Memorializing Exempt Securities Small Business Stock Ohio
Gino Zavarella Attorney and Counselor at Law 216-831-8678
Memorializing Exempt Securities
Law. The Ohio Revised Code, §1707.03(O) creates an exemption for the registration of securities under the Ohio Blue Sky laws. Form 3-O no longer needs to be filed and no fee is required. Therefore, an exemption under §1707.03 of the Code is a self-executing exemption.
What to Do: While not a requirement, it is highly recommended that reliance on the exemption be memorialized. The Ohio Division of Securities recommends that reliance on ORC §1707.03(O) is mentioned in writing and kept with the issuer's start-up documents or in the entity's minute book. It is further advised that express reference is made to the provisions of the statute and that its conditions have been satisfied. Beyond the importance of good record keeping, memorializing the exemption will be invaluable with respect to future securities offerings, due diligence examinations and an examination by the Ohio Division of Securities.