Está en la página 1de 1

Title : 506(b Title - 506(c

Direct Public
Offering (504 &
SCOR)
Title -
Crowdfunding
ntrastate (504
without SCOR) Reg A Reg S CA 25102(f) CA 25102(n)
CA qualification
by permit
Advertising and
general
solicitation
permitted No Yes Yes
Yes but only with
funding portal or
registered
intermediary Yes No
Yes, to non-U.S.
citizens
Limited solicitation
and advertising
Tombstone ads
and limited
solicitation Unlimited
Raise amount Unlimited Unlimited $1 million $1 million $1 million $50 million Unlimited Unlimited $5 million Unlimited
Number of
investors
Accredited
unlimited;
sophisticated 35
Accredited
unlimited;
sophisticated 35
Accredited
unlimited;
sophisticatd 35 Unlimited Unlimited Unlimited
Accredited
unlimited
Accredited
unlimited; 35
sophisticated
Accedited
unlimited; 35
sophisticated
Unlimited if
"qualified"
nvestor
qualifications
Sophisticated or
accredted
Sophisticated or
accredited None
ncome and net
worth thresholds None None None
Sophisticated or
proof of pre-
existing
relationship with
issuer
"Qualified" or
accredited
None, subject to
merit review
ntermediary
required? No No No Yes No No No No No No
Audited
financials
required No No No, but preferred
Yes if raise
exceeds $1 million No, but preferred Yes No No Yes Yes
Ongoing
reporting
requirements Minimal Minimal Minimal Extensive Minimal Yes Minimal Minimal Minimal
Less strigent if
raise is for less
than $5 million
Foreign
investors
require
separate
offering?
No; certificates by
investors required
No; certificates
rquired
No, but only if
raise is for less
than $1 million Yes
No, but only if
raise if for less
than $1 millio Yes
nvestors must all
be non-U.S.
citizens
Yes, unless 6
months between
offerings
Yes, if offering is
for less than $5
million; certificates
required
Subject to
Regulation D;
certificates
required
Resale
restrictions
Rule 144 or 4(1-
1/2) - resales must
be to accredited
investors
Rule 144 or 4(1-
1/2) - resales must
be to accredited
investors Rule 144 & 144A
Rule 144; resales
must folllow 12
months of
ownership Rule 144 & 144A Rule 144 & 144A Rule 144 & 144A Rule 144 & 144A Rule 144 & 144A Rule 144 & 144A
nvestors
included in
Section 12(g
registration
threshold
Yes, unless shares
held in street name
with a custodian Yes Yes No Yes Yes Yes No No No
Comment
Form D must be
filed with SEC
Requires clear
evidence that
accredited investor
status has been
verified
Use states with no
merit review if
practicable;
approval in
advance is
required from lead
state in one of 5
regions
A game changer
set to become
effective in mid-
2014
504 exemption
without SCOR Seldom used
"Regulation S
global security"
Referred to as the
"friends and family"
offering
Allows public sales
under Federal
Rule 1001
nvestor
qualifications are
less than for
accredited
investors, but
application to state
must be approved
in advance of the
offering
December 2013
Summary of
Federaal and
California Private
Placement Options
- Copyright 2013
Private Placement
Advisors, St.
Helena Califoria