Read the full stored bill text
21LSO-0156
ORIGINAL House
Bill No
.
HB0041
ENROLLED ACT NO. 60,
HOUSE OF REPRESENTATIVES
SIXTY-SIXTH LEGISLATURE OF THE STATE OF WYOMING
2021 General Session
AN ACT relating to intrastate crowdfunding; increasing the dollar amount qualifying for an exemption from securities regulation; removing the dollar limit on funding received from nonaccredited investors; removing and amending reporting requirements; and providing for an effective date.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1
.
W.S. 17
‑
4
‑
203(a)(iii)(A) and (B), (iv), (b)(intro), (i) through (iii), (iv)(intro) and (A) is amended to read:
17
‑
4
‑
203.
Intrastate crowdfunding exemption.
(a)
Except as otherwise provided in this act, an offer or sale of a security by an issuer is exempt from the requirements of W.S. 17
‑
4
‑
301 through 17
‑
4
‑
306 and 17
‑
4
‑
504 if the offer or sale meets all of the following requirements:
(iii)
The sum of all cash and other consideration to be received for all sales of the security in reliance on this exemption does not exceed the following amounts:
(A)
Two million dollars ($2,000,000.00)
Three million dollars ($3,000,000.00)
, less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has not made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public
accountant, holding a certificate pursuant to W.S. 33
‑
3
‑
109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable;
(B)
Four million dollars ($4,000,000.00)
Ten million dollars ($10,000,000.00)
, less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33
‑
3
‑
109, in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable.
(iv)
The issuer has not accepted more than
ten thousand dollars ($10,000.00)
twenty
‑
five thousand dollars ($25,000.00)
from any single purchaser unless the purchaser is an accredited investor as defined by rule 501 of securities and exchange commission regulation D, (17 C.F.R. 230.501) who comes within any category listed in the definition of that rule or who the issuer reasonably believes comes within any category listed in the definition of that rule, at the time of the sale. The issuer may rely on confirmation that the purchaser is an accredited investor from information provided by the purchaser, a
licensed broker
‑
dealer or another third party in making a determination that the purchaser is an accredited investor;
(b)
If the offer and sale of a security of an issuer is exempt under this section, the issuer shall provide
a quarterly report to
the
information described in paragraph (iv) of this subsection upon request of the
issuer's purchasers until none of the securities issued under this section are outstanding. All of the following apply
:
to the quarterly report described in this subsection:
(i)
The issuer shall provide the
report
information
free of charge to the purchasers;
(ii)
An issuer may satisfy the
report
information
requirement under this subsection by making the information available on an internet website
;
if the information is made available within forty
‑
five (45) days after the end of each fiscal quarter and remains available until the next quarterly report is issued;
(iii)
The issuer
shall file each report with the secretary of state and
must provide a written copy of the
report
information
to any purchaser
or the secretary of state
on request;
(iv)
The
report
information provided
must include all of the following:
(A)
The compensation received by each director and executive officer of the issuer, including cash compensation earned
since the previous report and
on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received;
Section 2
.
This act is effective July 1, 2021
.
(END)
Speaker of the House
President of the Senate
Governor
TIME APPROVED: _________
DATE APPROVED: _________
I hereby certify that this act originated in the House.
Chief Clerk
1