Monday, February 06, 2017 7:06:55 PM
https://media2.mofo.com/documents/141230secamendmentsregistrationreqts.pdf
In December 2014, the SEC proposed amendments to revise the rules related to the thresholds for registration,
termination of registration, and suspension of reporting under Section 12(g) of the Exchange Act. These proposals
are designed to implement the requirements of the JOBS Act. The proposing release can be found at the following
link: http://www.sec.gov/rules/proposed/2014/33-9693.pdf.
Registration Requirements
The JOBS Act revised Section 12(g) of the Exchange Act to increase the threshold at which an issuer is required to
register its equity securities. Under the revised threshold, most issuers must register a class of equity securities if
it has more than $10 million of total assets and the securities are “held of record” by either (a) 2,000 persons or
(b) 500 persons who are not accredited investors.1
The accredited investor determination would be made as of the last day of the fiscal year, and not at the time of
the sale of the securities. As a result, an issuer would need to determine, based upon the facts and circumstances,
whether it can rely upon prior information furnished by an investor to form a reasonable basis for believing that a
shareholder remains an accredited investor. Accordingly, in connection with the proposed rules, the SEC is
soliciting comments on the appropriate criteria to be used by issuers to confirm the extent to which their
shareholders are “accredited investors,” and the extent to which an appropriate safe harbor can be developed.
Depending in part upon the terms of any safe harbor, private companies may find it useful to retain a transfer
agent or other service provider to assist in monitoring their shareholders, and determining their status as
accredited investors. Of course, this would be an unexpected, and probably unintended, cost imposed on issuers
by the new regulatory scheme.
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