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D.C. Municipal Regulations (Last Updated: September 13, 2017) |
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Title 26. INSURANCE, SECURITIES, AND BANKING |
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SubTilte 26-B. SECURITIES |
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Chapter 26-B2. REGISTRATION OF SECURITIES OFFERINGS |
Section 26-B250. DISTRICT OF COLUMBIA-ONLY SECURITIES OFFERINGS EXEMPTION
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250.1The purpose of this subchapter is to promote and encourage the growth of small business in the District of Columbia by facilitating the ability to raise capital by selling securities to District of Columbia residents. This subchapter will provide an exemption from the requirements of Section 301 of the Securities Act of 2000, D.C. Official Code § 31-5603.01 for issuers who offer such securities exclusively in the District of Columbia. This exemption will be known as the District of Columbia-Only Securities Offerings Exemption.
250.2Pursuant to D.C. Official Code § 31-5604.03, an offer or sale of a security in the District of Columbia that complies with all of the provisions of Section 250 shall be exempt from the requirements of D.C. Official Code § 31-5603.01, § 31-5603.07, and § 31-5604.05 of the Securities Act of 2000, effective October 26, 2000 (D.C. Law 13-203; D.C. Official Code §§ 31-5601.01 et seq. (2012 Repl.)) ("Act"), if the offer is conducted in accordance with the following requirements:
(a) The issuer must be an entity that is organized under the laws of the District of Columbia (“District”), is authorized to do business in the District, and has its principal place of business in the District;
(b) The transaction must meet the conditions 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 Rule 147 adopted under the Securities Act of 1933 (17 C.F.R. § 230.147); and
(c) Unless the purchaser is an accredited investor as defined by § 31-5601.01 of the Act, the issuer shall not accept:
(i) From any single purchaser who is a natural person, more than $10,000, if the purchaser’s annual gross income is less than $100,000;
(ii) From any single purchaser who is a natural person, more than $25,000, if the purchaser’s annual gross income is less than $200,000; or
(iii) An offer from any purchaser other than a natural person, unless the purchaser’s annual gross income or net worth is more than $1 million ($1,000,000).