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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumPrivate Placement—Resale Restrictions

Which of the following is a requirement for a transaction to qualify for the private placement exemption under the USA?

  1. ASecurities purchased may be freely resold without restriction
  2. BSecurities purchased are subject to resale restrictions✓ Correct answer
  3. CSecurities may be advertised to the public
  4. DSales commissions are paid to agents for all sales
Explanation

Why BSecurities purchased are subject to resale restrictions

Private placements must impose resale restrictions to prevent public distribution (USA 402(b)(9)). Public advertising or unrestricted resale would void the exemption.

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