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

Rule 255 -- Preliminary Offering Circulars

  1. Prior to qualification of the required offering statement, but after its filing, a written offer of securities may be made if it meets the following requirements:

    1. The outside front cover page of the material bears the caption "Preliminary Offering Circular," the date of issuance, and the following statement, which shall run along the left hand margin of the page and be printed perpendicular to the text, in boldfaced type at least as large as that used generally in the body of such offering circular:

      An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

      Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an offering circular which is not designated as a Preliminary Offering Circular is delivered and the offering statement filed with the Commission becomes qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state.

    2. The Preliminary Offering Circular contains substantially the information required in an offering circular by Form 1-A, except that information with respect to offering price, underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices, or other matters dependent upon the offering price may be omitted. The outside front cover page of the Preliminary Offering Circular shall include a bona fide estimate of the range of the maximum offering price and maximum number of shares or other units of securities to be offered or a bona fide estimate of the principal amount of debt securities to be offered.

    3. The material is filed as a part of the offering statement.

  2. If a Preliminary Offering Circular is inaccurate or inadequate in any material respect, a revised Preliminary Offering Circular or a complete Offering Circular shall be furnished to all persons to whom securities are to be sold at least 48 hours prior to the mailing of any confirmation of sale to such persons, or shall be sent to such persons under such circumstances that it would normally be received by them 48 hours prior to receipt of confirmation of the sale.

Regulatory History

57 FR 36468, Aug. 13, 1992; 61 FR 67200, 67202, Dec. 20, 1996

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