{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-514.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-514.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-514.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-514.html"}],"law_id":81002,"edition_id":1,"section_id":81002,"structure_id":13759,"section_number":"13.1-514","catch_line":"Exemptions","history":"Code 1950, \u00a7 13-113; 1956, c. 428; 1966, c. 186; 1970, c. 286; 1972, c. 683; 1974, cc. 86, 830; 1975, cc. 75, 500; 1976, c. 656; 1977, c. 111; 1978, c. 397; 1981, cc. 347, 356, 362; 1982, c. 262; 1983, cc. 231, 516; 1984, cc. 298, 771; 1989, c. 388; 1990, c. 6; 1991, c. 223; 1993, c. 75; 1995, cc. 208, 213, 235; 1996, c. 16; 1997, cc. 279, 538; 1999, c. 92; 2001, c. 722; 2003, c. 595; 2007, c. 457; 2015, cc. 354, 400; 2016, c. 260; 2020, cc. 256, 279, 331.","full_text":"A\n\nThe following securities are exempted from the securities registration requirements of this chapter:1\n\nAny security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state or any agency or corporate or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing;2\n\nAny security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one or more of the foregoing or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by such issuer or guarantor;3\n\nAny security issued by and representing an interest in or a debt of, or guaranteed by, the International Bank for Reconstruction and Development, or any national bank, or any bank or trust company organized under the laws of any state or trust subsidiary organized under the provisions of Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2;4\n\nAny security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association or savings bank, or by any savings and loan association or savings bank which is organized under the laws of this Commonwealth;5\n\nAny security issued or guaranteed by an insurance company licensed to transact insurance business in this Commonwealth;6\n\nAny security issued by any credit union, industrial loan association or consumer finance company which is organized under the laws of this Commonwealth and is supervised and examined by the Commission;7\n\nAny security issued or guaranteed by any railroad, other common carrier or public service company supervised as to its rates and the issuance of its securities by a governmental authority of the United States, any state, Canada or any Canadian province;8\n\nAny security which is listed or approved for listing upon notice of issuance on the New York Stock Exchange or the American Stock Exchange or any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants admitted to trading in any of said exchanges; or any warrant or right to subscribe to any of the foregoing securities;9\n\nAny commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within nine months after the date of issuance, exclusive of days of grace, or any renewal thereof which is likewise limited, or any guaranty of such paper or of any such renewal;10\n\nAny security issued in connection with an employee’s stock purchase, savings, pension, profit-sharing or similar benefit plan. The Commission may by rule or order, as to any security issued pursuant to such plan, specify or designate persons eligible to participate in such plan;11\n\nAny security issued by a cooperative association organized as a corporation under the laws of this Commonwealth;12\n\nAny security listed on an exchange registered with the U.S. Securities and Exchange Commission or quoted on an automated quotation system operated by a national securities association registered with the U.S. Securities and Exchange Commission and approved by regulations of the State Corporation Commission;13\n\nAny security issued by any issuer organized under the laws of any foreign country and approved by rule or regulation of the Commission.B\n\nThe following transactions are exempted from the securities, broker-dealer and agent registration requirements of this chapter except as expressly provided in this subsection:1\n\nAny isolated transaction by the owner or pledgee of a security, whether effected through a broker-dealer or not, which is not directly or indirectly for the benefit of the issuer;2\n\nAny nonissuer distribution by a registered broker-dealer and its registered agent of a security that has been outstanding in the hands of the public for the past five years, if the issuer in each of the past three fiscal years has lawfully paid dividends on its common stock aggregating at least four percent of its current market price;3\n\nAny transaction by a registered broker-dealer and its registered agent pursuant to an unsolicited order or offer to buy;4\n\nAny transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust or by an agreement for the sale of real estate or chattels, if the entire indebtedness secured thereby is offered and sold as a unit;5\n\nAny transaction in his official capacity by a receiver, trustee in bankruptcy or other judicially appointed officer selling securities pursuant to court order;6\n\nAny offer or sale to a corporation, investment company or pension or profit-sharing trust or to a broker-dealer;7\n\na. Any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer if, after the sale, such issuer has not more than 35 security holders, and if its securities have not been offered to the general public by advertisement or solicitation; or\n\t\t\t\tb. To the extent the Commission by rule or order permits, any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer to not more than 35 persons in the Commonwealth during any period of 12 consecutive months, whether or not the issuer or any purchaser is then present in the Commonwealth, if the issuer or broker-dealer reasonably believes that all the purchasers in the Commonwealth are purchasing for investment, and if the securities have not been offered to the general public by advertisement or general solicitation. The Commission may, by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, increase or decrease the number of purchasers permitted, or waive the condition relating to their investment intent. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250.\n\t\t\t\tWith respect to this subdivision 7, and except to the extent the Commission by rule or order may otherwise permit, the number of security holders of an issuer or the number of purchasers from an issuer, as the case may be, shall not be deemed to include the security holders of any other corporation, partnership, limited liability company, unincorporated association or trust unless it was organized to raise capital for the issuer. Notwithstanding the provisions of subdivision 15, the merger or consolidation of corporations, partnerships, limited liability companies, unincorporated associations or other entities shall be a violation of this chapter if the surviving or new entity has more than 35 security holders or purchasers and all the securities of the parties thereto were issued under this exemption, unless all of the parties thereto have been engaged in transacting business for more than two years prior to the merger or consolidation;8\n\nAny transaction pursuant to an offer to existing security holders of the issuer including holders of transferable warrants issued to existing security holders and exercisable within 90 days of their issuance, if either (i) no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this Commonwealth or (ii) the issuer first notifies the Commission in writing of the terms of the offer and the Commission does not by order disallow the exemption within five full business days after the date of the receipt of the notice;9\n\nAny offer (but not a sale) of a security for which registration statements have been filed, but are not effective, under both this chapter and the Securities Act of 1933; but this exemption shall not apply while a stop order is in effect or, after notice to the issuer, while a proceeding or examination looking toward such an order is pending under either act;10\n\nThe issuance of not more than three shares of common stock to one or more of the incorporators of a corporation and the initial transfer thereof;11\n\nSales of an issue of bonds, aggregating $150,000 or less, secured by a first lien deed of trust on realty situated in Virginia, to 30 persons or less who are residents of Virginia;12\n\nAny offer or sale of any interest in any partnership, corporation, association or other entity created solely to provide residential housing located in the Commonwealth, provided that such offer or sale is by the issuer or by a real estate broker or real estate agent duly licensed in Virginia;13\n\nThe Commission is authorized to create by rule a limited offering exemption, the purpose of which shall be to further the objectives of compatibility with similar exemptions from federal securities regulation and uniformity among the states; providing that such rule shall not exempt broker-dealers or agents from the registration requirements of this chapter, except in the case of an agent of the issuer who either (i) receives no sales commission directly or indirectly for offering or selling the securities or (ii) effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof. Any filing made with the Commission pursuant to any exemption created under this subdivision shall be accompanied by a $250 fee;14\n\nThe issuance of any security dividend, whether the corporation distributing the dividend is the issuer of the security or not, if nothing of value is given by stockholders for the distribution other than the surrender of a right to a cash dividend where the stockholder can elect to take a dividend in cash or in a security;15\n\nAny transaction incident to a right of conversion or a statutory or judicially approved reclassification, recapitalization, reorganization, quasi-reorganization, stock split, reverse stock split, merger, consolidation, sale of assets, or exchange of securities;16\n\nAny offer or sale of a security issued by a Virginia church if the offer and sale are only to its members and the security is offered and sold only by its members who are Virginia residents and who do not receive remuneration or compensation directly or indirectly for offering or selling the security;17\n\nAny offer or sale of securities issued by a professional business entity (as defined in subsection A of § 13.1-1102) to a person licensed or otherwise legally authorized to render within this Commonwealth the same professional services (as defined in subsection A of § 13.1-1102) rendered by the professional business entity. Notwithstanding the foregoing, nothing in this subdivision shall be deemed to provide that shares of stock, partnership or membership interests or other representations of ownership in a professional business entity are securities except to the extent otherwise provided by subsection A of this section;18\n\nAny offer that is communicated on the Internet, World Wide Web or similar proprietary or common carrier electronic system and that is in compliance with requirements prescribed by rule or order of the Commission;19\n\nTo the extent the Commission by rule or order permits, any offer or sale to an accredited investor, as defined by the Commission, if the issuer reasonably believes before the sale that the accredited investor, either alone or with the accredited investor’s representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250;20\n\nAny transaction by a bank pursuant to an unsolicited offer or order to buy or sell any security, provided such transaction is not effected by an employee of the bank who is also an employee of a broker-dealer;21\n\nTo the extent the Commission by rule or order permits, any security issued by an entity if:\n\t\t\t\ta. The offering of the security is conducted in accordance with \u00a7 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933 or the U.S. Securities and Exchange Commission’s Rule 147A;\n\t\t\t\tb. The offer and sale of the security are made only to residents of Virginia. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the offer may be made accessible to residents outside of Virginia provided that the sale of the security is made only to residents of Virginia;\n\t\t\t\tc. The aggregate price of securities in an offering under this exemption does not exceed $2 million, which sum the Commission, by rule or order, may increase or decrease;\n\t\t\t\td. The total consideration paid by any purchaser of securities in an offering under this exemption does not exceed $10,000, unless the purchaser is an accredited investor as defined by Rule 501 of the U.S. Securities and Exchange Commission’s Regulation D (17 C.F.R. \u00a7 230.501). The Commission, by rule or order, may increase or decrease such limit on the total consideration to be paid by any purchaser of securities in an offering under this exemption;\n\t\t\t\te. No compensation is paid to employees, agents, or other persons for the solicitation of, or based on the sale of, securities in connection with an offering of securities under this exemption to any person who is not registered as a broker-dealer or agent, except to the extent permitted by rule or order of the Commission;\n\t\t\t\tf. Neither the issuer nor any person related to the issuer is subject to disqualification as established by the Commission by rule or order; and\n\t\t\t\tg. The security is sold in an offering conducted in compliance with any conditions established by rule or order of the Commission, which may include:1\n\nRestrictions on the nature of the issuer;2\n\nLimitations on the number and manner of offerings;3\n\nDisclosures required to be provided to investors, including disclosures of risk factors related to the issuer and the offering;4\n\nRequirements that all proceeds received from purchasers be placed in escrow in a depository institution located in the Commonwealth until the minimum amount of the offering is raised;5\n\nFilings with the Commission of notices and other materials related to the offering;6\n\nRequirements regarding the preparation and submission of the issuer’s financial statements, including (i) the form and content of such statements and (ii) whether such statements are required to be audited or reviewed by an independent certified public accountant in accordance with generally accepted accounting principles; and7\n\nRequirements that the entity issuing the security is formed, organized, or existing under the laws of the Commonwealth. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the entity issuing the security may be formed or organized outside the Commonwealth, provided that the entity has its principal place of business in the Commonwealth and satisfies at least one of the doing business requirements in 17 C.F.R. § 230.147A (c) 2.\n\t\t\t\t\tThe Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee in an amount to be set by the Commission by rule or order, provided such amount shall not exceed $500;22\n\nAny offer or sale of securities conducted in accordance with Tier 2 of federal Regulation A (17 CFR 230.251 to 230.263) promulgated under § 3(b)(2) of the Securities Act of 1933 (U.S. Securities and Exchange Commission Release No. 33-9741, 80 Fed. Reg. 21806) to the extent such securities are preempted from the registration requirements of this chapter pursuant to Tier 2 of federal Regulation A. The Commission shall by rule or order prescribe any filings with the Commission of notices, renewals, and other materials. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable filing fee not to exceed $500. The Commission shall provide information on its website regarding the differences between the exemption provided pursuant to this subdivision and the exemption provided pursuant to subdivision 21; and23\n\nAny nonissuer distribution by or through a registered broker-dealer and its registered agent of a security that is included in an electronic exchange, marketplace, system, or disclosure repository, which exchange, marketplace, system, or disclosure repository (i) makes information freely available to the public, (ii) is registered under the Securities Exchange Act of 1934 or rules promulgated thereunder, or (iii) is an Alternative Trading System regulated by the U.S. Securities and Exchange Commission, and is approved by regulations of the State Corporation Commission.C\n\nIn any proceeding under this chapter, the burden of proving an exemption shall be upon the person claiming it.","order_by":null,"text":{"0":{"id":290309,"text":"The following securities are exempted from the securities registration requirements of this chapter:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":290310,"text":"Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state or any agency or corporate or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":290311,"text":"Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one or more of the foregoing or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by such issuer or guarantor;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":290312,"text":"Any security issued by and representing an interest in or a debt of, or guaranteed by, the International Bank for Reconstruction and Development, or any national bank, or any bank or trust company organized under the laws of any state or trust subsidiary organized under the provisions of Article 3 (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":290313,"text":"Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association or savings bank, or by any savings and loan association or savings bank which is organized under the laws of this Commonwealth;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":290314,"text":"Any security issued or guaranteed by an insurance company licensed to transact insurance business in this Commonwealth;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":290315,"text":"Any security issued by any credit union, industrial loan association or consumer finance company which is organized under the laws of this Commonwealth and is supervised and examined by the Commission;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":290316,"text":"Any security issued or guaranteed by any railroad, other common carrier or public service company supervised as to its rates and the issuance of its securities by a governmental authority of the United States, any state, Canada or any Canadian province;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":290317,"text":"Any security which is listed or approved for listing upon notice of issuance on the New York Stock Exchange or the American Stock Exchange or any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants admitted to trading in any of said exchanges; or any warrant or right to subscribe to any of the foregoing securities;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":290318,"text":"Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences an obligation to pay cash within nine months after the date of issuance, exclusive of days of grace, or any renewal thereof which is likewise limited, or any guaranty of such paper or of any such renewal;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":290319,"text":"Any security issued in connection with an employee’s stock purchase, savings, pension, profit-sharing or similar benefit plan. The Commission may by rule or order, as to any security issued pursuant to such plan, specify or designate persons eligible to participate in such plan;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":290320,"text":"Any security issued by a cooperative association organized as a corporation under the laws of this Commonwealth;","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":290321,"text":"Any security listed on an exchange registered with the U.S. Securities and Exchange Commission or quoted on an automated quotation system operated by a national securities association registered with the U.S. Securities and Exchange Commission and approved by regulations of the State Corporation Commission;","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"A13"},"13":{"id":290322,"text":"Any security issued by any issuer organized under the laws of any foreign country and approved by rule or regulation of the Commission.","type":"section","prefixes":["A","13"],"prefix":"13","entire_prefix":"A13","prefix_anchor":"A13","level":2,"prior_prefix":"A12","next_prefix":"B"},"14":{"id":290323,"text":"The following transactions are exempted from the securities, broker-dealer and agent registration requirements of this chapter except as expressly provided in this subsection:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A13","next_prefix":"B1"},"15":{"id":290324,"text":"Any isolated transaction by the owner or pledgee of a security, whether effected through a broker-dealer or not, which is not directly or indirectly for the benefit of the issuer;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"16":{"id":290325,"text":"Any nonissuer distribution by a registered broker-dealer and its registered agent of a security that has been outstanding in the hands of the public for the past five years, if the issuer in each of the past three fiscal years has lawfully paid dividends on its common stock aggregating at least four percent of its current market price;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"17":{"id":290326,"text":"Any transaction by a registered broker-dealer and its registered agent pursuant to an unsolicited order or offer to buy;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"18":{"id":290327,"text":"Any transaction in a bond or other evidence of indebtedness secured by a real or chattel mortgage or deed of trust or by an agreement for the sale of real estate or chattels, if the entire indebtedness secured thereby is offered and sold as a unit;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"19":{"id":290328,"text":"Any transaction in his official capacity by a receiver, trustee in bankruptcy or other judicially appointed officer selling securities pursuant to court order;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"20":{"id":290329,"text":"Any offer or sale to a corporation, investment company or pension or profit-sharing trust or to a broker-dealer;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"21":{"id":290330,"text":"a. Any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer if, after the sale, such issuer has not more than 35 security holders, and if its securities have not been offered to the general public by advertisement or solicitation; or\n\t\t\t\tb. To the extent the Commission by rule or order permits, any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer to not more than 35 persons in the Commonwealth during any period of 12 consecutive months, whether or not the issuer or any purchaser is then present in the Commonwealth, if the issuer or broker-dealer reasonably believes that all the purchasers in the Commonwealth are purchasing for investment, and if the securities have not been offered to the general public by advertisement or general solicitation. The Commission may, by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, increase or decrease the number of purchasers permitted, or waive the condition relating to their investment intent. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250.\n\t\t\t\tWith respect to this subdivision 7, and except to the extent the Commission by rule or order may otherwise permit, the number of security holders of an issuer or the number of purchasers from an issuer, as the case may be, shall not be deemed to include the security holders of any other corporation, partnership, limited liability company, unincorporated association or trust unless it was organized to raise capital for the issuer. Notwithstanding the provisions of subdivision 15, the merger or consolidation of corporations, partnerships, limited liability companies, unincorporated associations or other entities shall be a violation of this chapter if the surviving or new entity has more than 35 security holders or purchasers and all the securities of the parties thereto were issued under this exemption, unless all of the parties thereto have been engaged in transacting business for more than two years prior to the merger or consolidation;","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"22":{"id":290331,"text":"Any transaction pursuant to an offer to existing security holders of the issuer including holders of transferable warrants issued to existing security holders and exercisable within 90 days of their issuance, if either (i) no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this Commonwealth or (ii) the issuer first notifies the Commission in writing of the terms of the offer and the Commission does not by order disallow the exemption within five full business days after the date of the receipt of the notice;","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"B9"},"23":{"id":290332,"text":"Any offer (but not a sale) of a security for which registration statements have been filed, but are not effective, under both this chapter and the Securities Act of 1933; but this exemption shall not apply while a stop order is in effect or, after notice to the issuer, while a proceeding or examination looking toward such an order is pending under either act;","type":"section","prefixes":["B","9"],"prefix":"9","entire_prefix":"B9","prefix_anchor":"B9","level":2,"prior_prefix":"B8","next_prefix":"B10"},"24":{"id":290333,"text":"The issuance of not more than three shares of common stock to one or more of the incorporators of a corporation and the initial transfer thereof;","type":"section","prefixes":["B","10"],"prefix":"10","entire_prefix":"B10","prefix_anchor":"B10","level":2,"prior_prefix":"B9","next_prefix":"B11"},"25":{"id":290334,"text":"Sales of an issue of bonds, aggregating $150,000 or less, secured by a first lien deed of trust on realty situated in Virginia, to 30 persons or less who are residents of Virginia;","type":"section","prefixes":["B","11"],"prefix":"11","entire_prefix":"B11","prefix_anchor":"B11","level":2,"prior_prefix":"B10","next_prefix":"B12"},"26":{"id":290335,"text":"Any offer or sale of any interest in any partnership, corporation, association or other entity created solely to provide residential housing located in the Commonwealth, provided that such offer or sale is by the issuer or by a real estate broker or real estate agent duly licensed in Virginia;","type":"section","prefixes":["B","12"],"prefix":"12","entire_prefix":"B12","prefix_anchor":"B12","level":2,"prior_prefix":"B11","next_prefix":"B13"},"27":{"id":290336,"text":"The Commission is authorized to create by rule a limited offering exemption, the purpose of which shall be to further the objectives of compatibility with similar exemptions from federal securities regulation and uniformity among the states; providing that such rule shall not exempt broker-dealers or agents from the registration requirements of this chapter, except in the case of an agent of the issuer who either (i) receives no sales commission directly or indirectly for offering or selling the securities or (ii) effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof. Any filing made with the Commission pursuant to any exemption created under this subdivision shall be accompanied by a $250 fee;","type":"section","prefixes":["B","13"],"prefix":"13","entire_prefix":"B13","prefix_anchor":"B13","level":2,"prior_prefix":"B12","next_prefix":"B14"},"28":{"id":290337,"text":"The issuance of any security dividend, whether the corporation distributing the dividend is the issuer of the security or not, if nothing of value is given by stockholders for the distribution other than the surrender of a right to a cash dividend where the stockholder can elect to take a dividend in cash or in a security;","type":"section","prefixes":["B","14"],"prefix":"14","entire_prefix":"B14","prefix_anchor":"B14","level":2,"prior_prefix":"B13","next_prefix":"B15"},"29":{"id":290338,"text":"Any transaction incident to a right of conversion or a statutory or judicially approved reclassification, recapitalization, reorganization, quasi-reorganization, stock split, reverse stock split, merger, consolidation, sale of assets, or exchange of securities;","type":"section","prefixes":["B","15"],"prefix":"15","entire_prefix":"B15","prefix_anchor":"B15","level":2,"prior_prefix":"B14","next_prefix":"B16"},"30":{"id":290339,"text":"Any offer or sale of a security issued by a Virginia church if the offer and sale are only to its members and the security is offered and sold only by its members who are Virginia residents and who do not receive remuneration or compensation directly or indirectly for offering or selling the security;","type":"section","prefixes":["B","16"],"prefix":"16","entire_prefix":"B16","prefix_anchor":"B16","level":2,"prior_prefix":"B15","next_prefix":"B17"},"31":{"id":290340,"text":"Any offer or sale of securities issued by a professional business entity (as defined in subsection A of § 13.1-1102) to a person licensed or otherwise legally authorized to render within this Commonwealth the same professional services (as defined in subsection A of § 13.1-1102) rendered by the professional business entity. Notwithstanding the foregoing, nothing in this subdivision shall be deemed to provide that shares of stock, partnership or membership interests or other representations of ownership in a professional business entity are securities except to the extent otherwise provided by subsection A of this section;","type":"section","prefixes":["B","17"],"prefix":"17","entire_prefix":"B17","prefix_anchor":"B17","level":2,"prior_prefix":"B16","next_prefix":"B18"},"32":{"id":290341,"text":"Any offer that is communicated on the Internet, World Wide Web or similar proprietary or common carrier electronic system and that is in compliance with requirements prescribed by rule or order of the Commission;","type":"section","prefixes":["B","18"],"prefix":"18","entire_prefix":"B18","prefix_anchor":"B18","level":2,"prior_prefix":"B17","next_prefix":"B19"},"33":{"id":290342,"text":"To the extent the Commission by rule or order permits, any offer or sale to an accredited investor, as defined by the Commission, if the issuer reasonably believes before the sale that the accredited investor, either alone or with the accredited investor’s representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250;","type":"section","prefixes":["B","19"],"prefix":"19","entire_prefix":"B19","prefix_anchor":"B19","level":2,"prior_prefix":"B18","next_prefix":"B20"},"34":{"id":290343,"text":"Any transaction by a bank pursuant to an unsolicited offer or order to buy or sell any security, provided such transaction is not effected by an employee of the bank who is also an employee of a broker-dealer;","type":"section","prefixes":["B","20"],"prefix":"20","entire_prefix":"B20","prefix_anchor":"B20","level":2,"prior_prefix":"B19","next_prefix":"B21"},"35":{"id":290344,"text":"To the extent the Commission by rule or order permits, any security issued by an entity if:\n\t\t\t\ta. The offering of the security is conducted in accordance with \u00a7 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933 or the U.S. Securities and Exchange Commission’s Rule 147A;\n\t\t\t\tb. The offer and sale of the security are made only to residents of Virginia. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the offer may be made accessible to residents outside of Virginia provided that the sale of the security is made only to residents of Virginia;\n\t\t\t\tc. The aggregate price of securities in an offering under this exemption does not exceed $2 million, which sum the Commission, by rule or order, may increase or decrease;\n\t\t\t\td. The total consideration paid by any purchaser of securities in an offering under this exemption does not exceed $10,000, unless the purchaser is an accredited investor as defined by Rule 501 of the U.S. Securities and Exchange Commission’s Regulation D (17 C.F.R. \u00a7 230.501). The Commission, by rule or order, may increase or decrease such limit on the total consideration to be paid by any purchaser of securities in an offering under this exemption;\n\t\t\t\te. No compensation is paid to employees, agents, or other persons for the solicitation of, or based on the sale of, securities in connection with an offering of securities under this exemption to any person who is not registered as a broker-dealer or agent, except to the extent permitted by rule or order of the Commission;\n\t\t\t\tf. Neither the issuer nor any person related to the issuer is subject to disqualification as established by the Commission by rule or order; and\n\t\t\t\tg. The security is sold in an offering conducted in compliance with any conditions established by rule or order of the Commission, which may include:","type":"section","prefixes":["B","21"],"prefix":"21","entire_prefix":"B21","prefix_anchor":"B21","level":2,"prior_prefix":"B20","next_prefix":"B211"},"36":{"id":290345,"text":"Restrictions on the nature of the issuer;","type":"section","prefixes":["B","21","1"],"prefix":"1","entire_prefix":"B211","prefix_anchor":"B211","level":3,"prior_prefix":"B21","next_prefix":"B212"},"37":{"id":290346,"text":"Limitations on the number and manner of offerings;","type":"section","prefixes":["B","21","2"],"prefix":"2","entire_prefix":"B212","prefix_anchor":"B212","level":3,"prior_prefix":"B211","next_prefix":"B213"},"38":{"id":290347,"text":"Disclosures required to be provided to investors, including disclosures of risk factors related to the issuer and the offering;","type":"section","prefixes":["B","21","3"],"prefix":"3","entire_prefix":"B213","prefix_anchor":"B213","level":3,"prior_prefix":"B212","next_prefix":"B214"},"39":{"id":290348,"text":"Requirements that all proceeds received from purchasers be placed in escrow in a depository institution located in the Commonwealth until the minimum amount of the offering is raised;","type":"section","prefixes":["B","21","4"],"prefix":"4","entire_prefix":"B214","prefix_anchor":"B214","level":3,"prior_prefix":"B213","next_prefix":"B215"},"40":{"id":290349,"text":"Filings with the Commission of notices and other materials related to the offering;","type":"section","prefixes":["B","21","5"],"prefix":"5","entire_prefix":"B215","prefix_anchor":"B215","level":3,"prior_prefix":"B214","next_prefix":"B216"},"41":{"id":290350,"text":"Requirements regarding the preparation and submission of the issuer’s financial statements, including (i) the form and content of such statements and (ii) whether such statements are required to be audited or reviewed by an independent certified public accountant in accordance with generally accepted accounting principles; and","type":"section","prefixes":["B","21","6"],"prefix":"6","entire_prefix":"B216","prefix_anchor":"B216","level":3,"prior_prefix":"B215","next_prefix":"B217"},"42":{"id":290351,"text":"Requirements that the entity issuing the security is formed, organized, or existing under the laws of the Commonwealth. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the entity issuing the security may be formed or organized outside the Commonwealth, provided that the entity has its principal place of business in the Commonwealth and satisfies at least one of the doing business requirements in 17 C.F.R. § 230.147A (c) 2.\n\t\t\t\t\tThe Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee in an amount to be set by the Commission by rule or order, provided such amount shall not exceed $500;","type":"section","prefixes":["B","21","7"],"prefix":"7","entire_prefix":"B217","prefix_anchor":"B217","level":3,"prior_prefix":"B216","next_prefix":"B22"},"43":{"id":290352,"text":"Any offer or sale of securities conducted in accordance with Tier 2 of federal Regulation A (17 CFR 230.251 to 230.263) promulgated under § 3(b)(2) of the Securities Act of 1933 (U.S. Securities and Exchange Commission Release No. 33-9741, 80 Fed. Reg. 21806) to the extent such securities are preempted from the registration requirements of this chapter pursuant to Tier 2 of federal Regulation A. The Commission shall by rule or order prescribe any filings with the Commission of notices, renewals, and other materials. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable filing fee not to exceed $500. The Commission shall provide information on its website regarding the differences between the exemption provided pursuant to this subdivision and the exemption provided pursuant to subdivision 21; and","type":"section","prefixes":["B","22"],"prefix":"22","entire_prefix":"B22","prefix_anchor":"B22","level":2,"prior_prefix":"B217","next_prefix":"B23"},"44":{"id":290353,"text":"Any nonissuer distribution by or through a registered broker-dealer and its registered agent of a security that is included in an electronic exchange, marketplace, system, or disclosure repository, which exchange, marketplace, system, or disclosure repository (i) makes information freely available to the public, (ii) is registered under the Securities Exchange Act of 1934 or rules promulgated thereunder, or (iii) is an Alternative Trading System regulated by the U.S. Securities and Exchange Commission, and is approved by regulations of the State Corporation Commission.","type":"section","prefixes":["B","23"],"prefix":"23","entire_prefix":"B23","prefix_anchor":"B23","level":2,"prior_prefix":"B22","next_prefix":"C"},"45":{"id":290354,"text":"In any proceeding under this chapter, the burden of proving an exemption shall be upon the person claiming it.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B23"}},"ancestry":[{"id":13759,"edition_id":1,"name":"Miscellaneous","identifier":"5","label":"article","depth":3,"order_by":1,"parent_id":13119,"metadata":{},"date_created":"2026-06-26 03:45:48","date_modified":"2026-06-26 03:45:48","permalink":{"id":149877,"object_type":"structure","relational_id":13759,"identifier":"5","token":"13.1\/5\/5","url":"\/13.1\/5\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13119,"edition_id":1,"name":"Securities Act","identifier":"5","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:18","date_modified":"2026-06-26 03:44:18","permalink":{"id":149803,"object_type":"structure","relational_id":13119,"identifier":"5","token":"13.1\/5","url":"\/13.1\/5\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81002,"structure_id":13759,"section_number":"13.1-514","catch_line":"Exemptions","url":"\/13.1-514\/","token":"13.1\/5\/5\/13.1-514","metadata":false},{"id":74119,"structure_id":13759,"section_number":"13.1-514.1","catch_line":"Exemption of certain securities by order of Commission","url":"\/13.1-514.1\/","token":"13.1\/5\/5\/13.1-514.1","metadata":false},{"id":60065,"structure_id":13759,"section_number":"13.1-514.2","catch_line":"Primacy of Virginia law to be maintained","url":"\/13.1-514.2\/","token":"13.1\/5\/5\/13.1-514.2","metadata":false},{"id":78083,"structure_id":13759,"section_number":"13.1-515","catch_line":"Advertising","url":"\/13.1-515\/","token":"13.1\/5\/5\/13.1-515","metadata":false},{"id":81574,"structure_id":13759,"section_number":"13.1-516","catch_line":"Misleading filings","url":"\/13.1-516\/","token":"13.1\/5\/5\/13.1-516","metadata":false},{"id":76608,"structure_id":13759,"section_number":"13.1-517","catch_line":"Consent to service of process","url":"\/13.1-517\/","token":"13.1\/5\/5\/13.1-517","metadata":false},{"id":75747,"structure_id":13759,"section_number":"13.1-518","catch_line":"Investigations; confidentiality of information and documents","url":"\/13.1-518\/","token":"13.1\/5\/5\/13.1-518","metadata":false},{"id":64404,"structure_id":13759,"section_number":"13.1-518.1","catch_line":"Broker-dealers and investment advisors to file certain reports with Commission","url":"\/13.1-518.1\/","token":"13.1\/5\/5\/13.1-518.1","metadata":false},{"id":87282,"structure_id":13759,"section_number":"13.1-519","catch_line":"Injunctions","url":"\/13.1-519\/","token":"13.1\/5\/5\/13.1-519","metadata":false},{"id":69562,"structure_id":13759,"section_number":"13.1-520","catch_line":"Crimes","url":"\/13.1-520\/","token":"13.1\/5\/5\/13.1-520","metadata":false},{"id":62010,"structure_id":13759,"section_number":"13.1-520.1","catch_line":"Commission may transmit record or complaint to locality where violation occurred","url":"\/13.1-520.1\/","token":"13.1\/5\/5\/13.1-520.1","metadata":false},{"id":71026,"structure_id":13759,"section_number":"13.1-521","catch_line":"Violations punishable by the Commission","url":"\/13.1-521\/","token":"13.1\/5\/5\/13.1-521","metadata":false},{"id":64194,"structure_id":13759,"section_number":"13.1-522","catch_line":"Civil liabilities","url":"\/13.1-522\/","token":"13.1\/5\/5\/13.1-522","metadata":false},{"id":65333,"structure_id":13759,"section_number":"13.1-523","catch_line":"Rules and forms","url":"\/13.1-523\/","token":"13.1\/5\/5\/13.1-523","metadata":false},{"id":69342,"structure_id":13759,"section_number":"13.1-523.1","catch_line":"Commission authority to regulate securities and investment advisory activities","url":"\/13.1-523.1\/","token":"13.1\/5\/5\/13.1-523.1","metadata":false},{"id":85546,"structure_id":13759,"section_number":"13.1-524","catch_line":"Certain records of Commission available to public; admissibility of copies; destruction","url":"\/13.1-524\/","token":"13.1\/5\/5\/13.1-524","metadata":false},{"id":81978,"structure_id":13759,"section_number":"13.1-525","catch_line":"Official interpretations","url":"\/13.1-525\/","token":"13.1\/5\/5\/13.1-525","metadata":false},{"id":86458,"structure_id":13759,"section_number":"13.1-525.1","catch_line":"Fees to cover expense of regulation","url":"\/13.1-525.1\/","token":"13.1\/5\/5\/13.1-525.1","metadata":false},{"id":69698,"structure_id":13759,"section_number":"13.1-526","catch_line":"Transition","url":"\/13.1-526\/","token":"13.1\/5\/5\/13.1-526","metadata":false},{"id":82428,"structure_id":13759,"section_number":"13.1-527","catch_line":"Short title","url":"\/13.1-527\/","token":"13.1\/5\/5\/13.1-527","metadata":false},{"id":54768,"structure_id":13759,"section_number":"13.1-527.01","catch_line":"Repealed","url":"\/13.1-527.01\/","token":"13.1\/5\/5\/13.1-527.01","metadata":false}],"next_section":{"id":74119,"structure_id":13759,"section_number":"13.1-514.1","catch_line":"Exemption of certain securities by order of Commission","url":"\/13.1-514.1\/","token":"13.1\/5\/5\/13.1-514.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-514\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 27 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1966, chapter 186; in 1970, chapter 286; in 1972, chapter 683; in 1974, chapters 86 and 830; in 1975, chapters 75 and 500; in 1976, chapter 656; in 1977, chapter 111; in 1978, chapter 397; in 1981, chapters 347, 356, and 362; in 1982, chapter 262; in 1983, chapters 231 and 516; in 1984, chapters 298 and 771; in 1989, chapter 388; in 1990, chapter 6; in 1991, chapter 223; in 1993, chapter 75; in 1995, chapters 208<\/a>, 213<\/a>, and 235<\/a>; in 1996, chapter 16<\/a>; in 1997, chapters 279<\/a> and 538<\/a>; in 1999, chapter 92<\/a>; in 2001, chapter 722<\/a>; in 2003, chapter 595<\/a>; in 2007, chapter 457<\/a>; in 2015, chapters 354<\/a> and 400<\/a>; in 2016, chapter 260<\/a>; in 2020, chapters 256<\/a>, 279<\/a>, and 331<\/a>.<\/p>","references":[{"id":75080,"section_number":"13.1-501","catch_line":"Definitions","order_by":null,"url":"\/13.1-501\/"},{"id":77849,"section_number":"13.1-504","catch_line":"Registration","order_by":null,"url":"\/13.1-504\/"}],"refers_to":[{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":65489,"section_number":"6.2-1047","catch_line":"Definitions","order_by":null,"url":"\/6.2-1047\/"}],"permalink":{"id":149879,"object_type":"law","relational_id":81002,"identifier":"13.1-514","token":"13.1\/5\/5\/13.1-514","url":"\/13.1-514\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-514\/","token":"13.1\/5\/5\/13.1-514","dublin_core":{"Title":"Exemptions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-514","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The following securities are exempted from the securities registration requirements of this chapter: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any political subdivision of a state or any agency or corporate or other instrumentality of one or more of the foregoing; or any certificate of deposit for any of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any security issued or guaranteed by Canada, any Canadian province, any political subdivision of any such province, any agency or corporate or other instrumentality of one or more of the foregoing or any other foreign government with which the United States currently maintains diplomatic relations, if the security is recognized as a valid obligation by such issuer or guarantor; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any security issued by and representing an interest in or a debt of, or guaranteed by, the International Bank for Reconstruction and Development, or any national bank, or any bank or trust company organized under the laws<\/span> of any state or trust subsidiary organized under the provisions of Article 3 (§ 6.2-1047<\/a> et seq.) of Chapter 10 of Title 6.2; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any security issued by and representing an interest in or a debt of, or guaranteed by, any federal savings and loan association or savings bank, or by any savings and loan association or savings bank which is organized under the laws<\/span> of this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any security issued or guaranteed by an insurance company licensed to transact insurance business in this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Any security issued by any credit union, industrial loan association or consumer finance company which is organized under the laws<\/span> of this Commonwealth and is supervised and examined by the Commission; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Any security issued or guaranteed by any railroad, other common carrier or public service company supervised as to its rates and the issuance of its securities by a governmental authority of the United States, any state, Canada or any Canadian province; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Any security which is listed or approved for listing upon notice of issuance on the New York Stock Exchange or the American Stock Exchange or any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants admitted to trading in any of said exchanges; or any warrant or right to subscribe to any of the foregoing securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Any commercial paper which arises out of a current transaction or the proceeds of which have been or are to be used for current transactions, and which evidences<\/span> an obligation to pay cash within nine months after the date of issuance, exclusive of days of grace, or any renewal thereof which is likewise limited, or any guaranty of such paper or of any such renewal; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Any security issued in connection with an employee’s stock purchase, savings, pension, profit-sharing or similar benefit plan. The Commission may by rule or order<\/span>, as to any security issued pursuant to such plan, specify or designate persons eligible to participate in such plan; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> Any security issued by a cooperative association organized as a corporation under the laws<\/span> of this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> Any security listed on an exchange registered with the U.S. Securities and Exchange Commission or quoted on an automated quotation system operated by a national securities association registered with the U.S. Securities and Exchange Commission and approved by regulations of the State Corporation Commission; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> Any security issued by any issuer organized under the laws<\/span> of any foreign country and approved by rule or regulation of the Commission. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The following transactions are exempted from the securities, broker-dealer and agent registration requirements of this chapter except as expressly provided in this subsection: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any isolated transaction by the owner or pledgee of a security, whether effected through a broker-dealer or not, which is not directly or indirectly for the benefit of the issuer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any nonissuer distribution by a registered broker-dealer and its registered agent of a security that has been outstanding in the hands of the public for the past five years, if the issuer in each of the past three fiscal years has lawfully paid dividends on its common stock aggregating at least four percent of its current market price; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any transaction by a registered broker-dealer and its registered agent pursuant to an unsolicited order<\/span> or offer to buy; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any transaction in a bond<\/span> or other evidence<\/span> of indebtedness secured by a real or chattel mortgage or deed of trust or by an agreement for the sale of real estate or chattels, if the entire indebtedness secured thereby is offered and sold as a unit; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any transaction in his official capacity by a receiver, trustee in bankruptcy<\/span> or other judicially appointed officer selling securities pursuant to court order<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Any offer or sale to a corporation, investment company or pension or profit-sharing trust or to a broker-dealer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> a. Any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer if, after the sale, such issuer has not more than 35 security holders, and if its securities have not been offered to the general public by advertisement or solicitation; or\n\t\t\t\tb. To the extent the Commission by rule or order permits, any sale of its securities by an issuer or any sale of securities by a registered broker-dealer and its registered agent acting on behalf of an issuer to not more than 35 persons in the Commonwealth during any period of 12 consecutive months, whether or not the issuer or any purchaser is then present in the Commonwealth, if the issuer or broker-dealer reasonably believes that all the purchasers in the Commonwealth are purchasing for investment, and if the securities have not been offered to the general public by advertisement or general solicitation. The Commission may, by rule or order, as to any security or transaction or any type of security or transaction, withdraw or further condition this exemption, increase or decrease the number of purchasers permitted, or waive<\/span> the condition relating to their investment intent<\/span>. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250.\n\t\t\t\tWith respect to this subdivision 7, and except to the extent the Commission by rule or order may otherwise permit, the number of security holders of an issuer or the number of purchasers from an issuer, as the case may be, shall not be deemed to include the security holders of any other corporation, partnership, limited liability company, unincorporated association or trust unless it was organized to raise capital for the issuer. Notwithstanding the provisions of subdivision 15, the merger or consolidation<\/span> of corporations, partnerships, limited liability companies, unincorporated associations or other entities shall be a violation of this chapter if the surviving or new entity has more than 35 security holders or purchasers and all the securities of the parties thereto were issued under this exemption, unless all of the parties thereto have been engaged in transacting business for more than two years prior to the merger or consolidation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Any transaction pursuant to an offer to existing security holders of the issuer including holders of transferable warrants issued to existing security holders and exercisable within 90 days of their issuance, if either (i) no commission or other remuneration (other than a standby commission) is paid or given directly or indirectly for soliciting any security holder in this Commonwealth or (ii) the issuer first notifies the Commission in writing of the terms of the offer and the Commission does not by order disallow the exemption within five full business days after the date of the receipt of the notice; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Any offer (but not a sale) of a security for which registration statements have been filed, but are not effective, under both this chapter and the Securities Act of 1933; but this exemption shall not apply while a stop order is in effect or, after notice to the issuer, while a proceeding or examination looking toward such an order is pending under either act; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> The issuance of not more than three shares of common stock to one or more of the incorporators of a corporation and the initial transfer thereof; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> Sales of an issue<\/span> of bonds<\/span>, aggregating $150,000 or less, secured by a first lien<\/span> deed of trust on realty situated in Virginia, to 30 persons or less who are residents of Virginia; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> Any offer or sale of any interest in any partnership, corporation, association or other entity created solely to provide residential housing located in the Commonwealth, provided that such offer or sale is by the issuer or by a real estate broker or real estate agent duly licensed in Virginia; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> The Commission is authorized to create by rule a limited offering exemption, the purpose of which shall be to further the objectives of compatibility with similar exemptions from federal securities regulation and uniformity among the states; providing that such rule shall not exempt broker-dealers or agents from the registration requirements of this chapter, except in the case of an agent of the issuer who either (i) receives no sales commission directly or indirectly for offering or selling the securities or (ii) effects transactions in a security exempt from registration under the Securities Act of 1933 pursuant to rules and regulations promulgated under § 4(2) thereof. Any filing made with the Commission pursuant to any exemption created under this subdivision shall be accompanied by a $250 fee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> The issuance of any security dividend, whether the corporation distributing the dividend is the issuer of the security or not, if nothing of value is given by stockholders for the distribution other than the surrender of a right to a cash dividend where the stockholder can elect to take a dividend in cash or in a security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> Any transaction incident to a right of conversion or a statutory or judicially approved reclassification, recapitalization, reorganization, quasi-reorganization, stock split, reverse<\/span> stock split, merger, consolidation<\/span>, sale of assets<\/span>, or exchange of securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> Any offer or sale of a security issued by a Virginia church if the offer and sale are only to its members and the security is offered and sold only by its members who are Virginia residents and who do not receive remuneration or compensation directly or indirectly for offering or selling the security; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> Any offer or sale of securities issued by a professional business entity (as defined in subsection A of § 13.1-1102<\/a>) to a person licensed or otherwise legally authorized to render within this Commonwealth the same professional services (as defined in subsection A of § 13.1-1102<\/a>) rendered by the professional business entity. Notwithstanding the foregoing, nothing in this subdivision shall be deemed to provide that shares of stock, partnership or membership interests or other representations of ownership in a professional business entity are securities except to the extent otherwise provided by subsection A of this section; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

18.<\/span> Any offer that is communicated on the Internet, World Wide Web or similar proprietary or common carrier electronic system and that is in compliance with requirements prescribed by rule or order of the Commission; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

19.<\/span> To the extent the Commission by rule or order permits, any offer or sale to an accredited investor, as defined by the Commission, if the issuer reasonably believes before the sale that the accredited investor, either alone or with the accredited investor’s representative, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee not to exceed $250; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

20.<\/span> Any transaction by a bank pursuant to an unsolicited offer or order to buy or sell any security, provided such transaction is not effected by an employee of the bank who is also an employee of a broker-dealer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

21.<\/span> To the extent the Commission by rule or order permits, any security issued by an entity if:\n\t\t\t\ta. The offering of the security is conducted in accordance with \u00a7 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the Securities Act of 1933 or the U.S. Securities and Exchange Commission’s Rule 147A;\n\t\t\t\tb. The offer and sale of the security are made only to residents of Virginia. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the offer may be made accessible to residents outside of Virginia provided that the sale of the security is made only to residents of Virginia;\n\t\t\t\tc. The aggregate price of securities in an offering under this exemption does not exceed $2 million, which sum the Commission, by rule or order, may increase or decrease;\n\t\t\t\td. The total consideration paid by any purchaser of securities in an offering under this exemption does not exceed $10,000, unless the purchaser is an accredited investor as defined by Rule 501 of the U.S. Securities and Exchange Commission’s Regulation D (17 C.F.R. \u00a7 230.501). The Commission, by rule or order, may increase or decrease such limit on the total consideration to be paid by any purchaser of securities in an offering under this exemption;\n\t\t\t\te. No compensation is paid to employees, agents, or other persons for the solicitation of, or based on the sale of, securities in connection with an offering of securities under this exemption to any person who is not registered as a broker-dealer or agent, except to the extent permitted by rule or order of the Commission;\n\t\t\t\tf. Neither the issuer nor any person related to the issuer is subject to disqualification as established by the Commission by rule or order; and\n\t\t\t\tg. The security is sold in an offering conducted in compliance with any conditions established by rule or order of the Commission, which may include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Restrictions on the nature of the issuer; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Limitations on the number and manner of offerings; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Disclosures required to be provided to investors, including disclosures of risk factors related to the issuer and the offering; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Requirements that all proceeds received from purchasers be placed in escrow in a depository institution located in the Commonwealth until the minimum amount of the offering is raised; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Filings with the Commission of notices and other materials<\/span> related to the offering; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Requirements regarding the preparation and submission of the issuer’s financial statements, including (i) the form and content of such statements and (ii) whether such statements are required to be audited or reviewed by an independent certified public accountant in accordance with generally accepted accounting principles; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Requirements that the entity issuing the security is formed, organized, or existing under the laws<\/span> of the Commonwealth. However, for an offering conducted in accordance with the U.S. Securities and Exchange Commission’s Rule 147A, the entity issuing the security may be formed or organized outside the Commonwealth, provided that the entity has its principal place of business in the Commonwealth and satisfies at least one of the doing business requirements in 17 C.F.R. § 230.147A (c) 2.\n\t\t\t\t\tThe Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable fee in an amount to be set by the Commission by rule or order, provided such amount shall not exceed $500; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

22.<\/span> Any offer or sale of securities conducted in accordance with Tier 2 of federal Regulation A (17 CFR 230.251 to 230.263) promulgated under § 3(b)(2) of the Securities Act of 1933 (U.S. Securities and Exchange Commission Release No. 33-9741, 80 Fed. Reg. 21806) to the extent such securities are preempted from the registration requirements of this chapter pursuant to Tier 2 of federal Regulation A. The Commission shall by rule or order prescribe any filings with the Commission of notices, renewals, and other materials<\/span>. The Commission may assess and collect in connection with any filing pursuant to this exemption a nonrefundable filing fee not to exceed $500. The Commission shall provide information on its website regarding the differences between the exemption provided pursuant to this subdivision and the exemption provided pursuant to subdivision 21; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

23.<\/span> Any nonissuer distribution by or through a registered broker-dealer and its registered agent of a security that is included in an electronic exchange, marketplace, system, or disclosure repository, which exchange, marketplace, system, or disclosure repository (i) makes information freely available to the public, (ii) is registered under the Securities Exchange Act of 1934 or rules promulgated thereunder, or (iii) is an Alternative Trading System regulated by the U.S. Securities and Exchange Commission, and is approved by regulations of the State Corporation Commission. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In any proceeding under this chapter, the burden of proving an exemption shall be upon the person claiming it. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEXEMPTIONS (\u00a7 13.1-514)\n\nA. The following securities are exempted from the securities registration\nrequirements of this chapter:\n\n 1. Any security (including a revenue obligation) issued or guaranteed by the\n United States, any state, any political subdivision of a state or any agency\n or corporate or other instrumentality of one or more of the foregoing; or any\n certificate of deposit for any of the foregoing;\n\n 2. Any security issued or guaranteed by Canada, any Canadian province, any\n political subdivision of any such province, any agency or corporate or other\n instrumentality of one or more of the foregoing or any other foreign\n government with which the United States currently maintains diplomatic\n relations, if the security is recognized as a valid obligation by such issuer\n or guarantor;\n\n 3. Any security issued by and representing an interest in or a debt of, or\n guaranteed by, the International Bank for Reconstruction and Development, or\n any national bank, or any bank or trust company organized under the laws of\n any state or trust subsidiary organized under the provisions of Article 3\n (§ 6.2-1047 et seq.) of Chapter 10 of Title 6.2;\n\n 4. Any security issued by and representing an interest in or a debt of, or\n guaranteed by, any federal savings and loan association or savings bank, or by\n any savings and loan association or savings bank which is organized under the\n laws of this Commonwealth;\n\n 5. Any security issued or guaranteed by an insurance company licensed to\n transact insurance business in this Commonwealth;\n\n 6. Any security issued by any credit union, industrial loan association or\n consumer finance company which is organized under the laws of this\n Commonwealth and is supervised and examined by the Commission;\n\n 7. Any security issued or guaranteed by any railroad, other common carrier or\n public service company supervised as to its rates and the issuance of its\n securities by a governmental authority of the United States, any state, Canada\n or any Canadian province;\n\n 8. Any security which is listed or approved for listing upon notice of\n issuance on the New York Stock Exchange or the American Stock Exchange or any\n other security of the same issuer which is of senior or substantially equal\n rank; any security called for by subscription rights or warrants admitted to\n trading in any of said exchanges; or any warrant or right to subscribe to any\n of the foregoing securities;\n\n 9. Any commercial paper which arises out of a current transaction or the\n proceeds of which have been or are to be used for current transactions, and\n which evidences an obligation to pay cash within nine months after the date of\n issuance, exclusive of days of grace, or any renewal thereof which is likewise\n limited, or any guaranty of such paper or of any such renewal;\n\n 10. Any security issued in connection with an employee’s stock purchase,\n savings, pension, profit-sharing or similar benefit plan. The Commission may\n by rule or order, as to any security issued pursuant to such plan, specify or\n designate persons eligible to participate in such plan;\n\n 11. Any security issued by a cooperative association organized as a\n corporation under the laws of this Commonwealth;\n\n 12. Any security listed on an exchange registered with the U.S. Securities and\n Exchange Commission or quoted on an automated quotation system operated by a\n national securities association registered with the U.S. Securities and\n Exchange Commission and approved by regulations of the State Corporation\n Commission;\n\n 13. Any security issued by any issuer organized under the laws of any foreign\n country and approved by rule or regulation of the Commission.\n\nB. The following transactions are exempted from the securities, broker-dealer\nand agent registration requirements of this chapter except as expressly provided\nin this subsection:\n\n 1. Any isolated transaction by the owner or pledgee of a security, whether\n effected through a broker-dealer or not, which is not directly or indirectly\n for the benefit of the issuer;\n\n 2. Any nonissuer distribution by a registered broker-dealer and its registered\n agent of a security that has been outstanding in the hands of the public for\n the past five years, if the issuer in each of the past three fiscal years has\n lawfully paid dividends on its common stock aggregating at least four percent\n of its current market price;\n\n 3. Any transaction by a registered broker-dealer and its registered agent\n pursuant to an unsolicited order or offer to buy;\n\n 4. Any transaction in a bond or other evidence of indebtedness secured by a\n real or chattel mortgage or deed of trust or by an agreement for the sale of\n real estate or chattels, if the entire indebtedness secured thereby is offered\n and sold as a unit;\n\n 5. Any transaction in his official capacity by a receiver, trustee in\n bankruptcy or other judicially appointed officer selling securities pursuant\n to court order;\n\n 6. Any offer or sale to a corporation, investment company or pension or\n profit-sharing trust or to a broker-dealer;\n\n 7. a. Any sale of its securities by an issuer or any sale of securities by a\n registered broker-dealer and its registered agent acting on behalf of an\n issuer if, after the sale, such issuer has not more than 35 security holders,\n and if its securities have not been offered to the general public by\n advertisement or solicitation; or\n \t\t\t\tb. To the extent the Commission by rule or order permits, any sale of its\n securities by an issuer or any sale of securities by a registered\n broker-dealer and its registered agent acting on behalf of an issuer to not\n more than 35 persons in the Commonwealth during any period of 12 consecutive\n months, whether or not the issuer or any purchaser is then present in the\n Commonwealth, if the issuer or broker-dealer reasonably believes that all the\n purchasers in the Commonwealth are purchasing for investment, and if the\n securities have not been offered to the general public by advertisement or\n general solicitation. The Commission may, by rule or order, as to any security\n or transaction or any type of security or transaction, withdraw or further\n condition this exemption, increase or decrease the number of purchasers\n permitted, or waive the condition relating to their investment intent. The\n Commission may assess and collect in connection with any filing pursuant to\n this exemption a nonrefundable fee not to exceed $250.\n \t\t\t\tWith respect to this subdivision 7, and except to the extent the\n Commission by rule or order may otherwise permit, the number of security\n holders of an issuer or the number of purchasers from an issuer, as the case\n may be, shall not be deemed to include the security holders of any other\n corporation, partnership, limited liability company, unincorporated\n association or trust unless it was organized to raise capital for the issuer.\n Notwithstanding the provisions of subdivision 15, the merger or consolidation\n of corporations, partnerships, limited liability companies, unincorporated\n associations or other entities shall be a violation of this chapter if the\n surviving or new entity has more than 35 security holders or purchasers and\n all the securities of the parties thereto were issued under this exemption,\n unless all of the parties thereto have been engaged in transacting business\n for more than two years prior to the merger or consolidation;\n\n 8. Any transaction pursuant to an offer to existing security holders of the\n issuer including holders of transferable warrants issued to existing security\n holders and exercisable within 90 days of their issuance, if either (i) no\n commission or other remuneration (other than a standby commission) is paid or\n given directly or indirectly for soliciting any security holder in this\n Commonwealth or (ii) the issuer first notifies the Commission in writing of\n the terms of the offer and the Commission does not by order disallow the\n exemption within five full business days after the date of the receipt of the\n notice;\n\n 9. Any offer (but not a sale) of a security for which registration statements\n have been filed, but are not effective, under both this chapter and the\n Securities Act of 1933; but this exemption shall not apply while a stop order\n is in effect or, after notice to the issuer, while a proceeding or examination\n looking toward such an order is pending under either act;\n\n 10. The issuance of not more than three shares of common stock to one or more\n of the incorporators of a corporation and the initial transfer thereof;\n\n 11. Sales of an issue of bonds, aggregating $150,000 or less, secured by a\n first lien deed of trust on realty situated in Virginia, to 30 persons or less\n who are residents of Virginia;\n\n 12. Any offer or sale of any interest in any partnership, corporation,\n association or other entity created solely to provide residential housing\n located in the Commonwealth, provided that such offer or sale is by the issuer\n or by a real estate broker or real estate agent duly licensed in Virginia;\n\n 13. The Commission is authorized to create by rule a limited offering\n exemption, the purpose of which shall be to further the objectives of\n compatibility with similar exemptions from federal securities regulation and\n uniformity among the states; providing that such rule shall not exempt\n broker-dealers or agents from the registration requirements of this chapter,\n except in the case of an agent of the issuer who either (i) receives no sales\n commission directly or indirectly for offering or selling the securities or\n (ii) effects transactions in a security exempt from registration under the\n Securities Act of 1933 pursuant to rules and regulations promulgated under\n § 4(2) thereof. Any filing made with the Commission pursuant to any\n exemption created under this subdivision shall be accompanied by a $250 fee;\n\n 14. The issuance of any security dividend, whether the corporation\n distributing the dividend is the issuer of the security or not, if nothing of\n value is given by stockholders for the distribution other than the surrender\n of a right to a cash dividend where the stockholder can elect to take a\n dividend in cash or in a security;\n\n 15. Any transaction incident to a right of conversion or a statutory or\n judicially approved reclassification, recapitalization, reorganization,\n quasi-reorganization, stock split, reverse stock split, merger, consolidation,\n sale of assets, or exchange of securities;\n\n 16. Any offer or sale of a security issued by a Virginia church if the offer\n and sale are only to its members and the security is offered and sold only by\n its members who are Virginia residents and who do not receive remuneration or\n compensation directly or indirectly for offering or selling the security;\n\n 17. Any offer or sale of securities issued by a professional business entity\n (as defined in subsection A of § 13.1-1102) to a person licensed or\n otherwise legally authorized to render within this Commonwealth the same\n professional services (as defined in subsection A of § 13.1-1102)\n rendered by the professional business entity. Notwithstanding the foregoing,\n nothing in this subdivision shall be deemed to provide that shares of stock,\n partnership or membership interests or other representations of ownership in a\n professional business entity are securities except to the extent otherwise\n provided by subsection A of this section;\n\n 18. Any offer that is communicated on the Internet, World Wide Web or similar\n proprietary or common carrier electronic system and that is in compliance with\n requirements prescribed by rule or order of the Commission;\n\n 19. To the extent the Commission by rule or order permits, any offer or sale\n to an accredited investor, as defined by the Commission, if the issuer\n reasonably believes before the sale that the accredited investor, either alone\n or with the accredited investor’s representative, has such knowledge and\n experience in financial and business matters as to be capable of evaluating\n the merits and risks of the prospective investment. The Commission may assess\n and collect in connection with any filing pursuant to this exemption a\n nonrefundable fee not to exceed $250;\n\n 20. Any transaction by a bank pursuant to an unsolicited offer or order to buy\n or sell any security, provided such transaction is not effected by an employee\n of the bank who is also an employee of a broker-dealer;\n\n 21. To the extent the Commission by rule or order permits, any security issued\n by an entity if:\n \t\t\t\ta. The offering of the security is conducted in accordance with \u00a7\n 3(a)(11) of the Securities Act of 1933 and Rule 147 adopted under the\n Securities Act of 1933 or the U.S. Securities and Exchange Commission’s\n Rule 147A;\n \t\t\t\tb. The offer and sale of the security are made only to residents of\n Virginia. However, for an offering conducted in accordance with the U.S.\n Securities and Exchange Commission’s Rule 147A, the offer may be made\n accessible to residents outside of Virginia provided that the sale of the\n security is made only to residents of Virginia;\n \t\t\t\tc. The aggregate price of securities in an offering under this exemption\n does not exceed $2 million, which sum the Commission, by rule or order, may\n increase or decrease;\n \t\t\t\td. The total consideration paid by any purchaser of securities in an\n offering under this exemption does not exceed $10,000, unless the purchaser is\n an accredited investor as defined by Rule 501 of the U.S. Securities and\n Exchange Commission’s Regulation D (17 C.F.R. \u00a7 230.501). The\n Commission, by rule or order, may increase or decrease such limit on the total\n consideration to be paid by any purchaser of securities in an offering under\n this exemption;\n \t\t\t\te. No compensation is paid to employees, agents, or other persons for the\n solicitation of, or based on the sale of, securities in connection with an\n offering of securities under this exemption to any person who is not\n registered as a broker-dealer or agent, except to the extent permitted by rule\n or order of the Commission;\n \t\t\t\tf. Neither the issuer nor any person related to the issuer is subject to\n disqualification as established by the Commission by rule or order; and\n \t\t\t\tg. The security is sold in an offering conducted in compliance with any\n conditions established by rule or order of the Commission, which may include:\n\n 1. Restrictions on the nature of the issuer;\n\n 2. Limitations on the number and manner of offerings;\n\n 3. Disclosures required to be provided to investors, including disclosures\n of risk factors related to the issuer and the offering;\n\n 4. Requirements that all proceeds received from purchasers be placed in\n escrow in a depository institution located in the Commonwealth until the\n minimum amount of the offering is raised;\n\n 5. Filings with the Commission of notices and other materials related to the\n offering;\n\n 6. Requirements regarding the preparation and submission of the\n issuer’s financial statements, including (i) the form and content of\n such statements and (ii) whether such statements are required to be audited\n or reviewed by an independent certified public accountant in accordance with\n generally accepted accounting principles; and\n\n 7. Requirements that the entity issuing the security is formed, organized,\n or existing under the laws of the Commonwealth. However, for an offering\n conducted in accordance with the U.S. Securities and Exchange\n Commission’s Rule 147A, the entity issuing the security may be formed\n or organized outside the Commonwealth, provided that the entity has its\n principal place of business in the Commonwealth and satisfies at least one\n of the doing business requirements in 17 C.F.R. § 230.147A (c) 2.\n \t\t\t\t\tThe Commission may assess and collect in connection with any filing\n pursuant to this exemption a nonrefundable fee in an amount to be set by the\n Commission by rule or order, provided such amount shall not exceed $500;\n\n 22. Any offer or sale of securities conducted in accordance with Tier 2 of\n federal Regulation A (17 CFR 230.251 to 230.263) promulgated under §\n 3(b)(2) of the Securities Act of 1933 (U.S. Securities and Exchange Commission\n Release No. 33-9741, 80 Fed. Reg. 21806) to the extent such securities are\n preempted from the registration requirements of this chapter pursuant to Tier\n 2 of federal Regulation A. The Commission shall by rule or order prescribe any\n filings with the Commission of notices, renewals, and other materials. The\n Commission may assess and collect in connection with any filing pursuant to\n this exemption a nonrefundable filing fee not to exceed $500. The Commission\n shall provide information on its website regarding the differences between the\n exemption provided pursuant to this subdivision and the exemption provided\n pursuant to subdivision 21; and\n\n 23. Any nonissuer distribution by or through a registered broker-dealer and\n its registered agent of a security that is included in an electronic exchange,\n marketplace, system, or disclosure repository, which exchange, marketplace,\n system, or disclosure repository (i) makes information freely available to the\n public, (ii) is registered under the Securities Exchange Act of 1934 or rules\n promulgated thereunder, or (iii) is an Alternative Trading System regulated by\n the U.S. Securities and Exchange Commission, and is approved by regulations of\n the State Corporation Commission.\n\nC. In any proceeding under this chapter, the burden of proving an exemption\nshall be upon the person claiming it.\n\nHISTORY: Code 1950, \u00a7 13-113; 1956, c. 428; 1966, c. 186; 1970, c. 286; 1972,\nc. 683; 1974, cc. 86, 830; 1975, cc. 75, 500; 1976, c. 656; 1977, c. 111; 1978,\nc. 397; 1981, cc. 347, 356, 362; 1982, c. 262; 1983, cc. 231, 516; 1984, cc.\n298, 771; 1989, c. 388; 1990, c. 6; 1991, c. 223; 1993, c. 75; 1995, cc. 208,\n213, 235; 1996, c. 16; 1997, cc. 279, 538; 1999, c. 92; 2001, c. 722; 2003, c.\n595; 2007, c. 457; 2015, cc. 354, 400; 2016, c. 260; 2020, cc. 256, 279, 331.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}