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I run a Delaware corp and am considering getting a convertible note for $15,000 from a family member in California. Business is a website, I work from California without any physical presence in DE.
I believe the convertible note is exempt from the SEC registration because of the “private placement” exemption: the family member is able to bear the investment's economic risk; I’ve given access to the type of information normally provided in a prospectus for a registered securities offering; and they agree not to resell or distribute the securities to the public.
1) “Private placement” exempt securities only have to file Form D with the SEC, right?
2) Must I register the convertible note with the California and/or Delaware authorities and, if so, where?
Thank you very much. I realize retaining an attorney would be a great option due to potential liability involved but at this point all I need is somebody to point me in the right direction.