Determining whether a security must be registered and registering the security can be a very involved and time consuming process. The Law Office of Jason E. Ambers (LOJA) helps small and large businesses that are seeking to raise capital navigate that process by analyzing a proposed transaction, identifying any possible exemptions, determining the state blue sky registration or filing requirements, preparin'g the necessary filings or applications through completion, and preparing a report of the scope of permissible activity under a state’s “blue sky” laws. LOJA also gives ongoing advice regarding any compliance, including submitting amendments, renewals, and terminations.

The Securities Registration Requirements
The federal and state “blue sky” securities laws generally require that a security be registered before the security is offered or sold. The securities laws also exempt certain securities (or securities transactions) from the securities registration requirements. In some cases, a person must make a filing and pay a fee to rely on the exemption. Persons selling the securities must also be licensed, unless they are exempt from the licensing requirements.

Because of the interaction between the state and federal securities laws, it is sometimes the case that 1) an offering must be registered under both state and federal law before the security is offered or sold, 2) an offering that is exempt from state registration must be registered under the federal securities law, 3) an offering that is exempt from federal registration must be registered in the state (or states) where the security is being offered and sold, or 4) an offering does not have to be registered under either federal or state law.

Issuers of securities that are exempt under SEC Rule 504, Rule 506, Rule 701, Regulation A, and Regulation Crowdfunding as well issuers of securities of non-traded real estate investment trusts, non-traded business development companies, non-traded private credit funds, and non-profit organizations should pay particularly close attention to the securities registration and filing requirements in each state in which their security is offered or sold.

My Value
As the lead securities registration attorney at the Oregon Department of Consumer and Business Services, I reviewed - either alone or in coordination with other states - a vast majority of the securities that were registered in Oregon. This included everything from a small offering in a grocery cooperative to bond offerings by religious and non-profit organizations to large and complex offerings by real estate investment trusts, private credit funds, and business development companies. I not only have a deep and substantive knowledge of the state securities registration requirements (including the exemptions) and methods of registration, but also have insiders knowledge and understanding of the review process and the challenges associated with navigating that process.

Click the following links to learn about LOJA’s other services and practice areas:

Securities Enforcement Defense

Consulting and Testifying Expert Services

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