Exemption from registration clause: Copy, customize, and use instantly
Introduction
An exemption from registration clause outlines the conditions under which a party is not required to register certain securities, transactions, or activities with a regulatory authority. This clause is critical for ensuring compliance with applicable laws while avoiding unnecessary administrative burdens.
Below are templates for exemption from registration clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard exemption from registration clause
This variation specifies reliance on common legal exemptions.
The Parties agree that the issuance and transfer of securities under this Agreement are exempt from registration under [specific regulation, e.g., Regulation D] due to compliance with applicable exemption criteria, including the accredited investor requirements.
Exemption for private placements clause
This variation applies to private securities offerings.
The securities offered under this Agreement are exempt from registration pursuant to the private placement exemptions outlined in [specific statute or regulation, e.g., Section 4(a)(2) of the Securities Act]. The Issuer will ensure compliance with all conditions necessary for maintaining this exemption.
Exemption for intrastate offerings clause
This variation applies to offerings within a single state.
The securities issued under this Agreement are exempt from registration under the intrastate offering exemption provided by [specific state law or regulation]. The Issuer certifies that all sales will be made exclusively to residents of [state].
Exemption for non-public transactions clause
This variation addresses non-public transactions.
The transactions contemplated under this Agreement qualify as non-public offerings exempt from registration under [specific rule, e.g., Rule 506(b)]. The Parties agree to limit the number of non-accredited investors to ensure continued compliance with this exemption.
Exemption for small offerings clause
This variation applies to offerings under a specific financial threshold.
The securities offered under this Agreement qualify for exemption from registration pursuant to [specific rule, e.g., Rule 504 of Regulation D], as the total offering amount does not exceed [amount]. The Issuer agrees to adhere to all disclosure requirements applicable to this exemption.
Exemption for securities issued to affiliates clause
This variation applies to securities issued within a corporate structure.
The securities issued under this Agreement are exempt from registration as they are exclusively issued to affiliates of the Issuer, in compliance with [specific rule, e.g., Rule 144A], and will not be offered to the public.
Exemption for foreign offerings clause
This variation applies to international securities offerings.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation S], as the offering is conducted outside the United States and complies with all applicable foreign laws.
Exemption for nonprofit entities clause
This variation applies to securities issued by nonprofits.
The securities issued under this Agreement are exempt from registration under [specific rule or law, e.g., Section 3(a)(4) of the Securities Act], as they are issued by a nonprofit organization for fundraising purposes.
Exemption for government securities clause
This variation applies to securities issued by governments or public entities.
The securities issued under this Agreement are exempt from registration under [specific law, e.g., Section 3(a)(2) of the Securities Act], as they are issued by a government entity or political subdivision.
Exemption for crowdfunding offerings clause
This variation applies to securities offered through crowdfunding.
The securities offered under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation Crowdfunding], provided the offering does not exceed [amount] and complies with all disclosure requirements for crowdfunding issuers.
Exemption for employee stock plans clause
This variation applies to securities issued under employee compensation plans.
The securities issued under this Agreement are exempt from registration pursuant to [specific rule, e.g., Rule 701], as they are issued under a qualifying employee stock plan for compensation purposes.
Exemption for limited partnerships clause
This variation applies to securities issued by limited partnerships.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are offered exclusively to accredited investors in a limited partnership structure.
Exemption for educational institutions clause
This variation applies to securities issued by educational institutions.
The securities issued under this Agreement qualify for exemption from registration under [specific law], as they are issued by an accredited educational institution solely for the purpose of funding educational initiatives.
Exemption for charitable purposes clause
This variation applies to securities issued for charitable funding.
The securities offered under this Agreement are exempt from registration under [specific law or rule], as they are issued solely for charitable purposes in compliance with applicable exemption criteria.
Exemption for trust securities clause
This variation applies to securities issued by trusts.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Section 3(c)(7) of the Investment Company Act], as they are issued by a qualifying trust and offered exclusively to accredited investors.
Exemption for debt securities clause
This variation applies to certain debt instruments.
The debt securities offered under this Agreement are exempt from registration pursuant to [specific exemption, e.g., Rule 144A], as they are issued to qualified institutional buyers and not offered to the general public.
Exemption for family office investments clause
This variation applies to securities offered to family offices.
The securities issued under this Agreement qualify for exemption from registration under [specific rule], as they are offered exclusively to family offices and their affiliated clients in compliance with exemption criteria.
Exemption for exchange offers clause
This variation applies to securities issued in exchange for others.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Section 3(a)(9) of the Securities Act], as they are exchanged for existing securities without payment of additional consideration.
Exemption for convertible securities clause
This variation applies to securities that are convertible into other forms.
The convertible securities offered under this Agreement are exempt from registration under [specific regulation], provided the conversion terms comply with the requirements of [specific rule, e.g., Regulation D].
Exemption for small business offerings clause
This variation supports exemptions for small businesses.
The securities issued by the small business under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation A], as the total offering does not exceed [amount] and adheres to all disclosure requirements.
Exemption for resale of restricted securities clause
This variation applies to the resale of previously exempt securities.
The resale of restricted securities under this Agreement qualifies for exemption from registration under [specific rule, e.g., Rule 144], provided the holding period and other conditions specified in the rule are satisfied.
Exemption for securities issued to directors clause
This variation applies to securities issued to board members.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are issued exclusively to directors of the Issuer as part of their compensation package.
Exemption for transactions under bankruptcy clause
This variation applies to securities issued during bankruptcy proceedings.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Section 1145 of the Bankruptcy Code], as they are part of a reorganization plan approved by the court.
Exemption for securities issued under governmental guarantees clause
This variation applies to securities backed by government guarantees.
The securities issued under this Agreement are exempt from registration under [specific law], as they are backed by a government guarantee and comply with applicable statutory requirements.
Exemption for closely held corporations clause
This variation applies to securities issued by closely held companies.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation D], as they are offered solely to shareholders of the closely held corporation and comply with all applicable conditions.
Exemption for strategic partnerships clause
This variation applies to securities issued as part of strategic alliances.
The securities offered under this Agreement are exempt from registration under [specific regulation], as they are issued exclusively to partners within a strategic alliance for non-public purposes.
Exemption for securities offered to key employees clause
This variation applies to securities issued as employee incentives.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Rule 701], as they are granted to key employees as part of a qualifying compensation plan.
Exemption for limited liability company interests clause
This variation applies to securities issued within LLCs.
The membership interests issued under this Agreement qualify for exemption from registration under [specific rule], as they are offered exclusively to members of the limited liability company in compliance with applicable laws.
Exemption for accredited investors clause
This variation applies to securities offered to accredited investors only.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Rule 506(c)], as they are offered exclusively to accredited investors who meet the qualifications outlined in [specific regulation].
Exemption for institutional investors clause
This variation applies to securities issued to institutional buyers.
The securities offered under this Agreement qualify for exemption from registration under [specific rule, e.g., Rule 144A], as they are issued solely to qualified institutional buyers.
Exemption for fractional interests clause
This variation applies to fractional ownership arrangements.
The fractional ownership interests issued under this Agreement qualify for exemption from registration under [specific rule or statute], provided the total number of owners does not exceed [number].
Exemption for non-cash consideration clause
This variation applies to securities issued in exchange for goods or services.
The securities issued under this Agreement are exempt from registration under [specific rule], as they are exchanged for non-cash consideration, including [specific goods or services], in compliance with applicable regulations.
Exemption for cross-border transactions clause
This variation applies to international transactions involving securities.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation S], as the transaction is conducted entirely outside the United States.
Exemption for debt-for-equity swaps clause
This variation applies to securities issued during debt restructuring.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are issued in connection with a debt-for-equity swap pursuant to terms approved by all involved parties.
Exemption for securities issued under executive agreements clause
This variation applies to securities issued as part of executive compensation.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Rule 701], as they are granted to executives pursuant to an approved executive compensation agreement.
Exemption for securities under charitable trusts clause
This variation applies to securities issued by charitable trusts.
The securities issued by the charitable trust under this Agreement are exempt from registration under [specific statute], as they are issued exclusively for charitable purposes and comply with all regulatory requirements.
Exemption for limited partner offerings clause
This variation applies to securities issued to limited partners.
The securities offered under this Agreement are exempt from registration under [specific rule], as they are issued exclusively to limited partners in accordance with the terms outlined in the partnership agreement.
Exemption for intra-family transfers clause
This variation applies to securities transferred among family members.
The securities transferred under this Agreement are exempt from registration under [specific rule], as they involve intra-family transfers and meet the exemption conditions outlined in [specific regulation].
Exemption for small-scale private offerings clause
This variation applies to small, private offerings to a limited number of investors.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Rule 504 of Regulation D], as they are offered to no more than [number] investors and comply with the financial cap of [amount].
Exemption for restricted stock awards clause
This variation applies to restricted stock granted as part of an incentive plan.
The restricted stock granted under this Agreement is exempt from registration under [specific rule, e.g., Rule 701], as it is issued as part of a qualifying incentive plan for employees and directors.
Exemption for debt refinancing securities clause
This variation applies to securities issued during debt refinancing.
The securities issued under this Agreement qualify for exemption from registration under [specific rule], as they are issued exclusively for the purpose of refinancing existing debt obligations in compliance with applicable regulations.
Exemption for securities offered to non-profits clause
This variation applies to securities offered to non-profit organizations.
The securities issued under this Agreement are exempt from registration under [specific statute], as they are offered exclusively to non-profit organizations for investment in community initiatives.
Exemption for securities offered under co-investment agreements clause
This variation applies to securities offered in co-investment arrangements.
The securities issued under this Agreement are exempt from registration under [specific rule], as they are offered solely to co-investors participating in the specified investment project.
Exemption for minority shareholder offerings clause
This variation applies to securities issued to minority shareholders.
The securities issued under this Agreement qualify for exemption from registration under [specific regulation], as they are issued exclusively to existing minority shareholders in proportion to their current ownership.
Exemption for securities issued in spin-offs clause
This variation applies to securities issued during a corporate spin-off.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Staff Legal Bulletin No. 4], as they are part of a spin-off transaction that meets the conditions for exemption.
Exemption for securities offered to public entities clause
This variation applies to securities issued to public institutions.
The securities issued under this Agreement qualify for exemption from registration under [specific statute], as they are offered exclusively to public entities for investment in infrastructure projects.
Exemption for tender offer securities clause
This variation applies to securities issued during a tender offer.
The securities issued under this Agreement are exempt from registration under [specific rule], as they are offered in connection with a tender offer that complies with applicable legal and regulatory requirements.
Exemption for philanthropic initiatives clause
This variation applies to securities issued to support philanthropic efforts.
The securities issued under this Agreement qualify for exemption from registration under [specific rule], as they are exclusively designated for philanthropic initiatives and comply with all regulatory conditions.
Exemption for start-up financing clause
This variation applies to securities issued for start-up funding.
The securities offered under this Agreement are exempt from registration under [specific rule, e.g., Rule 506(b)], as they are issued exclusively to accredited investors for the purpose of start-up financing.
Exemption for securities issued in joint ventures clause
This variation applies to securities issued as part of a joint venture.
The securities issued under this Agreement qualify for exemption from registration under [specific rule], as they are offered exclusively to parties participating in the joint venture and comply with applicable conditions.
Exemption for securities offered to research institutions clause
This variation applies to securities issued to support research initiatives.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are offered solely to accredited research institutions for funding innovation projects.
Exemption for convertible debt instruments clause
This variation applies to convertible debt securities.
The convertible debt securities offered under this Agreement qualify for exemption from registration under [specific rule], provided that the terms of conversion comply with applicable regulations.
Exemption for family limited partnerships clause
This variation applies to securities issued within family partnerships.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are offered solely to members of the family limited partnership in compliance with exemption criteria.
Exemption for securities issued under merger agreements clause
This variation applies to securities issued during mergers.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Rule 145], as they are issued as part of a merger agreement approved by shareholders.
Exemption for securities offered in direct public offerings clause
This variation applies to securities offered directly to the public.
The securities issued under this Agreement are exempt from registration under [specific rule, e.g., Regulation A], as they are offered in a direct public offering and adhere to disclosure requirements.
Exemption for restricted transfers clause
This variation applies to securities with transfer restrictions.
The securities issued under this Agreement qualify for exemption from registration under [specific regulation], as their transfer is restricted to parties meeting the exemption criteria outlined in [specific rule].
Exemption for securities issued for intellectual property rights clause
This variation applies to securities issued in exchange for IP rights.
The securities issued under this Agreement are exempt from registration under [specific statute], as they are issued exclusively in exchange for intellectual property rights as defined in Section [number].
Exemption for securities offered under crowdfunding platforms clause
This variation applies to securities offered through online platforms.
The securities offered under this Agreement qualify for exemption from registration under [specific rule, e.g., Regulation Crowdfunding], as they are issued through a compliant crowdfunding platform.
Exemption for securities issued during company restructuring clause
This variation applies to securities issued during corporate restructuring.
The securities issued under this Agreement are exempt from registration under [specific regulation], as they are issued solely for the purposes of restructuring the company’s ownership and management structure.
Exemption for securities offered to venture capital funds clause
This variation applies to securities issued to VC investors.
The securities offered under this Agreement qualify for exemption from registration under [specific rule], as they are issued exclusively to venture capital funds in compliance with regulatory requirements.
Exemption for securities issued to charitable endowments clause
This variation applies to securities issued to endowments.
The securities issued under this Agreement are exempt from registration under [specific rule], as they are issued solely to charitable endowments for long-term funding purposes.
Exemption for peer-to-peer lending securities clause
This variation applies to securities issued in peer-to-peer lending arrangements.
The securities issued under this Agreement qualify for exemption from registration under [specific regulation], as they are offered through a compliant peer-to-peer lending platform and adhere to all disclosure requirements.
Exemption for municipal securities clause
This variation applies to securities issued by municipalities.
The securities issued under this Agreement are exempt from registration under [specific statute, e.g., Section 3(a)(2) of the Securities Act], as they are municipal securities issued for public infrastructure projects.
Exemption for employee incentive programs clause
This variation applies to securities offered as employee incentives.
The securities issued under this Agreement qualify for exemption from registration under [specific rule, e.g., Rule 701], as they are granted as part of an approved employee incentive program.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.