Series 63 practice questionhardPreemption of State Laws
A company is offering shares in a private placement under Rule 506 of Regulation D. What is the extent of state authority over the offer and sale of these securities?
- AStates may require a notice filing and fees, but not registration or merit review✓ Correct answer
- BStates may require full registration and qualification
- CStates may prohibit the sale based on their own suitability standards
- DStates have no authority to require any filing or fee
Explanation
Why A — States may require a notice filing and fees, but not registration or merit review
Rule 506 Regulation D offerings are federally covered securities (USA Section 18(b)(4)(E)). States may require only notice filings and fees, not full registration (B), suitability application (C), nor can they ignore notice filings (D).
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