§ 8-6-11(a)(14) OF THE ALABAMA
SECURITIES ACT is an intrastate exemption allowing for-profit corporations or other
for-profit entities or other business cooperatives with its principal place of
business in the State of Alabama to offer/sell securities only to residents of
the State of Alabama who are residents at the time of purchase.
- The transaction shall meet the requirements of
the federal exemption for intrastate offerings in section 3(a)(11)
of the Securities Act of 1933, 15 U.S.C. § 77c(a)(11) and SEC rule 147.
- The sum of all cash and other consideration to
be received for all sales of the security in reliance upon this exemption shall
not exceed one million dollars ($1,000,000), less the aggregate amount received
by the issuer within the twelve months before the first offer or sale made in
reliance upon this exemption.
- The issuer shall not accept more than five
thousand dollars ($5,000) from any single purchaser unless the purchaser is an
accredited investor as defined by Rule 501 SEC regulation D, 17 C.F.R. 230.501.
- Issuer must reasonably believe that all
purchasers are purchasing for investment and not for resale.
- Commission or remuneration shall not be paid or
given, directly or indirectly, for any person’s participation in the offer or
sale of securities for the issuer unless the person is registered as a
broker-dealer or agent in Alabama under the Act.
- All funds received from investors shall be
deposited into a bank or depository institution authorized to do business in
Alabama, and all funds shall be used in accordance with representations made to
- Issuers shall not use this exemption in conjunction
with any other exemption under the Act except the exemption to institutional
investors at § 8-6-11(a)(8).
- Issuer shall make all disclosures to investors
as required by subsection (f) or SEC Rule 147,17
NONOT LESS THAN TEN
DAYS PRIOR TO THE USE OF ANY GENERAL SOLICITATION OR WITHIN FIFTEEN DAYS AFTER
THE FIRST SALE OF THE SECURITY PURSUANT TO THIS EXEMPTION (PROVIDIED NO GENERAL
SOLICITATION HAS BEEN USED), WHICHEVER COMES FIRST, THE ISSUER SHALL FILE WITH
- Complete Form CF1
- $150.00 non-refundable filing fee
- Flyers or advertising to be used in the
solicitation of investors
- Identification of anyone receiving compensation,
directly or indirectly, for solicitation of this offering on behalf of the
- Copies of offering documents provided to
- Evidence of registration with the Alabama
Secretary of State’s Office
Exemption is not available to investment companies defined
in Section 3 of the Investment Company Act of 1940, an investment adviser as
defined at Code of Alabama, 1975 § 8-6-2(18),
or to issuers whereby its officers, controlling people or promoters are subject
to a disqualifier enumerated at Code of
Alabama, 1975, § 8-6-9.
Nothing in this
exemption shall be construed to alleviate any person from the anti-fraud