SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A

The Securities and Exchange Commission adopted final rules to allow reporting companies to rely on the Regulation A exemption from registration for their securities offerings.  

"Regulation A provides an exemption from registration under the Securities Act for offerings of securities up to $50 million in a 12-month period," said Chairman Jay Clayton. "The amended rules will provide reporting companies additional flexibility when raising capital."

The amendments, mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act, will enable companies that are subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 to use Regulation A. The amendments also permit such reporting companies to meet their Regulation A ongoing reporting obligations through their Exchange Act reports. 

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FACT SHEET
Amendments to Regulation A
Dec. 19, 2018

Action

Regulation A provides an exemption from registration under the Securities Act of 1933 for offerings of securities up to $50 million in a 12-month period.  Currently, Regulation A is not available to companies that are Exchange Act reporting companies. The Economic Growth, Regulatory Relief, and Consumer Protection Act, enacted earlier this year, required the Commission to revise Regulation A to allow reporting companies to use the exemption.  

The final rules amend Securities Act Rule 251 to permit companies subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act to use Regulation A. The final rules also revise Securities Act Rule 257 to provide that companies that meet the reporting requirements of the Exchange Act will be deemed to have met the reporting requirements of Regulation A. 

In connection with these amendments, the Commission also made other conforming changes to Regulation A and Form 1-A.  

What’s Next?

The amendments to Regulation A will become effective upon publication in the Federal Register.