General

PURPOSE: This rule prescribes general policies and procedures applicable to exemptions from the registration of securities. (1) The commissioner may render interpretative opinions upon the request of applicants with respect to the availability of any exemption (section 409.6-605(d) of the Missouri Securities Act of 2003 (the Act)). For fees, see 15 CSR 30-50.030. The opinions of the commissioner do not constitute any approval of the securities or transactions concerned and it is unlawful for an applicant to represent to any prospective purchaser, customer, or client that the commissioner has announced approval (section 409.5-506, RSMo). (2) The burden of proof that the offer and sale of large blocks of securities by any person or of any securities by controlling persons (15 CSR 30-50.010(1)(I)) is not directly or indirectly for the benefit of the issuer and therefore eligible for the nonissuer exemptions of section 409.2-202 of the Act, is upon the person claiming the exemption (section 409.5-503, RSMo). For purposes of this rule, sales of securities in accordance with rule 144 or any similar rule promulgated under the Securities Act of 1933 are deemed to be not directly or indirectly for the benefit of the issuer. (3) All issuers who effect sales of securities pursuant to the exemptions specified in sections 409.2-201(7) and 409.2-203, RSMo, shall preserve the following records during the period of six (6) years following the completion of the sales: (A) A copy of the application for the exemption and all exhibits to the application; (B) A copy of all literature by which the issuer made disclosure to offerees of the offers for sale; (C) Original copies of all communications received and copies of all communications sent by the issuer pertaining to the offer, sale, and transfer of the securities, including purchase agreements and confirmations; and (D) A list of the names and addresses of all persons to whom the securities were sold, the type and amount of securities sold to each, the consideration paid or promised by each, the method of payment, for example, cash, check, property, services, note, and the name of each person(s) who represented the issuer in effecting each sale. AUTHORITY: sections 409.2-202, 409.2-203, 409.5-503, and 409.6605, RSMo Supp. 2013.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed March 21, 1974, effective April 1, 1974. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. Amended: Filed Dec. 19, 1975, effective Dec. 31, 1975. Amended: Filed Feb. 18, 2003, effective Aug. 30, 2003. Emergency amendment filed Aug. 26, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 26, 2003, effective Feb. 29, 2004. Amended: Filed Dec. 3, 2013, effective July 30, 2014. *Original authority: 409.2-202, RSMo 2003; 409.2-203, RSMo 2003; 409.5-503, RSMo 2003; 409.6-605, RSMo 2003.