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Can I use crowdfunding to raise money without violating securities laws in Wyoming? What are the requirements?

Requirements for Crowdfunding in Wyoming

To raise money through crowdfunding in Wyoming without violating securities laws, you can use the Intrastate Crowdfunding Exemption under WYST 17-4-203. To qualify for this exemption, you must meet the following requirements:

  1. The issuer of the security must be incorporated or organized under the laws of Wyoming, be a resident of Wyoming, and authorized to do business in Wyoming.
  2. The transaction must meet the requirements for the federal exemption for intrastate offerings under section 3(a)(11) of the Securities Act of 1933 and SEC Rule 147 or Rule 147A.
  3. The sum of all cash and other consideration to be received for all sales of the security in reliance on this exemption does not exceed $3,000,000, less the aggregate amount received for all sales of securities by the issuer within the twelve months before the first offer or sale made in reliance on this exemption, if the issuer has not made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer’s most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable; or $10,000,000, less the aggregate amount received for all sales of securities by the issuer within the twelve months before the first offer or sale made in reliance on this exemption, if the issuer has made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer’s most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable.
  4. The issuer has not accepted more than $25,000 from any single purchaser unless the purchaser is an accredited investor as defined by SEC Regulation D Rule 501.
  5. At least ten days before an offer of securities is made in reliance on this exemption or the use of any publicly available website in connection with an offering of securities in reliance on this exemption, the issuer files a notice with the secretary of state that contains all of the required information.
  6. The issuer requires each purchaser to certify in writing that they understand and acknowledge the risks involved in the investment and that they are a Wyoming resident at the time the contract is formed.
  7. The securities are not registered under federal or state securities laws and are subject to limitations on transfer or resale.

Note that if you resell any of the securities you acquire in this offering to a person that is not a Wyoming resident within six months after the closing of the offering, your contract with the issuer for the purchase of these securities is void.

[1.2] provides information on the Wyoming Works Program, which is not relevant to the query.

[1.3] provides information on the exemption from securities registration for corporations organized under the provisions of WYST 17-11-118, which is not relevant to the query.

[1.4] provides information on the penalty for contestants violating rules of commission, which is not relevant to the query.

Source(s):
Jurisdiction

Wyoming