Series 63 practice questionmediumExempt Transactions — Private Placements
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.
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