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About the Midwest Regional Review Program ("MRRP"):
Coordinated regional review is available to issuers that desire to offer their
equity securities in at least two of the eleven Midwestern states, as specified
herein, if the issuers comply with the North American Securities Administrators
Association ("NASAA") Statement
of Policy Regarding Small Company Offering Registration.
If an issuer qualifies for an exemption from registration in a state, the issuer
would not be precluded from using the program for registration in any or all of the
other states. In addition, offering documents that comply with the forms of
disclosure permitted by SEC Regulation A shall also be allowed under Coordinated
Midwest Regional Review. Most of the "merit" or "fair and equitable" standards will be waived by the states in which
the issuer files for coordinated review.
After an application has been received, the state that has been assigned the
application for coordinated review (the "lead state"), will contact the issuer
with any comments.
Remember:
- You must file in at least two of the 11 states to qualify for Midwest Regional Review.
- You must comply with the North American Securities Administrators Association
("NASAA") Statement
of Policy Regarding Small Company Offering Registration and the MRRP
requirements provided in ths website.
- Once the initial application has been received, you may not add other states to that application; however, you may file for Midwest Regional
Review in at least two other additional states, but will be subject to a new coordinated review.
Participating States:
Click on the links to access state-specific filing information.
Program Restrictions:
- Only equity offerings not exceeding $5 million, consisting of common stock,
preferred stock, membership interests, or units consisting of equity securities
and warrants to purchase equity securities, will be considered for coordinated
review.
- The Company issuing securities in connection with SEC Regulation A or Regulation D
Rule 504 must comply with the requirements of the NASAA Statement of Policy
Regarding Small Company Registration.
- If the proposed business of the company requires a minimum amount of proceeds
to commence, or to proceed with the business in the manner proposed, there shall be
established an escrow account with a bank or savings and loan association or other
similar depository institution acting as independent escrow agent with which shall
be immediately deposited all proceeds received from investors until the minimum
amount of proceeds has been raised.
Application and Forms:
- MRRP Application
Completed applications must be sent to each state in which you want to
offer and sell securities under this Program.
- Small
Company Offering Registration ("SCOR") Disclosure Package
This link will take you to the forms necessary for use with SCOR filing. Included is
a question-and-answer-style offering circular, and the SCOR Issuer's Manual which is a detailed guide to using
the SCOR Form.
Please remember that the SCOR form of disclosure is
only one alternative and that the traditional narrative form of prospectus
may be used.
If you intend to use the narrative form of prospectus in your offering, it may be possible to obtain samples of previously filed and completed
prospectuses from MRRP states.
Required Exhibits to be Filed with Application:
The following exhibits must be filed in each state in which
the applicant is filing under the MRRP:
- Offering Document: Form U-7 (SCOR)
or Form 1-A
- Uniform Application to Register Securities (Form U-1)
Every issuer seeking registration must complete this form, sign it and have it notarized.
- Uniform Consent to Service of Process (Form U-2)
Every issuer seeking registration must complete this form, sign it and have it notarized.
- Uniform Form of Corporate Resolution (Form U-2A)
Every corporate issuer seeking registration must complete and sign this form.
- Form D (Rule 504 Offerings Only);
- Copy of any resolutions by board of directors setting forth terms and
provisions of stock to be issued;
- Form of Selling Agency or Underwriting Agreement (if applicable);
- Copy of Subscription Agreement;
- Specimen of security to be issued (including any legend restricting resale);
- Articles of Incorporation or Organization (if LLC);
- Bylaws or Operating Agreement (if LLC);
- Escrow of Proceeds Agreement;
- Accountant's Consent;
- Legal Opinion;
- Consent to inclusion in the disclosure document of tax advisor's opinion or
description of tax consequences, if any;
- Consent to inclusion in the disclosure document of any evaluation of litigation
or administrative action by counsel, if any;
- Schedule setting forth the name and residential street address of each officer,
director, and principal shareholder; and
- Copy of all advertising materials.