Securities RegistrationQuestion 44 of 100
Under the private placement exemption in the Uniform Securities Act, an issuer may make offers to no more than a limited number of non-institutional persons in any twelve-month period. Which additional condition applies?
a.The buyers must all be residents of the same state
b.The issuer must file a registration statement by notification
c.The buyers must purchase for investment rather than for resale, and no commission may be paid for soliciting non-institutional buyers
d.The offering must raise at least one million dollars
Explanation
The state private placement exemption limits the number of non-institutional offerees in a twelve-month period, requires that buyers purchase for investment and not with a view to distribution, and forbids paying commissions for soliciting those non-institutional buyers. Institutional buyers are not counted against the limit. Residency and minimum offering size are not conditions, and filing a registration statement would defeat the purpose of an exemption.
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