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Can I raise money through an initial coin offering (ICO) without violating securities laws in Pennsylvania? What are the requirements?

Requirements for Conducting an ICO in Pennsylvania

To determine whether you can raise money through an initial coin offering (ICO) without violating securities laws in Pennsylvania, you need to consider the requirements for conducting an ICO in Pennsylvania.

Pennsylvania’s securities laws are based on the Uniform Securities Act of 2002, which defines a security as “an investment in a common enterprise with the expectation of profits to be derived from the efforts of others” [3].

Accordingly, if your ICO involves the sale of securities, you must comply with Pennsylvania’s securities laws, which require the registration of securities offerings unless an exemption applies [3].

Exemptions from Registration

Pennsylvania’s securities laws provide several exemptions from registration, including exemptions for offerings that meet certain criteria, such as:

  • Intrastate offerings: If your ICO is limited to Pennsylvania residents and meets other requirements, you may be able to rely on the intrastate offering exemption [3].
  • Private offerings: If your ICO is limited to a small number of sophisticated investors who have access to information about the investment, you may be able to rely on the private offering exemption [3].
  • Crowdfunding offerings: If your ICO meets the requirements of the federal crowdfunding exemption, you may be able to rely on the Pennsylvania crowdfunding exemption [3].

Conclusion

To determine whether you can raise money through an ICO without violating securities laws in Pennsylvania, you should consult with a securities attorney who can advise you on the specific requirements that apply to your ICO.

Please note that this response is based on general information and is not legal advice. You should consult with a securities attorney for advice on your specific situation.

[3]:

Source(s):
Jurisdiction

Pennsylvania