Nebraska Administrative Code
Topic - BANKING AND FINANCE, DEPARTMENT OF
Title 48 - DEPARTMENT OF BANKING AND FINANCE
Chapter 39 - CONDITIONS AND INFORMATION REQUIREMENTS FOR THE SECTION 8-1111(24) CROWDFUNDING EXEMPTION
Section 48-39-011 - METHOD OF OFFERING

Universal Citation: 48 NE Admin Rules and Regs ch 39 ยง 011

Current through March 20, 2024

All offers and sales of securities pursuant to this Rule shall be made through one or more funding portals operated by a portal operator, subject to the following:

011.01 The portal operator shall, prior to offering securities on its funding portal, conduct a reasonable investigation of the background and regulatory history of each issuer whose securities are to be offered on the funding portal and of each of the issuer's directors, executive officers, general partners, managing members, or other persons with management authority over the issuer. The portal operator must deny an issuer access to its funding portal if the portal operator has a reasonable basis for believing that:

011.01A The issuer does not meet the requirements of Section 003, above, or the exemption is not available for the issuer pursuant to Section 004, above;

011.01B The issuer or any of its directors, executive officers, general partners, managing members, or other persons with management authority over the issuer, is subject to a disqualification under Section 005, above;

011.01C The issuer has engaged in, is engaging in, or the offering involves any act, practice, or course of business that will, directly or indirectly, operate as a fraud or deceit upon any person; or

011.01D It cannot adequately or effectively assess the risk of fraud by the issuer or its potential offering.

011.02 The portal operator shall establish and maintain, during the time that the offering appears on the funding portal, a secure method of communication through the funding portal itself that will permit potential and actual investors to communicate with one another and with representatives of the issuer about the offering. Further, the foregoing communications must be made visible and accessible, at all times during the time the offering appears on the qualified portal, to all those with access to the offering materials of issuer.

011.03 The portal operator shall obtain, either in writing or electronically, an affirmative declaration from a potential purchaser that the potential purchaser is a Nebraska resident before allowing such person any access to any information concerning an offering conducted pursuant to this subsection. In the event that portal operator has knowledge or reason to believe that a potential investor is not a Nebraska resident, the portal operator shall deny or revoke the potential investor's access to such information.

011.04 The portal operator shall make available to potential investors via the funding portal, the disclosure document prescribed by Neb. Rev. Stat. § 8-1111(24)(a)(xi). The disclosure document shall be in a format that reasonably permits a person accessing the funding portal to print, save, download, or otherwise store the disclosure document.

011.05 The portal operator shall in connection with a sale of a security listed on the funding portal:

011.05A Obtain the certification from the investor prescribed by Neb. Rev. Stat. § 8-1111(24)(a)(viii).

011.05B Obtain certification from the investor that the investor qualifies as an accredited investor as defined in this subdivision, if the investor is investing more than five thousand dollars ($5,000.00).

011.05C Obtain an affirmative representation, in writing or electronically, that the investor is a resident of Nebraska along with documentation evidencing such residence. Any of the following documents are acceptable to prove residence in the state of Nebraska:
011.05C1 A valid driver's license or identification card issued by the State of Nebraska;

011.05C2 A valid Nebraska voter registration card; or

011.05C3 Property tax records showing that the investor owns and occupies property in this state as his or her principal residence.

011.05D Provide to the issuer a copy of the signed subscription agreement and all documents collected from the investor pursuant to subsections 011.05A through 011.05C, above.

Disclaimer: These regulations may not be the most recent version. Nebraska may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.