Limited Offering Exemption

PURPOSE: This rule prescribes the meaning of terms and conditions used in the transactional exemption of section 409.2-202(14) under the Missouri Securities Act of 2003. (1) In determining the number of purchasers under section 409.2-202(14)(A), RSMo, purchasers shall include as many persons as there are record and beneficial owners of equity interests in any corporation, partnership, association, joint stock company, trust, limited liability company or unincorporated organization or other entity organized for the purpose of owning those securities of the issuer or which is merely a medium through or by which an individual invests or trades in securities and where that entity has no other substantial business. A tenancy by the entirety is one (1) person. (2) General solicitation under section 409.2-202(14)(B), RSMo does not include an offer to sell or sale of securities where the offeror or the seller is the issuer or an agent of the issuer and the offeror or seller has a familial or substantive preexisting relationship with the offeree or purchaser. AUTHORITY: sections 409.2-202(14) and 409.6-605, RSMo Supp. 2003.* 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. Emergency rescission and rule filed Aug. 26, 2003, effective Sept. 12, 2003, expired March 9, 2004. Rescinded and readopted: Filed Aug. 27, 2003, effective Feb. 29, 2004. *Original authority: 404.2-202, RSMo 2003; 409.6-605, RSMo 2003.