New York Codes, Rules and Regulations
Title 13 - DEPARTMENT OF LAW
Chapter IV - INTRASTATE FINANCING
Part 80 - INTRASTATE FINANCING
Section 80.1 - General provisions and definitions
Current through Register Vol. 45, No. 52, December 27, 2023
(a) Effective date.
These regulations shall become effective November 1, 1968.
(b) Short title.
Chapter 1093 of the Laws of 1968 when referred to in all rules and regulations promulgated by the Attorney-General relating thereto, shall be referred to as the "New York Intrastate Financing Act".
(c) Administration.
The Condominium, Theatre and Syndication Financing Bureau of the Department of Law shall be responsible for the administration of the New York Intrastate Financing Act. Whenever in these regulations there is a reference to a submission or filing with the Department of Law this shall mean the Condominium, Theatre and Syndication Financing Bureau at 28 Liberty Street, New York, NY 10005.
(d) Offering literature.
The offering prospectus required to be used by section 359-ff, subdivision 1, of the General Business Law shall be the only offering material used in this State and shall contain a full and fair summary of all of the material aspects of the offering. The prospectus shall be effective for a period of six months from the date of filing with the Department of Law unless material events occur sooner, in which event the prospectus shall be amended. It may be printed, mimeographed, photocopied, lithographed, typewritten or prepared by any similar process in clearly legible copies of an easily readable type size. If the offering is to be made to a group whose primary language is not English, the prospectus should be in both the primary language and in English. Photographs, drawings and color pages may be used, but may not be used in a way that would tend to be misleading. Twenty-five copies of such prospectus shall be filed as provided herein. The Attorney-General in his discretion, may permit prefiling of three copies of a draft of a proposed prospectus with underlying documents, for preliminary conference purposes. Such submission is not a filing requirement under section 359-ff or these regulations (see section 80.13, infra).
(e) Forms (filing).
Unless otherwise provided by these regulations, the prospectus filed with the Department of Law pursuant to the Intrastate Financing Act shall be accompanied in the original filing by two copies of form INTRASTATE-1 (Filing of Intrastate Prospectus) issued by the Attorney-General for such purposes. All documentation relating to the offering shall accompany such filing, together with the filing fee provided by law.
(f) Amendment form.
Unless otherwise provided by these regulations, documents filed with the Department of Law to supplement or amend a prospectus already filed pursuant to the foregoing subdivision shall be accompanied by two copies of form INTRASTATE-2 (Amendment to Prospectus) issued by the Attorney-General for such purposes. Such form together with five copies of the supplemental or amended prospectus shall be filed with the Department of Law.
(g) Withdrawal form.
Unless otherwise provided by regulation, two copies of form INTRASTATE-3 (Withdrawal of Offering) shall be filed by the promoters of every intrastate offering which is abandoned either prior to the actual solicitation of funds or after returning in full all funds obtained as a result of such offering. Such form shall be filed within 15 days of the abandonment.
(h) Status report form.
Unless otherwise provided by regulation, two copies of form INTRASTATE-4 (Status Report of Intrastate Financing) shall be filed by every intrastate issuer of securities who either files a prospectus or receives an exemption from the prospectus requirements of the New York Intrastate Financing Act within 30 days after the completion or termination of the offering or six months after the date the prospectus was filed with the Department of Law or an exemption granted, whichever is sooner. Further, said form shall be filed thereafter every six months or 30 days after completion or termination of the offering, whichever is sooner, until the offering is either completed or terminated.
(i) Identification numbers.
The Department of Law may assign identification numbers to all offerings filed with it or exempted on application. If so assigned, said identification shall appear on all offering literature used in this State and in all authorized advertisements, unless otherwise exempted.
(j) Definitions.
As used in these regulations, the following definitions shall apply, along with those which may hereinafter appear, to the extent that they are not inconsistent with the definitions of article 23-A of the General Business Law, or where the context otherwise requires:
A written or oral request to participate in an investment initiated initially by either a potential seller or buyer of a security. An authorized advertisement shall not be considered an offering.
All officers, directors, principals or controlling persons of a venture.
A group where a family or long time business or personal relationship exists between one or more of the promoters and each and every member of the group.
Includes stocks, bonds, debentures, notes, IOUs or other evidences of indebtedness, general or limited partnership interests, assignments of interest, joint venture agreements, investment contracts, membership certificates, collateral pledge agreements, warrants, rights, fractional undivided interests, trust certificates, warehouse receipts, certificates of participation and all other types of participation interests in an investment.
An offering which seeks to raise no more than $40,000, not including the personal investment of promoters.
Amended New York State Register July 3, 2018/Volume XL, Issue 27, eff. 7/3/2018
