class of your company's securities is registered under the Exchange Act, the company, as well as its shareholders
and management, are subject to various reporting requirements, explained below.
Ongoing Exchange Act periodic
company registers a class of securities under the Exchange Act, it must file the same annual, periodic, and current
reports that are required as a result of Securities Act registration, as explained above. This obligation continues
for as long as the company exceeds the reporting thresholds. If your company's securities are traded on an exchange
or on Nasdaq, the company must continue filing these reports as long as the securities trade on those markets, even
if your company falls below the thresholds.
Are There Legal Ways To Offer and
Sell Securities Without Registering With the SEC?
Your company's securities offering may qualify for one of several exemptions from the registration requirements. We
explain the most common ones below. You must remember, however, that all securities transactions, even exempt
transactions, are subject to the antifraud provisions of the federal securities laws. This means that you and your
company will be responsible for false or misleading statements, whether oral or written. The government enforces
the federal securities laws through criminal, civil and administrative proceedings. Some enforcement proceedings
are brought through private law suits. Also, if all conditions of the exemptions are not met, purchasers may be
able to obtain refunds of their purchase price. In addition, offerings that are exempt from provisions of the
federal securities laws may still be subject to the notice and filing obligations of various state laws. Make sure
you check with the appropriate state securities administrator before proceeding with your offering.