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SEC staff issues guidance on amendments to Regulation A

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Jun 26, 2015

The SEC staff has guidance (Amendments to Regulation A: A Small Entity Compliance Guide) on its March 2015 amendments to Regulation A. The amendments, which were issued to implement Section 401 of the Jumpstart Our Business Startups Act, exempt certain offerings from registration under the Securities Act of 1933.

Specifically, they provide relief for entities that offer and sell up to $50 million of securities in a 12-month period if they meet specified eligibility, disclosure, and reporting requirements. The amendments were effective on June 19, 2015. The new guidance “summarizes and explains [the] rules adopted by the SEC, but is not a substitute for any rule itself.” For additional information, see the SEC’s Amendments to Regulation A: A Small Entity Compliance Guide.

The SEC staff also recently issued and revised a number of compliance and disclosure interpretations to provide additional guidance on Regulation A. Specifically, the staff added questions 182.01 through 182.11 under the Securities Act Rules interpretations, and withdrew questions 128.01 and 128.03 from the Securities Act Forms interpretations.

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