REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933: Filing Form 1-A

DEFINITION OF ‘REGULATION A’

An exemption from the registration requirements mandated by the Securities Act, applicable to small public offerings of securities that do not exceed $5 million in any 12-month period. A company that uses the Regulation A exemption for a securities offering must still file an offering statement with the Securities and Exchange Commission. While Regulation A offerings share some characteristics with registered offerings, they have some distinct advantages over full registration.

CERVITUDE EXPLAINS ‘REGULATION A’

The issuer of a Regulation A offering has to provide buyers of the issue with an offering document whose content is similar to the prospectus in a registered offering. However, the advantages of a Reg A offering over a fully registered offering make up for this somewhat onerous requirement. These advantages include – simpler financial statements that do not have to be audited, no Exchange Act reporting requirements until the company has more than $10 million in assets and more than 500 shareholders, and the choice of three formats to prepare the offering circular.

WHERE TO FIND ‘FORM 1-A’

A party wishing to file Form 1-A with the U.S. Securities and Exchange Commission can find the form on the S.E.C. website under their form list: Form 1-A

HOW TO FILE ‘FORM 1-A’

Filing forms with the S.E.C. may seem simple at first, but a corporation or company should be aware of the complex laws and regulations that they must adhere to when filing.  Regulation A provides the basis for an exemption for certain small offerings (generally up to $5 million in any twelve month period). Companies selling securities in reliance on a Regulation A exemption from the registration provisions of the 1933 Act must provide investors with an offering statement meeting the requirements of Form 1-A. For additional information on Regulation A, ask for a copy of the Regulation and the pamphlet entitled “Q & A: Small Business and the SEC” from the Commission’s Publications Unit or see the Small Business section of the Commission’s Web Site.

A FINAL NOTE FROM CERVITUDE ON FILING FORM 1-A WITH THE S.E.C.

We help clients from all over the world file forms with the S.E.C. and take care of the tedious process of making sure your filings comply with The Securities Act of 1933, the Exchange Act of 1944 and other laws and regulations pertaining to securities.  when ready to file, we also have a team of Attorneys and Accountants that will review your documents before submission.  If you are ready to get started on the process or have already started and need further assistance, do not hesitate to email us at CervitudeNetwork@gmail.com to set up a time to conference.

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