REGISTRATION EXEMPTION TABLE
Exempt Transactions (MCA 33-10-105)
| wdt_ID | Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
|---|---|---|---|---|---|---|
| 1 | Non-Issuer Isolated Transactions—Non-control person | Exemption for sales of an outstanding security by a person not in control of, controlled by, or under common control with the issuer and not involving a distribution. | No filing requirements. | If the sale is effected through a broker-dealer, limited to 3 sales in the State of Montana during the prior 12 months. | The issuer is not required to register as a broker-dealer. Commissions may be paid to salespersons or broker-dealers. Registration as a salesperson or broker-dealer is not required. | MCA 30-10-105(1) |
| 2 | Non-Issuer Distribution | Exemption for sales of outstanding securities by or on behalf of a person in control of, controlled by, or under common control with the issuer. | No filing requirements. | Must be effected in one of the following manners: i. By a registered broker-dealer in accordance with Section 4(4) of the Securities Act of 1933 and Rule 144 thereunder; or ii. Any other transaction not effected through a broker-dealer and not involving a distribution, if the sale, including any other sales of securities of the same class during the prior 12 months inside or outside this state by the person, does not exceed 1% of the outstanding shares or units of that class. | The issuer is not required to register as a broker-dealer. Commissions may be paid to salespersons or a registered broker-dealer. Salespersons are not required to be registered. | MCA 30-10-105(1) |
| 3 | Issuer Transactions | Generally exempt from registration when no remuneration is paid. | No filing requirements. | While there are no limitations on the amount of sales by an issuer, salespersons must be cognizant of remuneration. If they receive it, the exemption likely does not apply except in limited circumstances. | The issuer is not required to register as a broker-dealer. Commissions generally prohibited. | MCA 30-10-105(8) |
| 4 | Non-public Offering—Reg D | Exemption for sales not involving a public offering consistent with 4(a)(2) of the federal Securities Act of 1933. | Notice Filing (see notice filing requirements). | The CSI permits the offer or sale of securities offered or sold in compliance with Securities Act of 1933, Regulation D (generally recognized as Reg D). Any security recognized by the Securities and Exchange Commission as non-public under 4(a)(2), must be blue-skied. | The issuer is not required to register as a broker-dealer. Commissions may be paid to salespersons or broker-dealers. Registration as a salesperson or broker-dealer is not required unless sold to more than three persons. | Multi Link Addendum |
| 5 | Unsolicited Orders | Exemption for any non-issuer transaction effected pursuant to an unsolicited order for the purchase of securities. | No filing requirements. | Transaction must be effected by or through a registered broker-dealer. Broker-dealer required to mark that the transaction was unsolicited. | The issuer is not required to register as a broker-dealer, though if there are more than three transactions, into Montana, they should be licensed. Commissions may be paid to a registered broker-dealer. | MCA 30-10-105(3) |
| Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
Exempt Securities (MCA 30-10-104)
| wdt_ID | Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
|---|---|---|---|---|---|---|
| 1 | Municipal Securities | Exemption for any security or certificate of deposit issued or guaranteed by the U.S., state, political subdivision, or any agency or corporate or other instrumentality of the foregoing. | If the securities are payable solely from nongovernmental, industrial or commercial enterprise and not otherwise exempt, issuers of covered securities are subject to registration. Notice filing fees are variable. In-state issues are required to register in the absence of an exemption. | Does not include any security payable solely from revenues to be received from a nongovernmental industrial or commercial enterprise unless such payments are made and unconditionally guaranteed by a person whose securities are exempt from registration. | The issuer is not required to register as a broker-dealer. Commissions may be paid to broker-dealers or their salespersons. Registration as a salesperson or broker-dealer is required, unless an exemption from registration otherwise exists. | Multi Link Addendum |
| 2 | Securities issued by Canadian and foreign municipalities | Any security issued or guaranteed by Canada or other foreign government with which the U.S. maintains diplomatic relations. | No filing requirements. | Does not include any security payable solely from revenues to be received from a nongovernmental industrial or commercial enterprise unless such payments are made and unconditionally guaranteed by a person whose securities are exempt from registration. | The issuer is not required to register as a broker-dealer, nor are sales agents of the issuer required to be licensed as securities salespersons. Commissions may be paid to broker-dealers or their salespersons. Registration as a salesperson or broker-dealer is required, unless an exemption from registration otherwise exists. | MCA 30-10-104(2) |
| 3 | Securities issued by banks | Any security issued by and representing an interest in or a debt of, or guaranteed by an bank organized under the laws of the U.S., or any bank or trust company organized and supervised under the laws of any state. | No filing requirements. | Does not apply to international banks. | The issuer is not required to register as a broker-dealer, nor are sales agents of the issuer required to be licensed as securities salespersons. Commissions may be paid to broker-dealers or their salespersons. Registration as a salesperson or broker-dealer is required, unless an exemption from registration otherwise exists. | MCA 30-10-104(3) |
| 4 | Securities issued by other financial institutions | Any security issued by and representing an interest in or a debt of, or guaranteed by any federal savings and loan association, or any building and loan or similar association organized under the laws of any state and authorized to do business in this state. | No filing requirements. | Does not apply to international issuers. | The issuer is not required to register as a broker-dealer, nor are sales agents of the issuer required to be licensed as securities salespersons. Commissions may be paid to broker-dealers or their salespersons. Registration as a salesperson or broker-dealer is required, unless an exemption from registration otherwise exists. | MCA 30-10-104(4) |
| 5 | Securities issued by insurance companies | Any security issued by and representing an interest in or a debt of, or insured or guaranteed by, any insurance company authorized to do business in this state. | No filing requirements. | Please see MCA Title 33, Chapter 4 for insurance regs. | The issuer is not required to register as a broker-dealer. Sales agents of the issuer are required to be licensed. Commissions may be paid to registered broker-dealers or their licensed salespersons. | MCA 30-10-104(14) |
| Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions |
Intrastate Crowdfunding
| wdt_ID | Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
|---|---|---|---|---|---|---|
| 1 | Small Securities Offering/Intrastate Crowdfunding | Intrastate crowdfunding exemption. | Order permitting the sale required; File Montana Crowdfunding Form; $100 Filing Fee. | The offering must be made in reliance on federal Rule 147 or Rule 147A. Maximum offering amount of $1 million. All investors must be Montana residents. Issuer must be located in Montana. Restrictions on resales apply. The amount that each unaccredited investor can invest is $10,000. Does not apply to accredited investors. Issuer must provide annual reports to investors. For more information, see Crowdfunding. | The issuer is not required to register as a broker-dealer. Sales agents are not required to be licensed as securities salespersons. Bad Actor rules apply. | MCA 30-10-105(22) |
| Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
Federal Covered Securities
| wdt_ID | Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |
|---|---|---|---|---|---|---|
| 1 | Federal Regulation Crowdfunding Exemption (Reg. CF) | Federal exemption for crowdfunding offerings under Section 4(a)(6) of the Securities Act of 1933 and Regulation CF adopted thereunder. | An issuer that offers and sells securities under federal Regulation Crowdfunding, that either (1) has its principal place of business in Montana; or (2) sells 50% or greater of the aggregate amount of the offering to Montana residents, must file the following: Uniform Notice of Federal Crowdfunding Offering Form (Form U-CF), or copies of all documents filed with the SEC & Form U-2. | Offering of up to $1 million under federal Regulation Crowdfunding. Timing of the Notice Filing: If the issuer has its principal place of business in Montana, the notice filing must be filed in Montana when the issuer makes its initial Form C filing with the SEC & If the issuer does not have its principal place of business in Montana, but residents of this state have purchased 50% or greater of the aggregate amount of the offering, the notice filing must be filed when the issuer becomes aware that such purchases have met this threshold and in no event later than fifteen days from the date of completion of the offering. | Securities must be offered through a registered broker-dealer or crowdfunding portal. Securities salespersons of the issuer may be required to register. | Multi Link Addendum |
| 2 | Regulation A Tier 2 | Offerings under Tier 2 of Regulation A of the Securities Act of 1933. | An issuer must submit the following at least 21 calendar days prior to the initial sale in Montana: Original Manually signed copy of the second tier limited offering exemption form; Form U-2; and $200 Filing Fee. | Offering up to $50 million under federal Regulation A Tier 2. No more than $15 million of the offering may be offered by selling security holders that are affiliates of the issuer. Investors must be accredited investors, or invest no more than 10% of the greater of their annual income or net worth. Offering must be qualified by SEC before offering and selling securities. | The issuer is not required to register as a broker-dealer. Sales agents of the issuer are required to be licensed. Commissions may be paid to registered broker-dealers or their licensed salespersons. | Multi Link Addendum |
| 3 | Traded Securities/Senior Securities | Transactions in securities listed on the NYSE, NYSE American, or NASDAQ/NGM, or a national securities exchange that has listing standard the SEC has determined by rule to be substantially similar to these exchanges; and offerings by an issuer of securities equal to or senior to securities listed on these exchanges. | No filing requirements. | Contact the Division if the exchange is not listed. | The issuer is not required to register as a broker-dealer. Sales agents of the issuer are required to be licensed. Commissions may be paid to registered broker-dealers or their licensed salespersons. | Multi Link Addendum |
| 4 | Transactions in securities of issuers that file reports pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 | Transactions in reporting company stock exempt under Section 4(a)(1) or (3). | No filing requirements. | If using a third party, contact the Division if you have questions. | The issuer is not required to register as a broker-dealer. Sales agents of the issuer are required to be licensed, unless an exemption otherwise exists. Commissions may be paid to registered broker-dealers or their licensed salespersons. | Multi Link Addendum |
| 5 | Section 4(a)(7) | Exemption for non-issuer resales to accredited investors of securities initially offered and sold under Rule 506(b) or (c). | No filing requirements. | Non-issuer resales of securities initially offered and sold under Regulation D Rule 506(b) and (c). The resales must be made to accredited investors. No general solicitation. Bad actor disqualification applies to sellers. Seller must request disclosure information from issuers specified in Section 4(a)(7), and provide it to buyers. | The issuer is not required to register as a broker-dealer. Sales agents of the issuer are required to be licensed. Broker-Dealer, salesperson, and agent of the issuer registration may be required unless an exemption otherwise exists. | Rule 506 (Reg D) |
| Exemption | General Description | Filing Requirements | Considerations | Broker-Dealer Registration and Commissions | Related Statute and Regulations |