Compliance responsibilities after you are publicly traded
As a public company you are now responsible for complying with a whole new set of rules and regulations.
As a public company you need to:
1. Prepare quarterly unaudited financial reports (with auditor’s review only) and certification letters
2. Prepare annual audited financial reports with auditor’s review and certification letters
3. Disclose all material events to the U.S. Securities and Exchange Commission
4. Disclose all changes in the securities owned by officers, directors and other insiders
First Dominion Financial, Ltd. is a full-service company. First Dominion has assembled a professional team, who are experts in their field, to prepare the necessary documents for your public company’s compliance. We also offer EDGAR formatting and filing services of each SEC document in-house.
Comparative Table
Regarding Private and Limited Offering Regulation D
|
Rule 504 |
Rule 505 |
Rule 506 |
Private Placement See 4(6) |
Intrastate Offerings Rule 147 |
Unregistered Public Offerings Regulation A |
Small Business Issuers Registration Form S1 |
||
|
Dollar limit |
$1 million in any 12 month period |
$5 million in any 12 month period |
None |
$5 million |
None |
$5 million in any 12 month period |
$10 million in any 12 month period |
|
|
Limit on # of purchasers |
No |
35 nonaccredited, unlimited accredited |
35 non-accredited,1 unlimited accredited |
No |
No |
No |
No |
|
|
Qualification for purchasers |
No |
No |
Nonaccredited must be sophisticated 1 |
All must be accredited |
All must be registrants of a single state |
No |
No |
|
|
Qualification of Issuers |
Not available for investment companies, blank check companies, or reporting companies |
Not available for investment companies or those disqualified by “bad boy” provisions |
No |
No |
Must be resident and do business in same state as purchasers |
Available for U.S. and Canadian companies only; Not available for reporting companies, blank check companies, investment companies, sale of oil and gas or mineral rights, or those disqualified by “bad boy” provisions |
Available for U.S. and Canadian companies with revenue and public float of less than $25 million; Not available for investment companies or subsidiaries whose parent is not qualified to use the form |
|
|
Disclosure re-quirements |
Not specified |
Only if one or more nonaccredited purchasers |
Only if one or more nonaccredited purchasers |
Not specified |
Not specified |
Yes |
Yes |
|
|
Financial statements requirements |
Not specified |
Period varies for audited statements |
Period varies for audited statements |
Not specified |
Not specified |
Two years of unaudited statements |
Two years of audited statements |
|
|
General solicitation and advertising prohibited |
No |
Yes |
Yes |
Yes |
No |
No |
No |
|
|
Resale restrictions |
No |
Yes |
Yes |
Yes |
Yes |
Yes3 |
No |
- Each nonaccredited investor (or its representative) must have knowledge and experience in financial and business matters and be capable of evaluating the merits and risks of the prospective investment.
- The $5 million limit includes up to $1.5 million for resale of securities by selling shareholders.