II(h) Checklist

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    See RSA 421-B:17, II(h)


    1.  This exemption cannot be used if the issuer is relying on Regulation D, Rule 505, or Rule 506 of the Securities Act of 1933. 
    2.  The issuer must make five (5) or fewer sales of securities in the State of New Hampshire during any period of 12 consecutive months.  If the issuer is located in New Hampshire, any sale of security including those sales to investors not located in New Hampshire must be counted toward the five sales. 
    3.  A filing must be made with the Bureau at least ten (10) business days prior to any sale of security (see below for filing requirements), but may be longer should the Bureau comment on the filing and documents therein.  Not until the issuer obtains clearance from the Bureau and the ten business days has expired may the initial sale be made. 


    The following documents must be submitted to the Bureau: 

    1.  $300 filing fee, check (certified or otherwise) made payable to the State of New Hampshire. 
    2.  Form U-2 
    3.  Form U-2a (if a corporation). 
    4.  The New Hampshire legend, as required by NH RSA 421-B:20, II must be placed within the first five pages of the Private Placement Memorandum or equivalent document and must read: 

    Neither the fact that a registration statement or an application for a license has been filed under this chapter with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not misleading.  Neither any such fact nor the fact that an exemption is available for a security or a transaction means that the secretary of state has passed in any way upon the merits or qualifications of or recommended or given approval to any person, security or transaction.  It is unlawful to make, or cause to be made, to any prospective purchase, customer or client any representation inconsistent with the provisions of this paragraph. 

    5.  Investment Package, including all offering circulars, private placement memorandum (PPM), investor questionnaire, subscription agreements, and all other exhibits. 
    6.  If the issuer has been in operation for at least one year, a copy of the financial statements which are no more than 120 days old.  Such financial statements must be either audited or certified and attested by the person responsible for its preparation. 
    7.  Statement of issuer, which includes the following information, in a cover letter, supplement to the offering document, or other form: 
      1.  Name and address of issuer, and the date and state of its organization. 
      2.  The number of units, price per unit, and description of the securities to be sold. 
      3.  The amount of commissions to be paid and the person to whom they will be paid. 
      4.  The names of all officers, directors, and persons owning five (5) percent or more of the equity of the issuer. 
      5.  A brief description of the intended use of proceeds. 
      6.  A description of all sales and securities made by the issuer within the 12-month period preceding the date of filing. 


    1.  The issuer must report the number of sales and amount to the Bureau within 60 days of terminating the offering or, if a continuous offering, the report must be made annually. 
    2.  The person who is responsible for distributing the securities on the issuer's behalf must determine whether he/she needs to be licensed or authorized to offer to sell the securities, or exempt therefrom.  See RSA 421-B:2, II and RSA 421-B:6, I.  (See Issuer-Dealers and Agents.) 
    3.  The issuer must file any material amendments to its investment package. 
    4.  There is no annual renewal filing or fee.