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Intrastate Offering

Intrastate Offering Compliance in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Issuer Details and Financial Statements
  • Offering Documents
  • Prior Offering History

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

Workflow

Overview

CaseMark's Intrastate Offering Compliance skill generates detailed compliance memos and execution plans for U.S. intrastate securities offerings under Rule 147 or Rule 147A. The AI analyzes safe harbor selection, doing-business tests, residency verification, advertising controls, resale restrictions, integration risks, and blue sky registration requirements — delivering in minutes what traditionally takes hours of manual research and drafting.

Intrastate offerings are deceptively complex: a single out-of-state sale can retroactively destroy the exemption for every investor, and unlike Rule 506 offerings, there is no federal preemption of state registration requirements. Attorneys must manually navigate doing-business tests, residency verification protocols, advertising restrictions, integration doctrine, and full state registration by qualification — a labor-intensive process where overlooking one element can expose the issuer to catastrophic liability.

CaseMark automates the analysis and drafting of intrastate offering compliance memos, systematically evaluating safe harbor eligibility, doing-business test satisfaction, residency verification workflows, advertising controls, and integration risks. The result is a comprehensive execution plan and compliance framework that would take hours to produce manually, delivered in minutes and ready for attorney review and finalization.

How it works

  1. 1. Upload your issuer details, financials, offering documents, and prior offering history

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

  3. 3. Review the compliance memo, residency protocols, and state registration roadmap

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

What you get

  • Safe Harbor Selection Memo (Rule 147 vs. 147A)

  • Doing-Business Test Compliance Analysis

  • Residency Verification Protocol

  • Advertising and Solicitation Controls Framework

  • Integration Analysis with Concurrent Offerings

  • Blue Sky Registration Execution Plan

  • Resale Restriction Legends and Transfer Restrictions

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

  • Advertising and solicitation controls with required legends

  • Integration analysis covering concurrent and recent offerings

  • Blue sky registration roadmap with state-specific filing requirements

Required documents

  • Issuer Details and Financial Statements

    Issuer organizational documents, state of formation, principal office details, and current financial statements showing revenue, assets, and employee distribution by state

    .pdf, .docx, .xlsx

  • Offering Documents

    Draft term sheet, offering memorandum or circular, subscription agreement, and any marketing or advertising materials

    .pdf, .docx

  • Prior Offering History

    Summary of prior and planned securities offerings within the past six months and next six months, including offering type, dates, amounts, and investor pools

    .pdf, .docx, .xlsx

Supporting documents

  • State Blue Sky Filing Guidance

    State-specific registration by qualification forms, examiner guidance, or prior correspondence with the state securities regulator

    .pdf, .docx

  • Distribution Plan

    Detailed distribution plan including sales channels, broker-dealer arrangements, internet use strategy, and geographic targeting approach

    .pdf, .docx

  • Residency Verification Procedures

    Existing residency verification workflows, accepted documentation types, and record retention policies

    .pdf, .docx

Why teams use it

Eliminate the risk of exemption-destroying errors with systematic compliance checklists covering all four doing-business tests and residency verification protocols

Accelerate safe harbor selection with side-by-side Rule 147 vs. 147A analysis tailored to your issuer's specific facts

Reduce blue sky registration preparation time with state-specific filing roadmaps and examiner guidance summaries

Protect the exemption with integration analysis, advertising controls, and resale restriction frameworks built into every memo

Questions

How does CaseMark determine whether Rule 147 or Rule 147A is the right safe harbor?

CaseMark analyzes your issuer's state of formation, principal place of business, distribution plan, and solicitation strategy to recommend the optimal safe harbor. The analysis highlights the key trade-offs, such as whether out-of-state formation or general solicitation needs push you toward Rule 147A.

Does the tool address state-specific blue sky registration requirements?

Yes. CaseMark generates a state registration roadmap tailored to your offering state, including registration by qualification filing requirements, examiner guidance considerations, and typical timelines. You should verify current state-specific forms and fees with your state securities regulator.

How does CaseMark handle integration analysis with other offerings?

CaseMark evaluates your prior and planned offerings within a six-month look-back and look-forward window, analyzing whether concurrent or recent offerings could be integrated and potentially destroy the intrastate exemption. The analysis applies the SEC's integration framework under Rule 152.

Can CaseMark help design a 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 reject out-of-state purchasers — a critical safeguard since a single out-of-state sale can destroy the exemption.

What if we plan to use internet advertising for our intrastate offering?

CaseMark's analysis addresses internet solicitation controls, including required legends, geographic access restrictions, and the distinction between Rule 147 (which restricts general solicitation) and Rule 147A (which permits it with proper legends). The output includes specific advertising language recommendations.

Is the output a final legal opinion or a working draft?

CaseMark produces a comprehensive working draft — a compliance memo and execution plan designed to accelerate attorney review. It is not a substitute for legal counsel and should be reviewed and finalized by a qualified securities attorney before reliance.

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