Rule 147 Intrastate Offerings

SEC Guidance on Rule 147

Rule 147 under the Securities Act (Rule 147) provides a safe
harbor for offerings conducted in compliance with the
requirements of Section 3(a)(11). Known as the Intrastate
Exemption.
Rule 147 requires that the issuer be a resident of, and do
business in, the same state in which all offers and sales of
securities are made. Additionally, the securities offering may
not be offered or sold to any person who is not a resident of
such state.

General Solicitation &

Advertising In Rule 147
Intrastate Offerings
Rule 147 does not prohibit an issuer from using general
advertising or general solicitation in their securities offering;
however, any general solicitation or advertising must consistent
with Rule 147s requirement that offers be made only to persons
who reside in the state or territory of where the issuer is
domiciled and conducts its business.

The Use of Issuer Websites to

Offer Securities In Rule 147
Issuers generally communicate through their company websites
and social media in a broad and indiscriminate manner to the
general public. While the specific facts and circumstances of the
particular offering would determine if a communication is an offer of
securities, the SEC has stated that using an established internet
presence to disseminate information about a specific offering would
likely involve offers to residents outside the state in which the
issuer is domiciled and conducts business.

Internet Portals In Rule 147

Offerings
An issuer claiming an exemption from the registration statement
requirements in reliance upon Rule 147 may use an internet portal to
promote its offering to residents of a single state in accordance with a
state statute or regulation intended to enable crowdfunding within that
state if the portal implements safeguards to ensure that offers of securities
are made only to persons residing in the relevant state.
These safeguards must include, at a minimum:

Disclaimers and restrictive legends setting forth that the offering is

limited to residents of the relevant state under applicable law; and

Limiting access to the offering information to persons who confirm they

are residents of the relevant state.

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