Intrastate Crowdfunding Exemption
The Securities Act of Nebraska and rules allows business to use securities-based crowdfunding to offer and sell securities to the investing public in an intrastate offering. The offer and sale of securities under the Intrastate Crowdfunding exemption must meet all requirements found in § 8-1111(24) of the Securities Act of Nebraska and in Title 48, Chapter 39 of the Nebraska Administrative Code.
Issuers wanting to use the Intrastate Crowdfunding exemption may raise up to $1,000,000 within 12 months without audited financials or up to $2,000,000 within 12 months with audited financials.
Unaccredited investors may invest up to $5,000. Accredited investors are not subject to a limitation on investments. Investors must be residents of Nebraska.
Issuers wanting to take advantage of this Exemption must:
- Be organized in the State of Nebraska and registered to do business with the Nebraska Secretary of State.
- Derive at least 80% of its gross revenue in the last year from operation of a business in Nebraska.
- Have at least 80% of its assets located in Nebraska.
- Use at least 80% of the net proceeds of the offering in connection with the operation of its business in Nebraska.
- Have the issuer’s principal place of business be located in Nebraska.
- Use a registered Portal Operator.
Issuers may NOT be:
- Subject to a disqualification.
- An investment company.
- Subject to certain reporting requirements of the Securities and Exchange Commission.
Filing Requirements and Quarterly Reports
At least ten days before beginning to solicit investments, the issuer must:
- File Form NCF – Nebraska Crowdfunding Notice
- Pay a filing fee of $200.00.
- Provide a copy of the disclosure document to be provided to prospective investors that meets the requirements found in § 8-1111.
- Provide a copy of an escrow agreement in which the issuer will deposit or cause to be deposited the investor funds.
The issuer must file quarterly reports with the Department and make such reports available to investors.
Portal Operator Registration
Intrastate Crowdfunding must be made exclusively through one or more funding portals. Each portal operator must register with NDBF. Currently, there are no registered portal operators in Nebraska.
- File a statement with NDBF which provides the below information. This requirement may be satisfied by filing a completed Form NPO – Nebraska Portal Operator Registration.
- Documentation that the portal operator is a business entity and authorized to do business in Nebraska;
- A representation that the funding portal is being used to offer and sell securities under the Nebraska Intrastate Crowdfunding exemption; and
- The identity and location of, and contact information for, the portal operator.
- Pay a filing fee of $200.00. The fee is waived for any registered broker-dealer who also serves as a portal operator.