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Can I offer equity to investors without violating securities laws in Idaho? What are the requirements?

To offer equity to investors in Idaho, you must comply with the securities laws of the state. The Idaho Securities Act requires the registration of securities offerings unless an exemption applies [1.1]([1.2]).

Exempt Securities

Certain securities are exempt from registration requirements under the Idaho Securities Act [1.1]([1.1]). These include securities issued by the United States, a state, a political subdivision of a state, or a public authority, agency, or instrumentality of one or more states. Securities issued by a foreign government with which the United States maintains diplomatic relations or any of its political subdivisions are also exempt. Additionally, securities issued by certain financial institutions, insurance companies, and non-profit organizations may be exempt.

Exempt Transactions

Certain transactions are exempt from registration requirements under the Idaho Securities Act [1.6]([1.6]). These include isolated nonissuer transactions and nonissuer transactions by or through a broker-dealer registered or exempt from registration under the Act.

If your equity offering does not qualify for an exemption, you must register the offering with the Idaho Securities Division [1.1]([1.2])[1.5]([1.5]). The registration statement must specify the amount of securities to be offered in Idaho, the states in which a registration statement or similar record in connection with the offering has been or is to be filed, and any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the Securities and Exchange Commission, or a court [1.5]([1.5]).

A registration statement must be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under the Idaho Securities Act. A filing fee of $300 is required [1.5]([1.5]).

It is recommended that you consult with a licensed attorney in Idaho who specializes in securities law for further guidance on the requirements for offering equity to investors in Idaho [1.1]([1.2])[1.5]([1.5]).

Note that this response is not exhaustive and is intended for informational purposes only. It is not legal advice.

Source(s):
Jurisdiction

Idaho