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Intrastate Offering

Intrastate Offering Compliance in Minutes, Not Hours

12 minutes with Para

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Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

12 minutes with Para

What you'll need

  • Issuer Formation Documents
  • Offering Materials
  • Financial Statements

Plans from $20 a month, with usage included.

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. It covers every critical element — from safe harbor selection and doing-business test documentation to residency verification protocols, advertising controls, resale restrictions, integration analysis, and blue sky registration roadmaps.

A single out-of-state sale can retroactively destroy an intrastate offering exemption for every investor in the deal. Manually analyzing doing-business tests, designing residency verification protocols, controlling advertising reach, 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 systematically evaluates every exemption requirement, flags risks, and produces a detailed execution plan — reducing hours of manual analysis to minutes while dramatically lowering the risk of exemption failure.

How to hand this to Para

  1. 1. Send Para the files

    Email them, drop them in a Teams or Slack message, or upload them.

  2. 2. Para runs the Intrastate Offering skill

    It works from your files and checks its citations against the record.

  3. 3. The finished document comes back

    Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack
Para, run the Intrastate Offering skill for the Garcia matter. I've attached the Issuer Formation Documents, Offering Materials and Financial Statements. Send the finished draft back here as a DOCX.

What Para does

  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 comprehensive compliance memo and execution plan
  4. 4. Export in your preferred format (DOCX, PDF)

What you get

  • Safe Harbor Selection Analysis

  • Doing-Business Test Compliance Matrix

  • Residency Verification Protocol

  • Advertising and Solicitation Controls

  • Resale Restriction Legends and Procedures

  • Integration Analysis

  • Blue Sky Registration Execution Plan

  • Risk Factors and Remediation Steps

What it handles

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

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

  • Residency verification workflow design with document retention protocols

  • Integration analysis with concurrent and prior offerings

  • Advertising and solicitation controls with required legends

  • Blue sky registration roadmap with state-specific filing requirements

Required documents

  • Issuer Formation Documents

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

    .pdf, .docx

  • Offering Materials

    Term sheet, draft offering document, subscription agreement, or summary of offering terms

    .pdf, .docx

  • Financial Statements

    Current financials showing revenue, assets, and employee breakdown by state

    .pdf, .docx, .xlsx

Supporting documents

  • Marketing and Advertising Materials

    Draft marketing copy, website content, or advertising materials planned for the offering

    .pdf, .docx, .png

  • Prior Offering Documents

    Documentation of prior or concurrent offerings within the six-month look-back period for integration analysis

    .pdf, .docx

  • State Blue Sky Filing Guidance

    State-specific registration forms, examiner guidance, or filing requirements

    .pdf, .docx

Why teams use it

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

Receive a clear Rule 147 vs. 147A comparison tailored to your issuer's specific facts and distribution plan

Generate investor residency verification workflows that withstand regulatory scrutiny

Produce integration analyses that protect your exemption from concurrent offering risks

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, clearly explaining the trade-offs.

Does this handle state-specific blue sky registration requirements?

Yes. CaseMark incorporates state registration by qualification requirements into the execution plan, including filing forms, examiner guidance, and state-specific compliance steps. It flags areas where state rules impose additional obligations beyond the federal safe harbor.

How does the integration analysis work?

CaseMark evaluates your prior and planned offerings within a six-month look-back and look-forward window to assess whether concurrent offerings could be integrated, potentially destroying the intrastate exemption. It applies the factors under Rule 152 and flags risk areas.

Can CaseMark help design our residency verification process?

Absolutely. CaseMark generates a detailed residency verification protocol covering both online and offline workflows, acceptable documentation, record retention requirements, and procedures to handle edge cases — all critical to maintaining the exemption.

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

CaseMark will automatically flag that Rule 147 requires in-state formation and recommend Rule 147A instead, which permits out-of-state formation as long as the issuer maintains its principal place of business in the offering state.

How does CaseMark handle advertising restrictions for intrastate offerings?

CaseMark generates specific advertising controls and required legends based on whether you select Rule 147 or 147A. For Rule 147A, which permits general solicitation, it drafts the necessary disclaimers and geographic limitation notices to maintain compliance.

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