| name | intrastate-offering |
| title | Intrastate Offering Compliance (Rule 147/147A) |
| description | Produces a compliance memo and execution plan for U.S. intrastate securities offerings under Rule 147 or Rule 147A with state registration by qualification. Covers safe harbor selection, doing-business tests, residency verification, advertising controls, resale restrictions, integration analysis, and blue sky registration. Trigger when the user mentions intrastate offering, Rule 147, Rule 147A, registration by qualification, single-state offering, Section 3(a)(11), state-only fundraising, in-state investor requirements, resale restriction legends, or says "we're only raising in one state." |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/intrastate-offering |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | securities |
| language | en |
Intrastate Offering Compliance (Rule 147/147A)
One out-of-state sale destroys the exemption — potentially retroactively for all investors. Unlike Rule 506, no NSMIA preemption exists; the issuer must also satisfy full state registration. This skill prevents the common failures: inadequate residency verification, uncontrolled advertising reach, failed doing-business tests, and integration with concurrent offerings.
Intake (Mandatory)
Gather before drafting unless the user says "use defaults" or "just draft":
- Issuer details — state of formation, principal office, org chart
- Operations by state — revenues, assets, employees, locations; current financials
- Offering terms — security type, size, pricing, use of proceeds, escrow, commissions
- Draft materials — term sheet, offering document, subscription agreement, marketing copy
- Distribution plan — channels, internet use
- Residency verification process — online/offline workflow, document retention
- Prior and planned offerings — types, dates, investor pools (6-month look-back/forward)
- State blue sky rules — registration forms, examiner guidance, filing requirements
Defaults if no response: Rule 147A; registration by qualification; standard residency documentation. Label all defaults.
Step 1: Select Safe Harbor (Rule 147 vs. 147A)
| Factor | Rule 147 [VERIFY] | Rule 147A [VERIFY] | Decision |
|---|
| Issuer formation | Must be in offering state | Out-of-state OK | Formed elsewhere → 147A |
| Principal place of business | Required | Required | Document "nerve center" |
| General solicitation | Restricted | Permitted with legends | Broad internet → 147A |
| Offers to out-of-state | Risky | OK if sales in-state only | Confirm offer definition |
Verify current text: 17 CFR 230.147, 230.147A, 230.152; Securities Act §§ 3(a)(11), 5, 17(a) [VERIFY].
Step 2: Analyze Doing-Business Tests
All four must be met. Document evidence for each:
| Test [VERIFY] | Threshold | Evidence |
|---|
