WSR 15-08-059

PREPROPOSAL STATEMENT OF INQUIRY

[Filed March 27, 2015, 11:09 a.m.]

Subject of Possible Rule Making: The securities division is planning to propose rules to preserve filing requirements in connection with offerings of securities to be made under Tier 2 of the Securities and Exchange Commission's newly adopted rules for Regulation A offerings.

Statutes Authorizing the Agency to Adopt Rules on this Subject: RCW 21.20.327, 21.20.340, 21.20.450.

Reasons Why Rules on this Subject may be Needed and What They Might Accomplish: The securities division is planning to propose rules to preserve filing requirements in connection with Tier 2 offerings under Regulation A so that it may continue to provide oversight of these offerings in the interest of investor protection.

Other Federal and State Agencies that Regulate this Subject and the Process Coordinating the Rule with These Agencies: On March 25, 2015, the Securities and Exchange Commission adopted final rules providing for a federal exemption from registration for offerings of securities of up to $50 million as authorized by the JOBS Act of 2012. See amendments to Regulation A, Securities Act Release Nos. 33-9741, 34-74578, 39-2501, available at http://www.sec.gov/rules/final/2015/33-9741.pdf. These rules adopt a definition of "qualified purchaser" pursuant to Sec. 18 (b)(3) of the Securities Act of 1933 that extends to "any person to whom securities are offered or sold" in offerings of up to $50 million in a Tier 2 offering under federal Regulation A. While the effect of defining a "qualified purchaser" in this manner is to preempt the states from requiring registration of these smaller and less regulated offerings, states retain the authority to require the filing of offering materials, a consent to service of process, and fees that would otherwise be required in the absence of preemption. The securities division is filing this notice to commence the rule-making process to require the filing of offering materials, a consent to service of process, and the fees that would otherwise be required in connection with the registration of these securities offerings but for preemption by the Securities and Exchange Commission.

Process for Developing New Rule: The securities division will adopt rules after considering all comments received.

Interested parties can participate in the decision to adopt the new rule and formulation of the proposed rule before publication. Comments may be directed to Faith Anderson, Esq., Chief of Registration and Regulatory Affairs, Securities Division, Department of Financial Institutions, P.O. Box 9033, Olympia, WA 98507-9033, phone (360) 725-7825, fax (360) 704-6480, e-mail faith.anderson@dfi.wa.gov.

March 27, 2015

William M. Beatty

Securities Administrator