Foreign Issuers Raising Capital
CAN FOREIGN ISSUERS USE REG D, REG CF AND REG A TO RAISE CAPITAL IN THE US?
Jul 07, 2021
Many foreign issuers are not familiar with the regulations imposed by U.S. securities laws. As such, foreign private issuers must take significant precautions when offering and selling securities pursuant to an exemption from registration, to ensure compliance with state and federal securities laws.
Foreign private issuers may make private offerings of securities by relying on exemptions from the registration requirements of the Securities Act. Foreign issuers can rely upon the exemptions provided by Regulation D of the Securities Act, as well as Regulation S.
Reg D and Reg S
Regulation S provides a securities exemption for offers and sales of securities that occur outside the U.S.
Regulation S like Regulation D sets forth a non-exclusive safe harbor for extraterritorial offers, sales, and resales of securities in Rules 903 and 904 under the Securities Act.
Securities may also be offered and sold outside the U.S. pursuant to Regulation S at the same time as those offered and sold pursuant to Regulation D.
Under Private Placement Rule 506(c) companies or funds can raise an unlimited amount of money from accredited investors only. Unlike 506(b), this exemption allows you to generally solicit to the public but it also required you to take reasonable steps to verify and confirm the accredited status of the investors. This could include having the investors sign an attestation, reviewing tax or income documents, etc.
Under 506(c) you will also have to file a FORM D and comply with any state Blue-Sky laws for notifying the states your investors reside in of your fundraising activities. For either rule, the FORM D’s must be filed within 15 days after the first sale of a security.
Regulation Crowdfunding or Reg CF
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 million from both accredited and non-accredited investors.
Reg CF Rule 100(b) says Reg CF may not be used by any issuer that “is not organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.”
Key takeaways:
Reg A+
Regulation A+ (also known as Title IV of The JOBS Act or Reg A+) allows companies to raise up to $75 million from both accredited investors and the general public.
Rule 251(b)(1) says Regulation A can only be used by “an entity organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia, with its principal place of business in the United States or Canada.”
Key takeaways
Capital Engine® Marketplace
Our online marketplace is filling a massive gap in the US market in funding private capital markets and alternative investments: Reg D 506c and Reg S (International) based real estate, venture capital, healthcare, renewable energy and social impact projects.
Looking to raise capital in the US using one of the above exemptions — contact us at invest@capitalengine.io or Get a Demo
Enquire about our July promo: $1,500 listing fee / month* and waiving our $2,000 setup and launch fee. There are no other contingency based fees or commissions.
A Reg D filing is a prerequisite for listing on the Capital Engine® marketplace — if your legal counsel hasn’t done this yet, we can assist for $2,000.
Any regulatory, offering/legal documents, legal counsel, accounting, due diligence and 3rd party services that you may require for your offering not included in promo.
* Flat fee per month (minimum 3 months). Reg D filing is a prerequisite for listing on the Capital Engine® marketplace. Capital Engine® is not licensed by or registered with the U.S. Securities and Exchange Commission, FINRA, or any other financial services regulator. Specifically, Capital Engine® is not a FINRA registered Broker Dealer and does not offer or sell securities, or engage in any other Broker Dealer activity.
Foreign private issuers may make private offerings of securities by relying on exemptions from the registration requirements of the Securities Act. Foreign issuers can rely upon the exemptions provided by Regulation D of the Securities Act, as well as Regulation S.
Reg D and Reg S
Regulation S provides a securities exemption for offers and sales of securities that occur outside the U.S.
Regulation S like Regulation D sets forth a non-exclusive safe harbor for extraterritorial offers, sales, and resales of securities in Rules 903 and 904 under the Securities Act.
Securities may also be offered and sold outside the U.S. pursuant to Regulation S at the same time as those offered and sold pursuant to Regulation D.
Under Private Placement Rule 506(c) companies or funds can raise an unlimited amount of money from accredited investors only. Unlike 506(b), this exemption allows you to generally solicit to the public but it also required you to take reasonable steps to verify and confirm the accredited status of the investors. This could include having the investors sign an attestation, reviewing tax or income documents, etc.
Under 506(c) you will also have to file a FORM D and comply with any state Blue-Sky laws for notifying the states your investors reside in of your fundraising activities. For either rule, the FORM D’s must be filed within 15 days after the first sale of a security.
Regulation Crowdfunding or Reg CF
Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 million from both accredited and non-accredited investors.
Reg CF Rule 100(b) says Reg CF may not be used by any issuer that “is not organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.”
Key takeaways:
- Must be incorporated in the US
- Primary place of business must be in the US or Canada
Reg A+
Regulation A+ (also known as Title IV of The JOBS Act or Reg A+) allows companies to raise up to $75 million from both accredited investors and the general public.
Rule 251(b)(1) says Regulation A can only be used by “an entity organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia, with its principal place of business in the United States or Canada.”
Key takeaways
- Must be incorporated in US or Canada
- Primary place of business must be in the US or Canada
Capital Engine® Marketplace
Our online marketplace is filling a massive gap in the US market in funding private capital markets and alternative investments: Reg D 506c and Reg S (International) based real estate, venture capital, healthcare, renewable energy and social impact projects.
Looking to raise capital in the US using one of the above exemptions — contact us at invest@capitalengine.io or Get a Demo
Enquire about our July promo: $1,500 listing fee / month* and waiving our $2,000 setup and launch fee. There are no other contingency based fees or commissions.
A Reg D filing is a prerequisite for listing on the Capital Engine® marketplace — if your legal counsel hasn’t done this yet, we can assist for $2,000.
Any regulatory, offering/legal documents, legal counsel, accounting, due diligence and 3rd party services that you may require for your offering not included in promo.
* Flat fee per month (minimum 3 months). Reg D filing is a prerequisite for listing on the Capital Engine® marketplace. Capital Engine® is not licensed by or registered with the U.S. Securities and Exchange Commission, FINRA, or any other financial services regulator. Specifically, Capital Engine® is not a FINRA registered Broker Dealer and does not offer or sell securities, or engage in any other Broker Dealer activity.
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