offering Portal not required to Offering Portal not required to
portals activities in the state are applicable conditions met dealer applicable conditions met register as a broker-dealer if all register as a broker-dealer if all
limited to the exempt intrastate applicable conditions met applicable conditions met
offerings
Escrowee must be an FDIC in- Escrowee must be a depository Escrowee must be located in the Escrowee must be an attorney Escrowee must be Escrowee must be a bank or oth-
sured depository institution lo- institution located in the state state licensed to practice in the state a bank, savings bank, savings and er depository institution located
cated n the state (who will deposit the funds in a loan association, or credit union in the state
bank qualified to do business in chartered in the state
the state)
per issue annual investor limits under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation D): under Rule 501 of Regulation under Rule 501 of Regulation D):
D OR a Certified Investor under
$10,000 per investor $10,000 per investor the greater of $2,000 or 5% of $10,000 per investor Wis. Stat. 551.102(4m)): $5,000 per investor
the investors income or net
worth, IF the investors income $10,000 per investor
or net worth is less than
$100,000;

OR
10% of the investors income

or net worth up to
$100,000, IF the investors in-
than $100,000
(see Note 3 below) and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer and description of, the Issuer
Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer Restrictions on transfer
Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds Intended use of proceeds
Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers Risks to purchasers
Terms of Securities Terms of Securities Terms of Securities Terms of Securities Terms of Securities Terms of Securities
Any other information material Additional Information (sub- Current litigation or legal pro- Required disclosure regarding Identification of solicitors and Required disclosure regarding
to the offering ject to forthcoming rules) ceedings non-registration of securities; intermediaries, along with com- non-registration of securities;
Any other information material Any other information material Identity of all persons owning > pensation Identity of all persons owning >
NOTE: Must be signed and certi- to the offering to the offering 20% of any class of securities of Current litigation or legal pro- 10% of any class of securities of
fied as accurate by an authorized Issuer; ceedings Issuer;
rep of issuer Identity of all officers, directors, Any other information material Identity of all officers, directors,
etc. of Issuer; to the offering etc. of Issuer;
Current litigation or legal pro- Identification of solicitors and
ceedings; intermediaries, along with com-
Financial statements; pensation;
Any other information material Current litigation or legal pro-
to the offering ceedings;
Financial statements;
to the offering
Restrictions on advertising and General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted General solicitation permitted Silent
communications after filing with state; provided after filing with state after filing with state after filing with state after filing with state
Public advertisements should
conform to tombstone" format
and limited to the information
identified in
Rule S-2014-1(o)
Ongoing reporting requirements Silent Annual reports to investors (for 3 Quarterly reports to investors Quarterly reports to investors Quarterly reports to investors Quarterly reports to investors
yrs.) covering business opera- covering business operations, covering business operations, covering business operations, covering business operations,
tions, financial condition, and financial condition, and compen- financial condition, and compen- financial condition, and compen- financial condition, and compen-
compensation to directors and sation to directors and officers sation to directors and officers sation to directors and officers sation to directors and officers
officers
Disqualification from exemption Bad Actor disqualifications for Bad Actor disqualifications for Bad Actor disqualification (Same General disqualifications for one Bad Actor disqualification (Same General disqualifications for one
one or more of the reasons un- one or more of the reasons un- Defn. as Rule 506(d)) or more of the reasons under Defn. as Rule 506(d)) or more of the reasons under
der Rule S-2014-1(h) der Rule 21VAC5-40-190(d) Section 32-5-503(3) Section 3(a)(11) of the Securities
Act or 17 CFR 230.262

Applicable state securities law Potential liabilities include Potential liabilities include Potential liabilities include Potential liabilities include 32- Potential liabilities include Potential liabilities include 17-
anti-fraud liability 5508 and 5509 of the Vermont 13.1-520 and 13.1-522 of the 21.20.400, 21.20.420, and 4-409 and 32-4-410 of the 551.508 and 551.509 of the 4-508 and 17-4-509 of the Wis-
Uniform Securities Act (2002) Virginia Securities Act 21.20.430 of the Washington West Virginia Securities Act Wisconsin Securities Act consin Securities Act
Securities Act

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Summary of ENACTED Intrastate Crowdfunding Exemptions (as of August, 2017) PART 1 OF 6

STATE ALABAMA ALASKA ARKANSAS ARIZONA COLORADO DELAWARE

Title SB 44 SB 108 HB 1800 HB 2591 HB 15-1246 HB 327

excludes investment companies,

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

STATE DISTRICT OF FLORIDA GEORGIA IDAHO ILLINOIS INDIANA

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

$1,000,000 if issuer provides $1,000,000 $1,000,000

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

$25,000, per investor, if the The lesser of $100,000 or 10%

$0, unless and until such in-

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

STATE IOWA KANSAS KENTUCKY MAINE MARYLAND MASSACHUSETTS

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

NOTE: Offering cap amounts will NOTE: Offerings made to one or

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

10% of the investors income

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

intermediaries, along with com-

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

STATE MICHIGAN MINNESOTA MISSISSIPPI MONTANA NEBRASKA NEW JERSEY

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

NOTE: Offering cap amounts will

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

- the greater of $5,000 or 5% of

NOTE: Neither Offering Portal,

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

otherwise meets the require- and

NOTE: Offering cap amounts will

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

$10,000 per investor, per of-

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

info purposes only;

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

STATE VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING

excludes investment companies,

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

OTHERWISE OTHERWISE OTHERWISE OTHERWISE

$1,000,000 $1,000,000 $1,000,000 $1,000,000

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

10% of the investors income

AND AND AND AND AND AND

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

Prepared by Anthony J. Zeoli, Esq. (azeoli@freeborn.com) of Freeborn & Peters LLP

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