Preparing for an A+ grade: What happens if I don’t use a broker?

Many small companies considering undertaking an offering under Tier 2 of Regulation A may find it advantageous to conduct their offering without the use of a registered broker-dealer. Perhaps they have a core base of supporters that would be interested in investing, or they have the ability to undertake their own online, and offline, marketing campaign to get investor interest.

However, one potential pitfall of this strategy is that a handful of states require the company to register with the state as an issuer-dealer — essentially the company itself must be registered like a broker-dealer in the state.

CrowdCheck has put together a helpful summary of the issuer-dealer registration requirements applicable to companies offering securities under Tier 2 of Regulation A without a registered broker-dealer. The memo is available here.

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