Securities Exemptions and Notifications

Regulation D Rule 506 filing requirements

Pursuant to Section 30-14-302(c) and Rule 53.02 of the Idaho Uniform Securities Act (2004)

To qualify for exemption under this section, offers and sales must satisfy the terms and conditions of a Regulation D (of the Securities Act of 1933) filing pursuant to Rule 501-Rule 508 as applicable. Click here to review Regulation D statute.

Initial Filing Requirements

The Idaho Department of Finance, Securities Bureau now permits issuers offering a security pursuant to Regulation D, Rule 506 to file the notice via the Electronic Filing Depository (“EFD”) by providing all required information as prescribed by EFD and the fee in a manner prescribed by EFD. To register and obtain more information about EFD, visit www.nasaaefd.org

Alternative Direct Filing to the Department

• $50 filing fee (payable to Idaho Department of Finance)
• Cover letter which states the date of first sale of securities in Idaho
• All documents are required to be filed no later than 15 days after the first sale of securities in Idaho
• If filing a multi-issuer Form D, a separate $50 filing fee and Form D is required for each issuer
• Mail to:
  Idaho Department of Finance
  Securities Bureau
  P.O. Box 83720
  Boise, ID 83720-0031

Note: An Agent of Issuer filing is required if a compensated agent is not an Idaho registered broker-dealer.

Subsequent Filing Requirements

• There is no renewal
• Amended Form D for issuer name change or address change
• Material changes to the signature and submission page of Form D

Regulation A – Tier 2 filing requirements

Pursuant to Section 30-14-302(c) of the Idaho Uniform Securities Act (2004)

To qualify for exemption under this section, offers and sales must satisfy the terms and conditions of the Regulation A – Tier 2 offerings made pursuant to the Securities Act of 1933. Click here to review the Regulation A statute.

Initial Filing Requirements

• $50 filing fee (payable to Idaho Department of Finance);
• Uniform Notice Filing of Regulation A – Tier 2 Offering form
• All documents are required to be filed prior to the offer or sale of securities in Idaho.
• Submit via the EFD system, or mail to:
  Idaho Department of Finance
  Securities Bureau
  P.O. Box 83720
  Boise, ID 83720-0031

Note: An Agent of Issuer filing is required if a compensated agent is not an Idaho registered broker-dealer.

Subsequent Filing Requirements

• Annual renewal
  • $50 filing fee (payable to Idaho Department of Finance);
  • Uniform Notice Filing of Regulation A – Tier 2 Offering form marked “Renewal”
• Amendments for increase of offering amount
  • $50 filing fee (payable to Idaho Department of Finance); and
  • Uniform Notice Filing of Regulation A – Tier 2 Offering form marked “Amendment”

Exempt Securities Pursuant to Section 30-14-201(7) of the Idaho Uniform Securities Act (2004)

Sections 30-14-301 through 30-14-306 and Section 30-14-504, Idaho Code, shall not apply to:

30-14-201(7): a security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(b) of the investment company act of 1940 (15 U.S.C. 80a-3(c)(10)(B)); except that with respect to the offer or sale of a note, bond, debenture or other evidence of indebtedness issued by such a person, a rule may be adopted under this chapter limiting the availability of this exemption by classifying securities, persons and transactions, imposing different requirements for different classes, specifying with respect to paragraph (b) of this subsection the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:

1. To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the administrator does not disallow the exemption within the period established by the rule;
2. To file a request for exemption authorization for which a rule under this chapter may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with section 30-14-611, Idaho Code, and grounds for denial or suspension of the exemption; or
3. To register under section 30-14-304, Idaho Code.

Filing Requirements [Rule 54 pursuant to the Idaho Uniform Securities Act (2004)]

Please submit the following:

• Cover-letter identifying:
  • the exemption being claimed;
  • the identity of the issuer;
  • the amount and type of securities to be sold pursuant to the exemption;
  • a description of the use of offering proceeds;
  • the person(s) by whom offers and sales will be made.
• Consent to Service of Process (Form U-2). PDF
• Offering Statement if any.
• Copies of any advertising materials.
• Filing must be received (30) days prior to the first offer or sale to be made pursuant to this claim.
• Address: Idaho Department of Finance
  PO Box 83720
  Boise, ID 83720-0031
• Note: An Agent of Issuer filing is required if a compensated agent is not an Idaho registered broker-dealer.

Claim of Exemption Pursuant to Section 30-14-201(10) of the Idaho Uniform Securities Act (2004)

Sections 30-14-301 through 30-14-306 and Section 30-14-504, Idaho Code, shall not apply to:

30-14-201(10): any security issued by a domestic or foreign corporation, partnership, trust or association engaged in actual mining operations or the exploration and development of mining properties in this state, whether or not sold through a broker-dealer, provided the following conditions are met:

1. The term “actual mining operations” within the meaning of this subsection does not include the development or production of gas or oil;
2. The total amount of the securities to be offered and sold does not exceed five hundred thousand dollars ($500,000) in any twelve (12) month period;
3. All sales brochures, pamphlets, advertisements and literature are filed with the director prior to being used;
4. At least eighty percent (80%) of the gross amount paid by the purchasers of the securities is used in actual mining operations or for actual exploration and development expenses, including legal, accounting, engineering and geological expenses; and
5. The issuer shall file a report in a form prescribed by the director and at such times that the director by rule may provide, not to exceed once every three (3) months, stating the number of shares or amount of other securities sold, the number of purchasers, the amount of money obtained by the issuer from the sales, and the manner in which the moneys have been expended.

Filing Requirements [Rule 57 pursuant to the Idaho Uniform Securities Act (2004)]

Please submit the following:

• Cover-letter identifying the exemption being claimed, and the identity of the issuer.
• A legal opinion in accordance with Rule 57.
• Copy of offering materials.
• Copies of any advertising materials.
• Address: Idaho Department of Finance
  PO Box 83720
  Boise, ID 83720-0031
• Quarterly Report Form for Small Mining Issues.
• Note: An Agent of Issuer filing is required if a compensated agent is not an Idaho registered broker-dealer.