Yesterday the Nevada Secretary of State posted a media release regarding new regulations that went into effect regarding public solicitations for investors. The article warns that it could open the floodgate to a wave of securities fraud and that investors should educate themselves of the new rule- Regulation D Rule 506(c) of the Securities Act.
In April 2012 Congress passed the Jumpstart Our Business Startups (JOBS) Act, which changed the way that this rule allows offerings to be sold. According to the article private placement offerings of securities, such as stocks, bonds and other instruments are exempt from SEC registration requirements. Furthermore the state of Nevada does not review them for verification of information or level of risk.
Additionally it states that under this new rule companies are allowed to publicly solicit investors and advertise the sale of securities without registering the offering with either the SEC or any state if certain requirements are met. These investments may be sold via television commercials, newspaper ads, internet sales and cold calls.
“This rule change provides a new solicitation platform that is another avenue for swindlers to scam investors, so I urge investors to perform due diligence and thoroughly check the offerings before investing,” said Secretary Miller.
Previously such offerings were only made known through investment professionals or word of mouth. As a precaution to protect investors from fraud, they should fully understand the following:
• These offerings often involve companies with a limited history.
• There may not have been a regulatory background check of the sellers, managers or officers of the company issuing the investment.
• They often promise higher rates of return- and come with higher risk.
• These securities are generally illiquid, which means you may have a limited ability to get out of the investment and may hold it indefinitely.
• You may be offered less information than a public offering.
• No regulator has confirmed that the risk disclosure or information about the company is adequate.
Regulation D Rule 506 investments, if sold via advertisements or general solicitation, may only be sold to accredited investors. An accredited investor is:
• A natural person must have a net worth , exclusive of your primary residence, of more than $1 million, or
• Have had an income over $200,000 individually, or $300,000 with your spouse, in each of the last tow years, and expect to earn the same amount this year.
For a complete summary of the proposed regulations that went into effect 9/23/13 go to http://www.sec.gov/rules/proposed/2013/33-9416.pdf.
Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.
Tuesday, September 24, 2013
Tuesday, September 10, 2013
Amendments to Articles
Contributed by Deanna Kelly, Office Manager
Before you file an Amendment to the Articles with the Secretary of State you have a couple things to consider:
• You will need signed Special Meeting Minutes and a Resolution in your book reflecting that the Board met and voted in favor of the Amendment.
• If you are changing the name of your corporation you will need to then update your corporate record book. You will need the new name on the book, the stock certificates & corporate seal.
You will also need to notify your bank, vendors and customers of the new name.
• If you are changing the amount or par value of the corporations stock you will need to replace and reissue stock certificates reflecting the current amount of stock/par value.
As always, record keeping is the life of your corporation. Any changes in the corporation need to be documented with a meeting, vote, minutes and a resolution. All need to be signed and placed in your corporate book behind the “Minutes” tab along with all your Annual Minutes in chronological order.
Should you need assistance with filing an Amendment or obtaining replacement stock certificates, etc. give us a call. We'll be happy to help.
Other recommended reading
IRS Audits and Record Keeping
http://elitebookkeepingtaxservices.blogspot.com/2013/05/irs-audits-and-record-keeping.html
Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.
Before you file an Amendment to the Articles with the Secretary of State you have a couple things to consider:
• You will need signed Special Meeting Minutes and a Resolution in your book reflecting that the Board met and voted in favor of the Amendment.
• If you are changing the name of your corporation you will need to then update your corporate record book. You will need the new name on the book, the stock certificates & corporate seal.
You will also need to notify your bank, vendors and customers of the new name.
• If you are changing the amount or par value of the corporations stock you will need to replace and reissue stock certificates reflecting the current amount of stock/par value.
As always, record keeping is the life of your corporation. Any changes in the corporation need to be documented with a meeting, vote, minutes and a resolution. All need to be signed and placed in your corporate book behind the “Minutes” tab along with all your Annual Minutes in chronological order.
Should you need assistance with filing an Amendment or obtaining replacement stock certificates, etc. give us a call. We'll be happy to help.
Other recommended reading
IRS Audits and Record Keeping
http://elitebookkeepingtaxservices.blogspot.com/2013/05/irs-audits-and-record-keeping.html
Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.
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