Statement from Commissioner Pieciak: DFR staff continue to work remotely and will do so until further notice. The department is still conducting business, however there may be some temporary delays in DFR services. 

Exemptions

Exemptions:

Commonly Used Exemptions that require filings with the Securities Division:

Vermont Small Business Offerings (VSBO) – Vermont’s Intrastate Crowdfunding Exemption where Vermont businesses can offer securities to Vermont residents.

Full requirements of VSBO can be found in V.S.R. § 5-12.

Filing Requirements:

  • A certificate of good standing issued by the issuer’s domiciliary state; and if the issuer is not domiciled in Vermont, a certificate of authority issued by the Vermont Secretary of State, both of which must be issued within thirty (30) days of filing with the commissioner; 
  • A copy of the offering document  
  • Name, address, telephone number and social security number for any of the issuer’s officers, directors, partners, members, twenty percent (20%) shareholders and promoters presently connected with the issuer in any capacity;
  • The primary contact person for communication with the commissioner and that person’s phone number and e-mail address

Required Fee: Check payable to Vermont Department of Financial Regulation

  • Initial Filing: $200
  • Annual renewal for duration of offering: $200

Testing the Waters

Issuers may be able to gauge interest in a potential Regulation A offering prior to registration.

Full requirements can be found in V.S.R. § 6-4.

Non-Profit Securities Exemption:

Full requirements of the Non-profit Securities Exemption may be found in 9 V.S.A. § 5201(7) and V.S.R. § 5-4.

Filing Requirements thirty (30) days prior to sale:

  • The material terms of the proposed offer or sale;
  • The identity of the issuer;
  • The amount and type of securities to be sold pursuant to the exemption;
  • A description of the use of proceeds from the offering;
  • The name, business address, and a brief description of the employment responsibilities of each agent who will represent the organization in the offer or sale of the securities in Vermont;
  • Any offering document, prospectus, and/or trust indenture;
  • A consent to service of process (Form U-2 and, if necessary, a Form U-2A);
  • Any other information requested by the commissioner.

Required Fee: Check payable to the Vermont Department of Financial Regulation

  • Initial filing: $200
  • Annual renewal filing for duration of offering: $200

Vermont Accredited Investor Exemption – Allows issuers to offer securities exclusively to Accredited Investors without registering the offering in the state. 

Full requirements for the Vermont Accredited Investor Exemption can be found in V.S.R. § 5-8.

Filing Requirements within 15 days of first sale in Vermont:

  • Accredited Investor Exemption Uniform Notice of Transaction
  • Form U-2
  • General announcements/advertisements

Required Fee: Check payable to the Vermont Department of Financial Regulation

  • Initial filing: $200
  • Annual renewal filing for duration of offering: $200

Commonly Used Self-executing exemptions:

Solar/Utility No-action (SUN) Exemption-Exempts certain issuers offering securities investments in community solar projects

Full requirements for the SUN Exemption can be found in DFR Order 14-023-S

Cooperative Association Exemptions: Exempts certain securities offered by businesses formed under the cooperative laws of Vermont.

Non-Profit:

  • Full requirements of the non-profit Cooperative Association Exemption can be found in 9 V.S.A. § 5201(8)

For Profit:

  • Full requirements of the for-profit Cooperative Association Exemption can be found in V.S.R. § 5-10

Nonissuer Transaction Exemption

Exempts secondary market sales of securities from registration under limited circumstances. The full requirements of the Nonissuer Transaction Exemption can be found in V.S.R. § 5-6

Manual Exemption

  • Exempts secondary markets transactions from registration if listed in an approved securities manual.
  • Full Requirements of the Manual Exemption can be found in V.S.R. § 5-9.

DFR Approved Manuals:

• Mergent’s Industrial Manual

• Mergent’s International Manual

• OTCQX Best Market Manual

De Minimis Offering Exemption-Exempts securities offered in the state that:

  • Is purchased by fewer than 25 investors;  
  • Does not use general solicitation 
  • Does not pay commissions to any intermediary not registered as a broker-dealer in Vermont.

Full language of the De Minimis Offering Exemption can be found in 9 V.S.A. § 5202(14)

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Contact Information

Department of Financial Regulation
Consumer Services 
89 Main Street, Montpelier, VT 05620 - 3101

802-828-3301
833-DFR-HOTLINE (toll free)
833-337-4685 (toll free)

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For public records, media inquiries, and press releases visit our Public Information web page

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