WSR 17-04-059 EXPEDITED RULES DEPARTMENT OF
FINANCIAL INSTITUTIONS
(Securities Division)
[Filed January 27, 2017, 1:34 p.m.]
Title of Rule and Other Identifying Information: The securities division proposes to repeal WAC 460-44A-505 Uniform offering exemption for limited offers and sales of securities not exceeding $5,000,000, in light of the recent repeal of the corresponding federal exemption from securities registration.
NOTICE
THIS RULE IS BEING PROPOSED UNDER AN EXPEDITED RULE-MAKING PROCESS THAT WILL ELIMINATE THE NEED FOR THE AGENCY TO HOLD PUBLIC HEARINGS, PREPARE A SMALL BUSINESS ECONOMIC IMPACT STATEMENT, OR PROVIDE RESPONSES TO THE CRITERIA FOR A SIGNIFICANT LEGISLATIVE RULE. IF YOU OBJECT TO THIS USE OF THE EXPEDITED RULE-MAKING PROCESS, YOU MUST EXPRESS YOUR OBJECTIONS IN WRITING AND THEY MUST BE SENT TO Michelle Webster, Washington Department of Financial Institutions, Securities Division, 150 Israel Road S.W., Tumwater, WA 98501, AND RECEIVED BY April 3, 2017.
Purpose of the Proposal and Its Anticipated Effects, Including Any Changes in Existing Rules: WAC 460-44A-505 provides an exemption from state securities registration requirements for offerings made in reliance on the federal Regulation D, Rule 505 exemption from federal registration requirements. On October 26, 2016, the Securities and Exchange Commission (SEC) adopted final rules amending exemptions to facilitate intrastate and regional securities offerings. See SEC Rulemaking Release No. 33-10238, titled "Exemptions to Facilitate Intrastate and Regional Securities Offerings," available at https://www.sec.gov/rules/final/2016/33-10238.pdf. Included in these amendments is a repeal of federal Rule 505 in its entirety. The repeal of federal Rule 505 will be effective on May 22, 2017. The securities division's proposed rule making will align state law with recent changes in federal law. Expedited rule making is authorized by RCW 34.05.353 (1)(b), as the proposed amendments adopt, without material change, amendments made to federal law.
Reasons Supporting Proposal: As stated above, WAC 460-44A-505 is available to offerings made in reliance on the federal Regulation D, Rule 505 exemption from federal registration requirements. Once the repeal of federal Rule 505 becomes effective, businesses will be unable to rely on the corresponding exemption from state registration requirements in WAC 460-44A-505.
Statute Being Implemented: RCW 21.20.320(17).
Rule is necessary because of federal law, 17 C.F.R. § 230.505.
Name of Proponent: Department of financial institutions, securities division, governmental.
Name of Agency Personnel Responsible for Drafting: Michelle Webster, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8736; Implementation: Gloria Papiez, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8707; and Enforcement: William Beatty, 150 Israel Road S.W., Tumwater, WA 98501, (360) 902-8723.
January 25, 2017
Gloria Papiez
Director
REPEALER
The following section of the Washington Administrative Code is repealed:
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