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Electronic Code of Federal Regulations: Regulation D Offerings. 33-7644. SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 230 [Release No. 33-7644; S7-14-98] RIN: 3235-AH35 Revision of Rule 504 of Regulation D, the "Seed Capital" Exemption AGENCY: Securities and Exchange Commission.

33-7644

ACTION: Final rule. SUMMARY: The Securities and Exchange Commission ("we" or "Commission") is adopting amendments to Rule 504 of Regulation D, which provides an exemption from Securities Act registration for securities offerings of non-reporting companies that do not exceed an aggregate annual amount of $1 million. Recent fraudulent secondary transactions in the over-the-counter markets of "microcap" companies have involved freely tradable securities issued in Rule 504 offerings. General Solicitation defined. By John Jacob Tollefsen [written before Reg D 506(c) adopted] The small business raises all the capital it can from friends, relatives, and everyone it knows who has money.

General Solicitation defined

Is The Securities Act “No Public Solicitation Or General Advertising” Rule In Violation Of Our Freedom Of Speech? Q&A: Small Business and the SEC. A guide for small businesses on raising capital and complying with the federal securities laws Important Note This guide reflects the views of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”).

Q&A: Small Business and the SEC

It is not intended to express any statements of the SEC, and the SEC has neither approved nor disapproved its contents. This guide is not a legal interpretation or statement of SEC policy, nor is it a comprehensive manual on the regulation of private securities offerings, registered public offerings or the laws and regulations applicable to small businesses.

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North American Securities Administrators Association (NASAA)