Notice of Final Rule Adoption Concerning the Uniform Limited Offering Exemption under WAC 460-44A-505

Friday, April 14, 2017

The Securities Division adopted its repeal of WAC 460-44A-505, the “Uniform offering exemption for limited offers and sales of securities not exceeding $5,000,000,” in light of the recent repeal of the corresponding federal exemption from securities registration.

WAC 460-44A-505 provides an exemption from state securities registration requirements for offerings made in reliance on the federal Regulation D, Rule 505 exemption from federal registration requirements. On October 26, 2016, the Securities and Exchange Commission adopted final rules amending exemptions to facilitate intrastate and regional securities offerings. See SEC Rulemaking Release No. 33-10238, titled “Exemptions to Facilitate Intrastate and Regional Securities Offerings,” available at: https://www.sec.gov/rules/final/2016/33-10238.pdf. Included in these amendments is a repeal of federal Rule 505 in its entirety. The repeal of federal Rule 505 will be effective on May 22, 2017.

Once the repeal of federal Rule 505 becomes effective, businesses will be unable to rely on the corresponding exemption from state registration requirements in WAC 460-44A-505. Accordingly, Securities Division repealed WAC 460-44A-505 to avoid confusion and conform to federal amendments.

On April 12, 2017, the Securities Division filed a Rule-Making Order (CR-103) and the text of the final rules (OTS-8498.1). These materials will also be available on the rule making page of the Securities Division’s website at: www.dfi.wa.gov/rulemaking/repeal-wac-460-44a-505.

If you have any questions, please contact the undersigned by telephone at (360) 902-8736 or by e-mail at michelle.webster@dfi.wa.gov.