The SEC’s final offering-rule package was published November 21, 2016, but its parts do not become effective together. The amendments to Rule 504 and Rule 30-1 take effect January 20, 2017. Revised Rule 147 and new Rule 147A take effect April 20, 2017. Rule 505’s removal and the other amendments take effect May 22, 2017. [2016-26348]
The substantive changes are also separate. Rule 504’s aggregate limit rises from $1 million to $5 million for securities offered and sold by an issuer in a twelve-month period, alongside disqualification provisions for certain bad actors. This is an offering limit, not a per-investor cap or evidence that any company has secured that amount of financing. [2016-26348]
Amended Rule 147 retains the requirement that offers and sales remain in-state. Rule 147A permits offers without that geographic restriction and allows out-of-state organization under conditions, but sales remain limited to residents of the issuer’s state or territory. Applicable state securities law still matters. Broader communication is therefore not the same as unrestricted interstate selling. [2016-26348]
The November 2015 proposal had put the contemplated removal of offer restrictions under changes to Rule 147. The final division between 147 and 147A is a reason to read the adopted text rather than reuse the proposal’s shorthand. Both documents belong to the same SEC proceeding. They establish changes and dates, not independent confirmation that financing expanded or investors experienced better outcomes. [2016-26348][2015-28219]
Source documents
- Exemptions To Facilitate Intrastate and Regional Securities Offeringshttps://www.govinfo.gov/content/pkg/FR-2016-11-21/html/2016-26348.htm
- Exemptions To Facilitate Intrastate and Regional Securities Offeringshttps://www.govinfo.gov/content/pkg/FR-2015-11-10/html/2015-28219.htm