SECURITIES REGISTRATION SECTION
The Securities Regulation Section administers the securities registration provisions of the Securities Act, which require
that all securities sold in Ohio be registered with the Division or properly exempted from registration.
If registration is required, then the registration section reviews the terms and conditions of the offering to ensure that
the offering meets certain fairness standards established by the Ohio securities laws.
If an exemption filing is made, the registration section reviews the filing to ensure that the conditions of the exemption
The registration section also reviews corrective filings that are made to remedy certain sales that were made without
compliance with the Securities Act.
Capital Formation Considerations
All securities sold in Ohio must either be registered with the Division or properly be exempted from registration. All registrations and some exemptions require that a filing be made with the Division. If you are considering selling securities in Ohio, then the Division recommends that you consult a competent securities attorney.
As a practical matter, when selling securities in Ohio, you should first determine whether an exemption from registration is available. The Ohio securities laws contains 41 different registration exemptions, including exemptions based on the nature of the security (R.C. 1707.02) and on the nature of the transaction (R.C. 1707.03). Some exemptions require that a filing be made with the Division.
If an exemption is not available, one of three registration procedures must be followed. Registration by description (R.C. 1707.06) is a simple registration process for higher quality securities and certain transactions involving a limited number of purchasers, limited sales commissions, or both. Registration by qualification (R.C. 1707.09) is a comprehensive filing for offerings in Ohio. And registration by coordination (R.C. 1707.091) is a streamlined filing for offerings also registered with the U.S. Securities and Exchange Commission. Offerings registered with the Division must comply with the Division's merit standards. Registration does not constitute an endorsement or recommendation by the Division, nor does it guarantee that the offering will be profitable. Rather, registration merely indicates that certain statutory minimums have been met and that sufficient disclosure has been provided.