ENROLLED
2016 Regular Session
HOUSE BILL NO. 521
BY REPRESENTATIVE CARMODY
1 AN ACT
2 To amend and reenact R.S. 51:705(H)(1)(introductory paragraph) and
3 709(5)(a)(introductory paragraph) and (ii) and (b) and (10), relative to Louisiana
4 Securities Law and the registration of securities; to maintain registration of securities
5 under Tier 1 of Regulation A of the Federal Securities Act of 1933; to provide a
6 notice filing requirement for securities under Tier 2 of Regulation A of the Federal
7 Securities Act of 1933; to provide an updated statutory reference; to provide a
8 limited exemption for an issuer to determine the level of interest in securities to be
9 issued under Tier 1 of Regulation A of the Federal Securities Act of 1933; and to
10 provide for related matters.
11 Be it enacted by the Legislature of Louisiana:
12 Section 1. R.S. 51:705(H)(1)(introductory paragraph) and 709(5)(a)(introductory
13 paragraph) and (ii) and (b) and (10) are hereby amended and reenacted to read as follows:
14 §705. Registration of Securities; when and how required; delivery of prospectus
15 * * *
16 H. Registration of TIER 1 Regulation A Securities. (1) Any security that
17 qualifies under Tier 1 of Regulation A adopted under pursuant to Section 3(b) of the
18 Federal Securities Act of 1933, as now or hereafter amended, may be registered
19 under the terms and conditions provided in this Subsection by filing all of the
20 following:
21 * * *
22 §709. Exempt transactions
23 Except as expressly provided in this Section, R.S. 51:703 shall not apply to
24 any offer or sale of a security in connection with any transaction described in
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1 Paragraph (1), (2), (6), (7), (8), (9), (11), (12), (13), or (17) of this Section, and R.S.
2 51:705 shall not apply to any offer or sale of or subscription for any security in
3 connection with any of the following transactions:
4 * * *
5 (5)(a) Any transaction in securities pursuant to a registration statement
6 effective under the Securities Act of 1933, as now or hereafter amended, or of
7 securities exempt from the registration requirements of such Act pursuant to Tier 2
8 of Regulation A, B, E, or F adopted under Section 3(b) or 3(c), thereof or pursuant
9 to any other exemption under such sections which the commissioner has, by rule or
10 regulation, approved, but only during the continuance of such exemption, provided
11 that the commissioner has received prior to such sale:
12 * * *
13 (ii) A copy of the initial registration statement, excluding exhibits, or the
14 notification on Uniform Notice of Regulation A - Tier 2 Offerings, Form 1-B, 1-E,
15 or 1-F, or any form substituted form therefor, and related offering circular or offering
16 sheet, but excluding other exhibits, filed with the Securities and Exchange
17 Commission or, in the case of an exemption under Section 3(b) or 3(c) of such
18 Securities Act of 1933 which has been approved by the commissioner under this
19 Paragraph, copies of such information or documents as the commissioner may, by
20 rule or regulation, require.
21 * * *
22 (b) The commissioner, after receiving the items called for by Subparagraphs
23 Items (a)(i) through (iv) of this Paragraph, shall issue a written and dated receipt
24 therefor to the person which executed the notice of intention to sell. In the event any
25 offer is to be made pursuant to this exemption more than twelve months after the
26 date on which the commissioner issues his receipt under this Paragraph, then it shall
27 be necessary for the issuer to file with the commissioner a copy of the prospectus
28 which the issuer is currently utilizing for the purpose of making such offer and a
29 renewal fee as provided in R.S. 51:709(5)(c) R.S. 51:706(H). After receiving such
30 prospectus and fee, the commissioner shall issue a written and dated receipt therefor.
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1 The issuer shall be required to comply with these renewal requirements every twelve
2 months so long as the offering shall continue in this state. The issuance by the
3 commissioner of any receipt called for by this Paragraph shall not be a condition to
4 the effectiveness of the exemption provided hereby within the provisions of this
5 Paragraph.
6 * * *
7 (10)(a) Any offer, but not a sale, of a security for which a registration
8 statement has been filed under the Securities Act of 1933, as now or hereafter
9 amended, if no stop order or refusal order is in effect and no public proceeding or
10 examination looking toward such an order is pending under such act.
11 (b) Any offer, but not a sale, of a Tier 1 Regulation A security under Section
12 3(b)(2) of the Securities Act of 1933, where the issuer intends to register the security
13 in multiple states using a coordinated review for these offerings, and conducts its
14 offering in compliance with federal Regulation A as promulgated by the Securities
15 and Exchange Commission.
16 Section 2. This Act shall become effective upon signature by the governor or, if not
17 signed by the governor, upon expiration of the time for bills to become law without signature
18 by the governor, as proved by Article III, Section 18 of the Constitution of Louisiana. If
19 vetoed by the governor and subsequently approved by the legislature, this Act shall become
20 effective on the day following such approval.
SPEAKER OF THE HOUSE OF REPRESENTATIVES
PRESIDENT OF THE SENATE
GOVERNOR OF THE STATE OF LOUISIANA
APPROVED:
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