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Exemption from Registration

 

It is unlawful for a person to offer to sell or sell any security in this State unless the security is registered or the security or transaction is exempt under this chapter. NRS 90.460.  The Nevada Uniform Securities Act provides for over 30 exemptions from registration. The Division has created additional exemptions by rule. Furthermore, some of the statutory exemptions have been expanded by rule.

Exemptions are mainly divided into two groups:  

  1. Securities Exemptions - provides exemptions for securities themselves based on the type of security being offered or sold  (See NRS 90.520.)
  2. Transaction Exemptions - provides exemptions for specific types of transactions regardless of the type of security being offered or sold. (See NRS 90.530.)

There are also additional exemptions not listed under these groups, which can be found under Chapter 90 of the Nevada Revised Statutes and Nevada Administrative Code.  Of these, the most commonly used are:

Open-end Mutual Funds - See NRS 90.565

Regulation D, Rule 505 and 506 filings- See NRS 90.567  (For filing fees - See Special Notice dated 2/17/10). You should note that the Rule 504 exemption at the federal level is not exempt from registration in Nevada.  

Some exemptions require a filing with the Division to claim the exemption and/or a filing fee, while other exemptions are self-executing and do not require a filing. See the applicable Statutes and/or Regulations under Chapter 90 of the Nevada Revised Statutes and/or Nevada Administrative Code and/or contact the Division to verify the filing requirements. Note: any person that relies on an exemption has the burden to prove that the exemption applies.  For securities forms click here.


Rule 506 Checklist:

To make a notice filing for a Rule 506 offering, the issuer must submit to the Division, no later than 15 days after the first sale of the rule 506 offering in this state, the following:
1.  A signed notice on SEC Form D (if using the form filed with the SEC, electronic signatures are accepted); 
2.  $500 filing fee; and
3.  A statement disclosing the first date of sale to a Nevada resident (in lieu of the N-9 form). 

Send to:     Nevada Secretary of State, Securities Division, 555 E. Washington Ave., Suite 5200, Las Vegas, NV 89101

NOTE: Reg D 506 filings are valid for only one year in Nevada and are not infinite filings.

Amendments: There are no requirements to file amendments.  However, if there are major changes (i.e. name change, change of address), please notify the Division in writing.  There is no fee for amendments, unless filed as the annual renewal.

 

AGENT LICENSING:

Note: while a security or a transaction may be exempt from registration, it does not mean that persons offering or selling the securities are exempt from the licensing provisions.  Agents representing issuers, including officers or directors of the issuer, but not broker-dealers, are required to be licensed as an agent of the issuer under Nevada law.  Click here for details on licensing of Agents of the Issuer.  

Last updated: 2/7/2011 10:54:50 AM