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Series 63: Regulation of Securities & Issuers
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?

  1. AStates may require a notice filing and fees, but not registration or merit review✓ Correct answer
  2. BStates may require full registration and qualification
  3. CStates may prohibit the sale based on their own suitability standards
  4. DStates have no authority to require any filing or fee
Explanation

Why AStates 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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