For a mock NASAA exam, assume the administrator is testing this exact point. Focus on what changes once the scenario is viewed through state law. Under the Uniform Securities Act, a private placement (limited offering) exemption generally requires that:

AThe securities be offered to no more than a specified number of persons during a 12-month period, no general solicitation is used, and no commissions are paid to non-registered persons
BAll purchasers be accredited investors under Regulation D
CThe securities be listed on a national exchange
DThe issuer file a full registration statement with the state✓ Correct answer

Explanation

Why D — The issuer file a full registration statement with the state

Under USA Section 402(b), the private placement or limited offering exemption requires that securities be offered to a limited number of persons (typically 10 or fewer) during a 12-consecutive-month period, the seller reasonably believes all buyers are purchasing for investment, no general solicitation or advertising is used, and no commissions are paid for soliciting non-institutional purchasers. State-law analysis leads to the same conclusion despite the alternate scenario.

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