Registration

Regulation D Filings

As of July 1, 2017, Form D filings for Rule 506 offerings must be submitted through the Electronic Filing Depository (“EFD”), a web based system that allows you to submit notice filings and pay the associated filing fee electronically.  Information regarding the EFD can be found at https://www.efdnasaa.org/.

The order requiring electronic filings can be found here: Reg D E-File Order

For more information on filing requirements for Regulation D Rules 504 and 506, please click here:

Regulation A Tier 2 Notice Filings

An issuer conducting a Regulation A Tier 2 offering shall submit the following at least 21 calendar days prior to the initial sale in this state:

  • A completed Uniform Notice of Regulation A – Tier 2 Offering filing form, or copies of all documents filed with the SEC;
  • A consent to service of process on Form U-2 if not filing the Uniform Notice; and
  • A non-refundable fee of $500.

Notice filings are effective for twelve months from the date of the filing.  To renew, an issuer must submit the following on or before the expiration of the notice filing:

  • The Uniform Notice of Regulation A – Tier 2 Offering filing form marked “renewal” and/or a cover letter requesting renewal; and
  • A non-refundable fee of $500.

Uniform Notice of Regulation A Tier 2 

Regulation A Tier 2 Notice Filing Order

Intrastate Offering Exemption (Crowdfunding)

The Intrastate Offering Exemption is a new exemption from state registration requirements for issuers who are formed and based in South Carolina, and who solicit and sell securities only to South Carolina residents.  Similar to donation based crowdfunding, where a person or business collects donations to fund projects, equity crowdfunding is a way for businesses to raise capital by accepting small investments from a large number of people.  In other words, the “crowd” helps to fund the business.

Any single purchaser may invest a maximum of $5,000 in a single offering under this exemption, unless the purchaser is an Accredited Investor.  A business may raise up to $1 million annually under this exemption.  For more information, please see the links below.

  1. South Carolina Intrastate Offerings Exemption Rule (Rule 13-206)
  2. Intrastate Notice Filing Form
  3. NASAA Intrastate Crowdfunding Resource Center

Registration of Stockbrokers

The investing public of South Carolina has the right to know that stock brokerage firms and individuals with whom they do business have been screened and are qualified to effect securities transactions.

All individual brokers-dealers and brokerage firms that do business in South Carolina must register with the Securities Division. This office licenses and regulates the conduct of brokerage firms and their agents. In addition, the Securities Division has access to a nationwide database of brokers and brokerage firms through the Financial Industry Regulatory Authority Dealers (FINRA) and can quickly find registration status of brokers anywhere in the United States.

To find out if a firm or individual is registered or is the subject of reportable complaints, contact the Securities Division at 803-734-9916.

Broker-Dealer Instructions Check List

Registration of Investment Advisors

Investment advisers, financial planners and their representatives doing business in South Carolina must register with the Securities Division, except as exempted by the National Securities Market Improvement Act of 1996.

The term “investment adviser” includes financial planners and firms or individuals that advertise, hold themselves out as or otherwise act as investment advisers or financial planners. To find out if an investment adviser or financial planner is registered in South Carolina or is the subject of reportable complaints, contact the Securities Division at 803-734-9916.

Investment Advisor Instructions/Check List

Registration of Securities

All securities offered for sale in South Carolina must be registered, unless the particular securities are exempt.

A security can be a stock, a bond or an option on futures. A security is any investment contract, transaction or scheme in which a person invests money in a common enterprise and is led to expect profits.

To find out if a security is registered in South Carolina or to learn more about exemptions from registrations, contact the Securities Division at 803-734-9916.

 

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Welcome to the on-line office for Attorney General Alan Wilson. Please visit the Contact Us page to stay in touch.

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Columbia, SC

Rembert Dennis Building | 1000 Assembly Street,

Room 519 | Columbia, S.C. 29201

Phone: 1-803-734-3970 | Fax: (803) 253-6283

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