← All workflows

Intrastate Offering

Intrastate Offering Compliance in Minutes, Not Hours

12 minutes with CaseMark

Run this workflow

Run it in CaseMark

Upload your documents and get a finished work product in minutes. New accounts get $5 free to run their first skill.

12 minutes with CaseMark

What you'll need

  • Issuer Formation and Corporate Documents
  • Offering Materials
  • Financial Statements and Revenue Data

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Intrastate Offering Compliance skill produces comprehensive compliance memos and execution plans for U.S. intrastate securities offerings under Rule 147 or Rule 147A with state registration by qualification. It covers every critical element from safe harbor selection and doing-business tests to residency verification, advertising controls, resale restrictions, and integration analysis with concurrent offerings.

A single out-of-state sale can retroactively destroy an intrastate offering exemption for every investor in the deal. Manually analyzing safe harbor eligibility, documenting doing-business tests across four categories, designing residency verification workflows, and navigating state-specific blue sky registration requirements is time-intensive and error-prone — with catastrophic consequences for mistakes.

CaseMark automates the entire intrastate offering compliance workflow, from safe harbor selection through blue sky registration planning. The AI analyzes your issuer's operations, offering terms, and distribution plan to produce a comprehensive compliance memo with actionable protocols for residency verification, advertising controls, and resale restrictions — reducing hours of manual analysis to minutes.

How it works

  1. 1. Upload your issuer documents, offering materials, and financial records

  2. 2. AI analyzes safe harbor eligibility, doing-business tests, and integration risks

  3. 3. Review the compliance memo with tailored residency verification and advertising protocols

  4. 4. Export your complete execution plan in your preferred format (DOCX, PDF)

What you get

  • Safe Harbor Selection Analysis

  • Doing-Business Test Compliance Assessment

  • Residency Verification Protocol

  • Advertising and Solicitation Controls

  • Resale Restriction Framework and Legend Language

  • Integration Analysis with Concurrent Offerings

  • Blue Sky Registration Roadmap and Filing Checklist

  • Execution Timeline and Action Items

What it handles

  • Safe harbor selection analysis comparing Rule 147 vs. Rule 147A

  • Doing-business test evaluation across revenue, assets, employees, and locations

  • Residency verification workflow design with document retention protocols

  • Integration analysis with 6-month look-back and look-forward windows

  • Advertising and solicitation controls tailored to distribution channels

  • Blue sky registration roadmap with state-specific filing requirements

Required documents

  • Issuer Formation and Corporate Documents

    Articles of incorporation or organization, organizational chart, and principal office documentation

    .pdf, .docx

  • Offering Materials

    Term sheets, draft offering documents, subscription agreements, and marketing materials

    .pdf, .docx

  • Financial Statements and Revenue Data

    Current financial statements with revenue, asset, and employee breakdowns by state

    .pdf, .docx, .xlsx

Supporting documents

  • Prior Offering Documents

    Documentation of any offerings conducted within the past 6 months for integration analysis

    .pdf, .docx

  • State Blue Sky Filing Guidance

    State-specific registration forms, examiner guidance, or filing requirement summaries

    .pdf, .docx

  • Distribution Channel Agreements

    Agreements with broker-dealers, platforms, or other distribution partners

    .pdf, .docx

Why teams use it

Eliminate the risk of exemption-destroying out-of-state sales with robust residency verification protocols

Confidently select between Rule 147 and Rule 147A with side-by-side analysis tailored to your issuer's facts

Identify integration risks before they arise with automated look-back and look-forward analysis

Accelerate blue sky registration with state-specific filing checklists and examiner guidance summaries

Questions

How does CaseMark determine whether Rule 147 or Rule 147A applies?

CaseMark analyzes your issuer's state of formation, principal place of business, and distribution plan to recommend the optimal safe harbor. It compares both rules across key factors like general solicitation permissions and formation requirements, flagging the best fit for your specific situation.

Does this handle state-specific blue sky registration requirements?

Yes. CaseMark generates a state-specific registration roadmap covering filing forms, examiner guidance, fee schedules, and timing considerations for registration by qualification. It tailors the output to the particular state where your offering will take place.

How does the integration analysis work?

CaseMark evaluates prior and planned offerings within a 6-month look-back and look-forward window to identify integration risks that could destroy the intrastate exemption. It analyzes investor overlap, timing, and offering characteristics under Rule 152 and related guidance.

Can CaseMark help design our residency verification process?

Absolutely. CaseMark produces a detailed residency verification protocol covering both online and offline workflows, acceptable documentation, record retention requirements, and procedures to prevent out-of-state sales that could retroactively void the entire exemption.

What happens if our issuer is incorporated in a different state than where we're offering?

CaseMark will identify this immediately and recommend Rule 147A, which permits out-of-state formation as long as the issuer maintains its principal place of business in the offering state. The compliance memo will document the principal-office analysis accordingly.

Does this address internet and social media advertising risks?

Yes. CaseMark generates specific advertising controls and legend language for digital channels, addressing the unique risks of internet-based solicitation under both Rule 147 and 147A. It provides practical guidance on geofencing, disclaimers, and platform-specific considerations.

Related

30b6 Corporate Rep

Master 30(b)(6) Depositions in Minutes, Not Hours

30b6 Deposition

Draft & Defend 30(b)(6) Depositions in Minutes

Abstract of Judgment

Draft Judgment Abstracts in Minutes, Not Hours