Wednesday, April 11, 2012

Idaho Interprets "Present In This State" and "Sale" for Limited Offering Exemption

The Senior Securities Analyst for the Idaho Securities Bureau, in a no-action letter grant of the limited offering exemption for sales or offers to sell an issuer's securities to not more than 10 purchasers present in this state during a 12-month consecutive period, interpreted the term
"present in this state" as either residents of Idaho or within Idaho's borders at the time of the sale, and reiterated from Section 30-14-102 (26) of the Idaho Uniform Securities Act, the definition of a sale as "every contract of sale, contract to sell, or disposition of, a security or interest in a security for value," with a transaction considered a sale at the time value is give for the security. The start-up company requesting the limited offering exemption at Section 30-14-202 (14) of the Idaho Act was comprised solely of the company's two owner-investors who resided not in Idaho but in Washington State.