Securities RegistrationQuestion 55 of 100
Organizers of a proposed corporation solicit subscriptions from a handful of prospective shareholders before the company exists. For this preorganization certificate exemption to apply:
a.The subscribers must each invest at least $10,000
b.A registration statement must be filed by qualification
c.At least twenty-five subscribers are required
d.The number of subscribers must be limited, no commission may be paid for soliciting them, and no payment may be made by any subscriber
Explanation
The preorganization certificate or subscription exemption is conditioned on a small, capped number of subscribers, the absence of any commission for soliciting them, and the fact that no subscriber actually pays money at that stage. A minimum investment is not part of the test, and requiring a large number of subscribers would contradict the exemption's private character. Because it is an exemption, no registration statement is filed.
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