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Series 63: Regulation of Securities & Issuers
Series 63 practice questionmediumPreorganization Subscription—Payment Rules

Which of the following would invalidate the preorganization subscription exemption under the Uniform Securities Act?

  1. AHaving 8 subscribers who pay for their interests before the organization is formed✓ Correct answer
  2. BHaving 8 subscribers who have not paid for their interests until the organization is formed
  3. CHaving 10 subscribers who make no payment until the organization is formed
  4. DHaving 10 subscribers who have not paid for their interests
Explanation

Why AHaving 8 subscribers who pay for their interests before the organization is formed

Advance payment before formation defeats the preorganization-subscription exemption. The exemption also requires no more than 10 subscribers and no commission for solicitation; the revised C and the original B/D satisfy the facts stated.

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