Regulation A

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Regulation A

This site is dedicated to the entrepreneur -- whether high school student or senior citizen -- who has a fledgling business in need of a boost; garage capital has made every effort to keep these pages current and correct, but cannot warranty them for correctness or suitability to the viewer's circumstances; securities lawyer comments welcome...

$5,000,000 limit, simple accounting without auditing, and something like thirty years of use with thousands of happy customers.

This is a fun form. It has been recently altered to allow applicants to use the "Regulation S-B" questions. This has two lovely by-products: the "S-B" questions are apparently even clearer than the Regulation A questions, and if the Scope of the project or the offering expands, Regulation S-B questions used with Form SB-2 allow for raising any amount of money.

Here is a copy of the descriptive booklet about Regulation A -- Regulation A . And here is the accompanying questionnaire form -- Form 1-A .

Another form that is used with Regulation A is Form 2-A . There is no filing fee for this form.

It is my understanding that according to Regulation S-T , Regulation A and Regulation D documents do not have to be submitted on diskette. Paper copies are required, and the EDGAR enrollment process is completely unnecessary.*

There is also a form for registering exempt stock in California, known as form 25102(f), which until June 30, 2000 does not require a fee. It is my understanding that this form is used to register Regulation A in California. It is the same form used to register Regulation D or ULOR/U-&/SCOR offerings. 25102(f) may be ordered by phone or downloaded in Adobe Acrobat format from http://www.corp.ca.gov . Click on "Department Forms."

Elsewhere, I go into some discussion about the "Prohibition on Advertizing" that is the case in most states, and which prevents the "testing the waters" provision of the federal law from being applied in these states. This disGcussion also touches on the kinds of communications which are allowed.

Since the Regulation S-B questionnaire is invited for use instead of the original Regulation A questionnaire, it is provided here: Regulation S-B .

This is the Securities and Exchange Commission link to obtain these forms directly: http://www.sec.gov/smbus/forms/formssb.htm

*For those who are interested in electronic filing nevertheless: the Securities and Exchange Commission has mandated the use of "electronic filing," of quarterly and annual reports, and forms like Form SB-1 in HTML form, but, at this writing, has not transitioned to e-mail. If one chose to file a "Regulation S-B" or other mandated form, one would first file a Form ID on paper to obtain permission to send a 3" diskette, and then the SEC would send one contact codes and passwords, etc. The diskette containing the Regulation S-B or Form 10KSB would include a "transmittal" form called Form ET , but the only "transmittal" is currently by mail. The many particulars of the new system -- which does not seem very difficult at all, and appears to be primarily aimed at reducing paper storage and waste -- are described in the somewhat lengthy Regulation S-T .

8 Garage Capital 1999