Securities Lawyer's Deskbook
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General Rules and Regulations
under the
Securities Act of 1933

Rule 252 -- Offering Statement

  1. Documents to be included. The offering statement consists of the facing sheet of Form 1-A , the contents required by the form and any other material information necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.

  2. Paper, printing, language and pagination. The requirements for offering statements are the same as those specified in Rule 403 for registration statements under the Act.

  3. Confidential treatment. A request for confidential treatment may be made under Rule 406 for information required to be filed, and 17 CFR 200.83 for information not required to be filed.

  4. Signatures. The issuer, its Chief Executive Officer, Chief Financial Officer, a majority of the members of its board of directors or other governing body, and each selling security holder shall sign the offering statement. If a signature is by a person on behalf of any other person, evidence of authority to sign shall be filed, except where an executive officer signs for the issuer. If the issuer is Canadian, its authorized representative in the United States shall sign. If the issuer is a limited partnership, a majority of the board of directors of any corporate general partner also shall sign.

  5. Number of copies and where to file. Seven copies of the offering statement, at least one of which is manually signed, shall be filed with the Commission's main office in Washington, DC.

  6. [Removed and reserved in Release No. 33-7331, effective October 7, 1996, 61 F.R. 49957.]

  7. Qualification.
    1. If there is no delaying notation as permitted by paragraph (g)(2) of this section or suspension proceeding under Rule 258, an offering statement is qualified without Commission action on the 20th calendar day after its filing.

    2. An offering statement containing the following notation can be qualified only by order of the Commission, unless such notation is removed prior to Commission action as described in paragraph (g)(3) of this section:

      This offering statement shall only be qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

    3. The delaying notation specified in paragraph (g)(2) of this section can be removed only by an amendment to the offering statement that contains the following language:

      This offering statement shall become qualified on the 20th calendar day following the filing of this amendment.

  8. Amendments.

    1. If any information in the offering statement is amended, an amendment, signed in the same manner as the initial filing, shall be filed. Seven copies of every amendment shall be filed with the Commission's main office in Washington, D.C. Subsequent amendments to an offering shall recommence the time period for qualification.

    2. An amendment to include a delaying notation pursuant to paragraph (g)(2) or to remove one pursuant to paragraph (g)(3) of this section after the initial filing of an offering statement may be made by telegram, letter or facsimile transmission. Each such telegraphic amendment shall be confirmed in writing within a reasonable time by filing a signed copy. Such confirmation shall not be deemed an amendment.

Regulatory History

57 FR 36468, Aug. 13, 1992, as amended at 58 FR 65542, Dec. 15, 1993; 61 FR 30397, 30401, June 14, 1996; 61 FR 49957, 49959, Sept. 24, 1996; 61 FR 67200, 67202, Dec. 20, 1996;71 FR 7677, Feb. 14, 2006

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