Exemptions From Securities Registration
The following statutes and rules provide exemptions from registration requirements for securities transactions in compliance with the relevant statute or rule. For interpretive guidance, see no-action letters issued by the Securities Division. For additional information regarding exemptions, see
Raising Capital.
Exemptions with filing and fee requirements:
- A.R.S. § 44-1843(A) exempts specified types of securities from securities registration
requirements. Self-executing, except that subsection (B) requires that a fee be filed within thirty days after the first sale in Arizona of some of the types of securities. With respect to securities exempt pursuant to A.R.S. §
44-1843(A)(1) (securities issued or guaranteed by governmental agencies), A.R.S. § 44-1843.01(B) imposes
additional filing requirements on five categories of securities defined in A.R.S. § 44-1843.01(A).
- A.R.S. § 44-1844(D) provides
an exemption for INTRASTATE crowdfunding offerings. Notice filing required. No
fee.
Information about INTERSTATE crowdfunding at the federal level may be found on the SEC’s web-site at http://secsearch.sec.gov/search?utf8=%3F&affiliate=secsearch&query=crowdfunding. - A.R.S. § 44-1846 provides a procedure to petition the Corporation Commission for a
specific issuer and issue in compliance with A.A.C. R14-4-127. $200.00 fee [A.R.S. § 44-1861(H)].
- A.R.S. § 44-1850: viatical or life settlement investment contracts. No fee.
- A.A.C. R14-4-101: an issuer aggregate of $500,000 to existing stockholders and employees. See also
A.A.C. R14-4-123 for financial information requirements. $100.00 fee [A.A.C. R14-4-101(E)].
- A.A.C. R14-4-102: an issuer aggregate of $100,000 to not more than ten persons. See also A.A.C. R14-4-123 for financial information requirements. $100.00 fee [A.A.C. R14-4-102(E)].
- A.A.C. R14-4-126: federal Regulation D, rules 505 and 506, equivalent. R14-4-126(F) is the safe harbor
for private placements pursuant to A.R.S. § 44-1844(A)(1). $250.00 initial fee; $100.00 final fee [A.A.C. R14-4-126(D)(7)].
- A.A.C. R14-4-135: a transation effective with the SEC on Form F-7, F-8, F-9, or F-10. $100.00 fee [A.A.C.
R14-4-135(2)].
- A.A.C. R14-4-137: securities issued pursuant to a court or governmental order. $100.00 fee [A.R.S. § 44-1861(G)].
- A.A.C. R14-4-139: public offerings for qualified purchasers. This exemption is available only for offerings
exempt from federal registration pursuant to the intrastate exemption or 17 CFR 230.1001. $100.00 fee [A.A.C. R14-4-139(N)].
- A.A.C. R14-4-140: accredited investor offering in compliance with federal Regulation D, rule 504. $100.00
fee [A.A.C. R14-4-140(L)].
- A.A.C. R14-4-141: solicitation of interest prior to the filing of a registration statement. $100.00
fee [A.A.C. R14-4-141(B)(3)].
- A.A.C. R14-4-148: transactions effected by Canadian dealers and salesmen. $100.00 fee [A.A.C. R14-4-148(F)(3)].
Self-Executing Exemptions:
Self-executing exemptions contain no filing or fee requirement.