ARIZONA HOUSE OF REPRESENTATIVES Fifty-fourth Legislature Second Regular Session
	Senate: COM DP 8-0-0-0 ׀ 3^rd Read 18-12-0-0

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SB 1229: securities; exempt transactions.

Sponsor:  Senator Pace, LD 25

Committee on Commerce

Overview

Exempts certain security transactions from registration and filing requirements.  

History

The registration, offering and sale of securities in the state of Arizona are regulated by the Arizona Corporation Commission under the Arizona Securities Act, which protects state residents from the fraudulent offering of securities in accordance with rules set forth by the United States Securities and Exchange Commission (SEC) and applicable state laws.

Offer to sell or offer for sale is defined as an attempt or offer to dispose of, or solicitation of an order or offer to buy, a security or interest in a security for value or any sale or offer for sale of a warrant or right to subscribe to another security of the same issuer or of another issuer.  Any sale or offer for sale of a security that gives the holder thereof a present or future right or privilege to convert such security into another security of the same issuer or of another issuer shall be deemed an offer to sell the security to be acquired pursuant to such right or privilege, but the existence thereof shall not be construed as affecting the registration or exemption under this chapter of the security to which it attaches. (A.R.S. § 44-1801)

In accordance with Federal law, a public offer or sale of eligible securities are exempt from registration requirements by the SEC and the Securities Act of 1933 in which the sum of the aggregate offering price and aggregate sales does not exceed $50,000,000, including not more than $15,000,000 offered by all selling securityholders that are affiliates of the issuer. Additionally, certain restrictions apply to unaccredited investor are subject to a cap of 10% of the purchaser's annual income or net worth or 10% of the purchaser's revenue or net assets. (17 CFR §§ 230.251-20.263)

Provisions

1. Exempts security transactions made by an issuer and outlined entities of the issuer who offer or sell securities of the issuer pursuant to Federal law from certain registration and filing requirements.

a) Limits the transaction to an aggregate offering price and sale of $50,000,000 including no more than $15,000,000 offered by all selling securityholders that are affiliated with the issuer. (Sec. 1)

2. Makes technical changes. (Sec. 1)

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6.                   SB 1229

7. Initials PRB/MCL  Page 0 Commerce

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