State offering workflows
Workflow support where state rules apply
For offerings made inside one state: Rule 147A intrastate files, state notice-filing trackers, and pointers to the right place when a registered dealer or intermediary is required. Rule 147A is a federal rule; an intrastate offering relies on it together with the state's own exemption.
In this software
- A Rule 147A room type, with its own required sections and the in-state legend on its notice
- A filings tracker for state notices, the Florida section 517.0611 notice and blue-sky filings, alongside federal Form D, its amendments and Form 1-A
- Form D's due date set at 15 days after the first sale entered, so the date cannot drift from the facts
- Each filing's status — to prepare, drafted, with counsel, filed or not required — with the file number and date
- A dated closing binder built from what is already in the workspace — the company or its counsel files; Sprowtt files nothing
What a Rule 147A room requires
11 of the deal room's sections must be complete before a Rule 147A notice can go live: summary, the business, products and services, management and board, use of proceeds, financial condition, risk factors, terms of the offering, how to subscribe, residency, and related-party transactions.
The notice carries this legend: sales will be made only to residents of the company's state of residence; offers may be viewed elsewhere. The software does not certify anyone's residency.
When a registered intermediary is required
- Florida intrastate offerings
- Florida companies can conduct Invest Local (s. 517.0612) and Limited Offering (s. 517.0611) raises on StateCF.com. Invest Local does not require an intermediary; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. StateCF.com is a Florida OFR-registered intermediary. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. Rule 147A needs a principal place of business in Florida plus one doing-business test: 80% of revenue, 80% of assets or 80% of net proceeds used in Florida, or a majority of employees based there. Florida adds its own tests for the company: Invest Local requires a for-profit entity registered with the Florida Department of State with its principal place of business in Florida, and a Limited Offering requires revenue derived primarily from Florida operations. Registering to do business, filing a notice or spending proceeds in Florida does not by itself make a company eligible. StateCF cannot promise eligibility.
- Federal crowdfunding
- Regulation Crowdfunding requires a registered funding portal — see Sprowtt CF, a separate FINRA-member portal.