Nonprofit Organization Securities
Exemption for Securities Offered by Nonprofit Organizations
RSA 421-B:2-201(7) provides an exemption for a security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce or trade or professional association, and not for pecuniary profit, and where no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940. To avail of the exemption, the issuer must file required documents as set out below at least 30 days prior to the first issuance under the offering. With respect to the offer or sale of a security offered under this exemption, upon the receipt of such notice of such an offering, the secretary of state may require that the availability of this exemption be limited by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying the scope of the exemption and the grounds for denial or suspension, and requiring the issuer to file a notice specifying the material terms of the proposed offer and sale and copies of any proposed sales and advertising literature to be used. The exemption becomes effective if the secretary of state does not disallow the exemption within 30 days of the filing of such notice and any other required information.
The following documents must be submitted to the Bureau:
- A notice of the proposed offering.
- A copy of all offering material used in the offering.
- A Cross Reference Sheet for any applicable Statement of Policy of the North American Securities Administrators Association (“NASAA”).
- Further documents may be requested.