WSR 16-01-048
(Securities Division)
[Filed December 10, 2015, 8:20 a.m.]
Subject of Possible Rule Making: The division is considering amending the limited offering exemption in WAC 460-44A-504, as well as the crowdfunding rules contained in chapter 460-99C WAC, in the event the federal Securities and Exchange Commission (SEC) adopts amendments that have been proposed to related federal rules. The public is welcome to submit comments to be considered by the division in the drafting of rules to be proposed at a later date.
Statutes Authorizing the Agency to Adopt Rules on this Subject: RCW 21.20.450, 21.20.886, 21.20.320 (9), (17).
Reasons Why Rules on this Subject may be Needed and What They Might Accomplish: On October 30, 2015, SEC proposed amendments to Rule 504 of federal Regulation D and Rule 147 of the Securities Act of 1933. In particular, SEC proposed to increase the aggregate amount of securities that may be offered and sold in reliance on Rule 504 of Regulation D from $1,000,000 to $5,000,000 and to disqualify certain bad actors from participating in Rule 504 offerings. Additionally, SEC proposed to modernize Rule 147, including removing Rule 147 from the statutory parameters of Section 3 (a)(11) of the Securities Act of 1933 and establishing a new exemption under Section 28 to facilitate offerings relying upon recently adopted intrastate crowdfunding exemptions under state securities laws.
Certain Washington exemptions from registration correspond to or require compliance with Rule 504 of Regulation D or Section 3 (a)(11) and Rule 147 adopted thereunder. Should SEC adopt any of its proposed amendments to Rules 147 or 504, the division plans to amend its own rules to ensure coordination of our rules and to promote capital formation.
Other Federal and State Agencies that Regulate this Subject and the Process Coordinating the Rule with These Agencies: SEC regulates the offer and sale of securities under the Securities Act of 1933. The division is considering amending its rules to ensure their coordination with related SEC rules.
Process for Developing New Rule: The securities division is soliciting comments from interested persons and will adopt rules only after the consideration of public comments, as well as the final adoption of rules by SEC.
Interested parties can participate in the decision to adopt the new rule and formulation of the proposed rule before publication by contacting Michelle Webster, Esq., Financial Legal Examiner, P.O. Box 9033, Olympia, WA 98507-9033, e-mail
December 10, 2015
William M. Beatty
Securities Administrator