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Share Offerings

Do Micro-Cap Stock Companies Have To Register With The SEC In Order To Offer Or Sell Securities To The Public?

Any company that desires to offer or put up shares for sale to the public at large must either register with the SEC or fulfill an exemption. In general they will either file under SEC Regulation A or D.

What Is A “Regulation D” Offering?

Smaller companies that offer and sell stocks without registering with the SEC can do so under an exemption which is termed Regulation D. Regulation D exempts companies that look to raise smaller amounts of capital.

Although companies declaring an exemption under Regulation D are not required to register or file reports with the Securities Exchange Commission (SEC) these companies must however file a “Form D”. A “Form D” is a document that details the stock offering.

What Is A “Regulation A” Offering?

Regulation A exempts companies that raise less than five million dollars per annum from registering their shares. Rather than file their securities through the electronic data and gathering retrieval system more commonly known as EDGAR, these companies are only required to file with the SEC a printed copy of an “offering circular”.

This “offering circular” contains financial statements and other corporate information relating to the company.

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