Washington State Securities Division Issues Preproposal Statement of Inquiry

The Washington State Securities Division issued a statement of inquiry indicating its plan to propose rules to preserve the filing requirements for offerings of securities made under Tier 2 of the SEC's newly adopted rules for Regulation A offerings.

The SEC's new rules adopt a definition of "qualified purchaser" that extends to "any person to whom securities are offered or sold" in offerings of up to $50 million in a Tier 2 offering under federal Regulation A.

According to the Washington State Securities Division, "while the effect of defining a 'qualified purchaser' in this manner is to preempt the states from requiring the registration of these smaller and less regulated offerings," those states retain the authority to require the filing of offering materials, the consent to service of process and fees that otherwise would be required in the absence of preemption.

For those reasons, the Washington State Securities Division filed a notice to commence the rulemaking process to require the filing of those materials that otherwise would be required in connection with the registration of such securities offerings but for preemption by the SEC.

Related news: SEC Adopts Regulation A+ (with Delta Strategy Group Summary) (March 25, 2015).