The Ontario Companies Branch of the Ministry of Government Services issues Certificates of Status for companies incorporated in Ontario. A Certificate of Status, Certificate of Good Standing or a Certificate of Compliance are different names for the same thing and the name depends on the province or territory in which you request it. Any company in the World can obtain a Certificate of Good Standing from its country, province or territory of origin.
Certificates of Status are issued when you need to provide some institution or person with confirmation that your Ontario company is in good standing and is up-to-date in its filings.
An Ontario Certificate of Status shows whether the company is in good standing or not, the exact and proper name of the company and the corporation number.
Revenue Canada Agency requires that every Ontario company file a tax return each year. If the company does not file Revenue Canada Agency will send notices and then eventually dissolve the company if it continues to not file. A dissolved company cannot obtain a clear Certificate of Good Standing or Certificate of Status.
Your Ontario corporation will be dissolved by the Ministry of Government Services if the annual returns are not filed. If you wish to order a Certificate of Status then you must ensure the annual returns are up-to-date or you will not receive a Certificate indicating the corporation is in good standing.
When an Ontario Certificate of Status is issued for a corporation and the certificate shows that the company is not in good standing because of some filing it has not made, money is not refunded. It will be necessary for that corporation to update its filings before it can receive a Certificate of Status which indicates the corporation is in good standing. These certificates are costly because the government charges more to certify any kind of document. The corporation will then have to ensure all of its filings are up-to-date in order to obtain the Certificate of Status it needs. It is a good idea to know before the Ontario Certificate of Status is ordered whether the corporation has done all of its annual return filings. If the corporation has not filed all of its federal tax returns it can still obtain an Ontario Certificate of Status just as long as too many years have not gone by and the corporation has then been dissolved.
A Certificate of Status is not an Ontario corporate search. If you are trying to determine information about an Ontario company you should have an Ontario Corporate Profile search done rather than ordering a Certificate of Status.
Certificates of Status are sometimes required by banks, law firms, individuals on the other side of a corporate deals whereby the company might be sold, when the corporation registers a car, when a company buys property, or numerous other reasons. Any person or institution that an Ontario company is dealing with may ask the directors and officers to provide them with a Certificate of Status to ensure the company is in good standing with the Ontario government.
Resources for Canadian Business Owners provides information about and other legal products including .
Have you heard about the blog… So what is blogging about? It is short for web log. It is simply a method you can write online for others to read. People utilize the blog to let others keep up with what is going with their lives. Years ago people would send out a newsletter by regular mail, or snail mail, to let their friends or relatives know what was going on with them.
Well a blog now is a way people can have on ongoing newsletter to let other know what is going on in their lives. But now people are using their blogs to advertise their products or services or to advertise others products or services. They also use a blog in conjunction with their websites. So the blog first started out as way people could announce what was going on in their lives or write about their opinions to share with the online world.
One of the ways people use them is to create a blog and promote affiliate products. These are products from other people not your own. You earn a commission each time you help create a sale of that person’s product. A blog is a great way to do this plus unlike websites you do not need to pay for hosting space with a blog.
The blog is a great way to do this because you can create a blog and then talk about on your blog about how great the product is and then create a link where people can click on to go to the order form for that product. You did not have to build a website and you did not have to pay for the hosting fees for a website. But you are able to promote the affiliate product and make a sale from it.
This is a good alternative to building a website especially if you are new to this type of marketing on the internet. Building a website might be new to you and you want to focus on marketing not the technical part of building a website. And there are a lot of blog hosting companies you can sign up for free with and start building one right away.
They provide the template and also the different backgrounds and styles to choose from. Before you know it you will have a great looking professional appearing internet presence. You will not have the cost of a website or have to go through the trouble of building one.
The advantage also is that you will be adding new and fresh content a regular basis. The search engines love this. So you will be ranked high on the search engines which means more traffic to your site.
If you have a business already on the internet you can still use a blog. If you have a website you can promote your website on your blog. Since you will getting a lot of traffic to your blog you can send that traffic to your website by adding a link to your website. You will increase traffic to your website. And more traffic means more money in your pocket.
Want to learn how to use blogs for your online business? Let Andrew Egorov show you all the tips and tricks, secrets and behind-the-scenes views of systems that will allow you to create your own successful online business. Visit for all your online business needs!
There is a new law in Virginia that will ban Motorcycle Club Colors in Bars. The law, originally aimed at Street Gangs, is causing quite a stir with Virginia Bikers. The law states that Bar & Restaurant owners will lose their liquor license if they allow patrons who wear “gang” related attire such as Club Logo’s or Colored Bandannas.
These sort of “grey area” laws are extremely dangerous and a threat to everyone’s freedom. Who decides what constitutes “Gang Apparel”? I’m wondering if Boy Scouts are going to be able to eat together at Applebees if they are in their uniforms.
According to news reports, many Bikers and Motorcycle Club Members in Virginia have already begun fighting this law. If a law like this is allowed to stand in Virginia, it won’t be long until it is passed in other states across America!
We as Motorcyclists and Bikers (It does not matter what you call yourself) have to realize fast that we are all connected. It doesn’t matter what you ride, what State you live in or who you Support, we’re all in this together. What effects Me effects you and it doesn’t matter what you happen to think of me.
When the local Bar you and your Brothers love hanging out at is told that you and all other members of Motorcycle Clubs can no longer go there or they will revoke the Bars liquor license, What then?
This is no Joke my Biker Brothers, every month there is another new law that is aimed not only Motorcycle Club Members, but all Americans. It seems that every time the Government wants to take away a freedom, they find a way to craft a new law for our “safety”. What kind of Country is this turning into when you can’t wear what you want and suddenly, your constitutional right to assemble is taken away from you?
Although there are many ignorant people out there that believe Motorcycle Clubs are Gangs, that’s simply not the case. Most Motorcycle Clubs are made up of hard working, honest, law abiding, patriotic, American Citizens who enjoy a common bond, Motorcycles. It’s what is in a persons heart that determines who they are, not the clothes they wear.
In the past year the government has taken away the Colors of one Motorcycle Club. A law enforcement officer can demand anyone sporting the Clubs logo to forfeit it. The theory is that the loss of the logo strips the club of its “gang identity.”
Grant it, it appears that some of the Clubs members may have been involved in illegal activities, but that doesn’t mean that everyone who rides a Motorcycle should be punished for it. In fact, less than 10% of this 600 Member Club was even accused of wrong doing.
In addition, the Government and law enforcement agencies have been spending millions of our dollars to influence friends and ex-members of Motorcycle Clubs in an effort to infiltrate these clubs in hopes of catching members doing something illegal. Often, when they find that the Club they’ve infiltrated is nothing more than a group of Patriotic, Law Abiding Men & Women, they’ll fabric wrong doing so that they can justify the enormous amount of resources spent on these Fishing Expeditions.
Just imagine how much better off we’d all be if they used those resources to investigate the Corrupt Politicians, the Corporations that control our Country, Wall Street, and the other issues that are quickly sinking this great Nation.
What I want to know is, what will be the last straw? What’s it going to take for us to say enough is enough? We can not fight these Laws and Fight each other at the same time! We need to work together to save what we are, who we are.
The Government has taken away our rights to ride the Motorcycle we want, to wear what we want and now to go where we want! Why are we still fighting each other? When are we going to wake up??
For more on this story check out the story on WTVR.com
I am your Bro, LJ James AmericanBikerX.com Saying Time is Running out!!!
LJ runs a that helps to teach people who do not ride what is true about series like and what is not
How To Start A Personal Training Blog To Attract Clients Quicker and easier than you might think. A website is a website and a blog is a blog. They are different and in many ways the same. With both you can establish an online presence for your personal training business.
But a blog is easier and cheaper to build. You can go to a free blogging service and build a blog for the cost of your time. A website costs you money to rent hosting space.
There are many free tutorials available online to watch and see how to build a blog. You can be up and running in well under a half an hour. And if you are used to using a word processor you can easily keep your blog updated with new and fresh content.
Keep your blog updated with fresh new content daily and the search engines will love you. They will reward you by ranking your blog high on their search results pages. This means more internet traffic for your blog which means more customers for your personal training business. A website on the other hand can become static without any fresh content so it will fall in the search results.
You can build a following with your blog by giving valuable information about fitness and diet. You can show that you are an expert in your field. You put your contact information on your blog so people can contact you. They will want to contact you because after awhile they will feel they know you because they read all your great posts daily on your blog.
Also have an about yourself page on your blog to list your qualifications. Post fitness tips and information on how you help people get in shape and better their lives through health and fitness. And try to make a post if not every day then at least three to five times a week.
You can offer discounts to those who visit your blog daily. You can invite people to contribute to the blog. Ask people to list what is there three concerns about fitness and diet. When you answer they will see that you take their concerns seriously. This will make them feel like part of the community.
People like doing business with people they know. This community will become your clients. You can also join online forums to build your business. You can go to forums where people need help with diet or physical fitness. But do not go on simply to promote your business. Instead answer questions and give advice. Then include in your signature file a link to your blog. By doing this people on the forum will see that you are sincere and that you know what you are talking about. As people learn to trust you they will be likely to click the link to visit your blog. When they see all of your great posts in the past archives section of your blog they will more than likely become a regular visitor and could someday be a client of yours.
HostGator is the cheapest web host. You can use to get discount at the time of sign up.
Bypassing the blistering reality that banks aren’t making small or medium size business loans. Lines of credit are deal. Hard money predators are out in full force and legitimate funding sources are at an all time low. Companies can take the tried and tested route in hiring a consultant, structuring their company, building strategic alliances, creating a solid board of directors and then authoring the business plan and PPM for the initial raise but why would they when they have so many scammers telling them that they can easily raise the capital with a shelf corporation or reverse merger into a pink sheets public shell.
People in need of capital don’t want to be bothered with the reality the capital is not as easy to obtain as it once was. Entrepreneurs are seeking the quick and easy way out which typically turns out to be the route that ruins their company and depletes their cash flow.
The truth is that your company has to be constructed on the success and failures of your executive staff. These individuals are the lifeblood of your company and their contacts and experience is what will drive your company forward into ongoing self-perpetuating growth.
Don’t believe the hype when it comes to raising fast capital in the corporate realm. Don’t believe that a shelf corporation will do anything but make you and your company look like idiots and don’t think for a minute that there is any way to initiate your first round of capital without an SEC regulated Private Placement Memorandum.
Big brother is always watching and those who try to raise money without the proper structure always get burned. Why not step back, take a breath and start off your campaign to raise your first round of capital the right way with a private placement memorandum, then a direct public offering then move onto the public offering on the OTCBB.
Why not for a change, do things the correct way, using the structures that are conducive to actually raising capital the legitimate way as opposed to the fast and easy way.
The fast an easy way is often the wrong way and in the end there is no capital being raised at all, only headaches and lawsuits. Find a consultant with the experience of taking startup companies and expansion mode companies public.
Don’t waste time with the scammers. Raise capital the right way and you’ll never have to redo the process.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
A Nuans name search is a paper document produced from the Canadian Nuans name search system which checks a proposed company or business name against all other registered company and business names across Canada including trade-marks.
The Nuans name search system is a computerized search system which contains a list of all of the company names, sole proprietorships, partnerships, business names and trade-marks registered in federal, provincial and territorial jurisdictions in Canada. The purpose of the system is to keep track of all names registered across Canada.
The Nuans name search report will show all names similar to your proposed name in order of importance. The first being the closest conflict to the name you wish to use. You can then decide whether your name is different enough from all other names before you register your name.
A Nuans name search report is required when incorporating in many of the provinces and/or territories in Canada.
Not all provinces and territories will accept the Nuans report. Some jurisdictions in Canada have their own search system. The Nuans system contains all names registered across Canada regardless and it is advisable to do a preliminary name search through the Nuans system before incorporating or registering a business name.
The provinces and territories which accept a report from the Nuans system are:
Ontario
Ontario
Ontario
Prince Edward Island
Federal
Federal
The Nuans name search system is updated regularly with all registrations of incorporations, business names, partnership names and sole proprietorship names in those Canadian jurisdictions where the Nuans report is not accepted.
You cannot incorporate a company with a name that is exactly the same as another name already registered. When you go to incorporate a company in Canada the government must first know if that name has been taken.
Even if the name you propose for your business is different than all other names registered but possibly too close in similarity to another name registered your business could be taken to court and ordered to change its name. You are the one who is expected to ensure you have picked a name that is not similar to any other name registered.
Nuans name search reports are biased in accordance with the Canadian jurisdiction in which the business will be registered. If you are incorporating a company in New Brunswick you will need to obtain a New Brunswick biased report and if you are incorporating in another province the report will have to be for that location. All Nuans name search reports will search the system for names right across Canada.
There is no protection for business names in Alberta and Ontario so you can register a name exactly the same as any other business name that has been registered without obtaining a Nuans name search report.
A preliminary name search would be advisable in cases where a full Nuans is not required to guard against registering a name exactly the same. This is because it is a very bad idea to register a name exactly the same as another name already registered.
A preliminary name search can be performed by a registered search house. Preliminary name search results can be provided by email. An average person would not be able to pick up all the conflicts when performing a preliminary name search since nuans search houses are trained for this purpose.
Attend at Resources for Canadian Business Owners for a and information about .
If you want to hang bird feeders in your outdoor space and you live in an area where squirrels are plentiful you know exactly how difficult it is to keep the squirrels out of the bird seed. The problem is that squirrels are very smart and may be able to figure out how it is possible to get into the bird feeder and they finish up stealing all the food before the birds even get to it. Another issue is that once the squirrels know the way to get into the feeder they frequently become territorial and won’t let the birds in.
If you are uninterested in seeing this occur with feeder after feeder, you might want to consider getting the Squirrel Buster bird feeder. This is a bird feeder which will keep the squirrels out of the bird food for good. While there are many products on the market that claim to be squirrel evidence, the Squirrel Buster bird feeder is the only one that may truly keep the squirrels out of the food. Considering what makes this feeder different? With this feeder you have openings in the bottom section of the feeder. These openings align with seed ports that provide bird’s access to the seeds inside.
If a squirrel climbs onto the feeder the feeder automatically senses too much weight and a shroud is forced down over the seed ports. This may keep squirrels and large birds out of the seed ports but will allow for small birds to feed without effort. Those birds and squirrels that are turned away won’t be harmed ; they just will not be able to use the seed. You can define how much weight must be placed on the unit for the shroud to shut. You can also adjust the perches as you see fit . The perch rang from 1.25 inches for smaller birds to 1.75 for larger birds.
The neat thing about this feeder is that it not only keeps undesired birds away, it helps for the birds that you do want to feed to feed more nicely. There’s an included cardinal ring that allows for the cardinal to eat facing their food, which is crucial to them. There’s also a ventilation system that will keep the seed fresh and dry, so you never have to dump out moldy seed again. The Squirrel Buster bird feeder will attract many birds such as nuthatches, chickadees, goldfinches, cardinals, blue jays, and more.
The Squirrel Buster bird feeder will help to ward off many unwished-for birds and animals such as red and gray squirrels, grackles, starlings, and even doves. The unit is dishwasher safe so you can clean it between fillings and with a built to last construction and limited lifetime guaranty you can continue to use this feeder for years yet to come. This is just a great feeder that will enable you to attract the species of birds that you enjoy and ward off those birds and animals that you do not want to feed time and time again.
Learn more about . Stop by Ray Bonanza’s site where you can find out all about and what it can do for you.
Structure your company should spearhead your capital raising initiative. Make sure that your corporate layout is conducive to creating and retaining investor and venture capitalist attention. You should have a solid and elite executive team composed of the best of the best that your industry has to offer and if you can’t attract those in the upper echelon of your business genre, you need to take an active approach to branding them as experts using on and offline PR campaigns labeling yourselves as industry experts who are innovating industry changing solutions. Create a stir, be controversial (but not offensive) and be ready to back up your stir with empirical evidence of your knowledge and success. You should have an advisory board and board of directors composed of industry specialists. Each individual should represent a forte that makes investors start to salivate when they are reading the bio section of your business plan. They should be able to contribute with contract negotiation, strong alliance introduction capabilities and more. When choosing professionals to fill the void of adviser and director positions you should think in terms of corporate ‘growth’ and ’stabilization’.
Next you want to make sure that your entity is prepared to receive debt and/or equity capital. You’ll need a solid business plan, don’t write it yourself, you’ll only hinder your ability to raise capital. Call a professional to write your strategic business plan. Next you’ll need a way to distribute equity or debt shares, a Private Placement Memorandum is the most common mechanism for helping companies raise capital quickly and easily while staying within the regulation guidelines of the SEC. Your PPM must be written by a professional to deliver the ultimate protection for your company while simultaneously spelling out the technical intricacies of your business to the investor.
Now that your company is structured properly, you have a business plan and a PPM, you are ready to start raising capital. Your first call should be to a corporate turnaround consultant with an arsenal of global funding contacts composed of all the necessary contacts such as: venture capital firms, private equity firms, angel investors, private investors, accredited investors, structured finance firms and so on. This turnaround consultant, if they are part of an established firm (always use a small boutique firm if you can find one, they are much more affective and one on one than the larger firms and tend to get the job done quicker without the headaches) they will have a service call and ‘Investor Finder’ service. They will reach into their gargantuan bag of contacts and give you so many funding options your head will spin, thus, making your fund raising efforts fast and painless.
Now that you achieved your first round of fund raising it’s time to get serious. Yes! It’s time to take your company public. Stay away from Pink Sheets and Reverse Mergers, you’ll only regret it. If you are a smaller business or a startup, your best bet is the OTCBB. Go back to your turnaround consultant and have them start putting you through the sec audit, sec registration, FINRA registration and Market Maker joint venture and S1 filing. They should be able to handle the entire ‘going public’ process for you and in 4 to 7 months, you’re public and trading.
Be sure to take advantage of the multitude of strategies to capitalize off of your securities. Remember there are many ways to capitalize off of your shares, selling shares through your market maker, continuously engaging in heavy PR to stabilize and enhance your stock price and another way that many entrepreneurs don’t consider as an option when raising capital, the almighty hedge lender will can lend your company money against your collateralized securities. Yes! Use your stock as security for financing. After you pay off the loan, line of credit or lease you get those shares back (be sure that your lawyer audits your contract with the lender to keep away from any convertible stock clauses). So now you are raising capital by selling stock as well as the ‘on demand’ loan or loc concept of security backed lending.
Congratulations! You’ve just completed ‘Real’ corporate finance 101! Now get out there, put your company together and start raising the capital you need.
For Corporate Consulting or , call Princeton Corporate Solutions at 267-233-0183 the easy way!
When you own a bird feeder you will quickly see what parts of the feeder take the most wear and tear. The parts that are used most often will begin to show their age or even start to break down over a period. In fact, in a number of cases you could need to order bird feeder parts that may replace those parts that are beginning to wear down through continual usage. Good quality bird feeders will often last for a good long time before you want to order any new parts, but even the highest quality feeders may need new parts after some time.
how do you know when it’s time to order new bird feeder parts? Every time you fill your feeder you need to give it a fast inspection. Are lids still easy to remove? Do cords or batteries still work and are they straightforward to access? Are springs still able to be easily manipulated? Does the feeder show indicators of rusting? These are the things that you are going to need to take a look at every time that you fill the feeder. If you find that these things are not working right, it may be time to place a call to order new bird feeder parts.
Who to call when you need new bird feeder parts? You must look at who the maker is of the bird feeder. This is usually found somewhere on the bird feeder. If you’re fortunate you’ll also have the number right on the feeder, but if not that is not anything you need to fret about. The web is a great thing when you want to call someone to order new bird feeder parts. The great thing about the Net is that you can simply look up the maker of the feeder and you can simply find their customer service line. Many companies essentially have a parts line, so you might want to go looking for this.
When you call for your new bird feeder parts you may need to have the name of the feeder as well as the model number. You can usually find this information on the bottom of the feeder, which is going to be beneficial. You have got to remember the person you’re talking to on the other end of the phonephone can’t see your feeder and they almost certainly do not know anything about the feeders, their job is just to order the parts for the model numbers they are given. The more info you have about your feeder the more accurate the parts will be when they arrive to your home for you to replace.
you could find when you order bird feeder parts that they are quite costly. In some instances you may have a warranty that covers the price, but if this is not the case you may find the parts are as costly as a new feeder. At this point you need to choose if it is worth it to replace the parts or if you must just purchase a new feeder. In many examples, a new feeder is less expensive and simply more handy.
Learn more about . Stop by Ray Bonanza’s site where you can find out all about and what it can do for you.
Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.
Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.
Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.
Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:
Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.
If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.
Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.
Further restrictions under Rule 505 include:
The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.
SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.
If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.
The securities sold are “restricted” under the same stipulations in Rule 505.
A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.
Accredited Investor Exemption
The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):
The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.
The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.
, call Princeton Corporate Solutions at 267-233-0183 the easy way!
