Rule 147 is a safe harbor provision under the Securities Act of 1933 that exempts certain intrastate offerings from the registration requirements of the federal securities laws. In order to qualify for the exemption, the issuer must satisfy a number of conditions, including that:
The offering is made only to residents of the state in which the issuer is organized and doing business;
The issuer must have its principal place of business in that state;
At least 80% of the offering proceeds must be used for a bona fide business purpose in the state; and
The issuer must not be subject to disqualification under Rule 505 or 506 of Regulation D.
The Rule 147 safe harbor is not available for offerings of securities of so-called "blank check" companies.
What is the Rule 144 date?
The Rule 144 date is the date on which an investor is eligible to sell restricted securities. The date is determined by the length of time that the securities have been held and the type of security. Rule 144 generally requires that a security be held for at least six months before it can be sold, but there are exceptions for certain types of securities.
Does Rule 144 apply to private companies?
Rule 144 applies to private companies if they meet the following conditions:
1. The company is not subject to the reporting requirements of the Securities Exchange Act of 1934.
2. The company has a public float of less than $75 million.
3. The company is not an investment company.
4. The company is not in bankruptcy.
If a private company meets all of the above conditions, then Rule 144 may be used to sell restricted securities. Rule 144 imposes certain requirements on sellers, including a holding period of six months, and requires that the securities be sold in compliance with SEC regulations.
What is a private placement transaction?
A private placement transaction is a transaction between a company and a small number of investors, typically done without the use of a public offering. Private placement transactions are often done to raise capital, but can also be used for other purposes such as to buy out existing shareholders. Private placement transactions are typically done through the use of a placement agent.
Can private companies use Rule 147?
Yes, private companies can use Rule 147. Rule 147 is a safe harbor provision that allows companies to raise capital through the sale of securities without having to register the securities with the SEC. The rule is intended to make it easier for small businesses to raise capital by exempting them from some of the costly and time-consuming registration requirements. To qualify for the exemption, companies must meet certain requirements, including being incorporated in the United States and having a majority of their business operations and employees located in the United States. What is the Rule 144 holding period? Under Rule 144 of the Securities Act of 1933, a non-affiliated shareholder may resell restricted or control securities if certain conditions are met, including a holding period of at least six months. The rule is intended to allow for the public resale of securities that were acquired in a private placement or other exempt transaction, while still protecting investors by ensuring that the securities are held for a sufficient period of time.
The six-month holding period begins on the date that the securities were first acquired, whether through a purchase, gift, or other transaction. If the securities were acquired in different transactions, the holding period will begin on the date of the earliest acquisition.
After the six-month holding period has passed, the shareholder may resell the securities in a public offering or to an accredited investor, subject to certain other conditions.