Reg S Offering a Great way to get funding

What is a Regulation S Offering

The Regulation S Offering (Reg. S) is an exemption designed by the SEC for companies seeking to raise capital from investors located OUTSIDE of the United States. Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) is a safe harbour rule that defines when an offering of securities would be considered an “offshore transaction” so as not to be subject to the registration obligations imposed under Section 5 of the Securities Act.

Regulation S (Foreign Direct Public Offering) only exempts the issuer from the registration requirements. It does not exempt the issuer from anti-fraud provisions.
There are two main requirements in using Regulation S. The first is the offer and sale of the securities must be in legitimate offshore transactions. Under Regulation S, you may not offer or sell any securities to a U.S. citizen or resident even if that person purchases the securities abroad. Also, the sale must not be done for the purpose of secretly selling the securities to a U.S. investor. The second requirement under Regulation S is that there cannot be any directed selling efforts in the United States. Generally, this means you cannot advertise the offering in a publication where the circulation crosses over to the U.S.

Regulation S provides two exemptions or safe harbors from U.S. securities registrations: an exemption for the initial sale and another exemption for the resale of securities after they are held for a period of time example normally one year.

An important advantage of using Regulation S is you are able to advertise in the foreign markets in newspapers and other publications. Under Regulation S you are allowed to hold seminars, road shows and engage in other general solicitation outside of the U.S. Make sure you are complying with the foreign countries’ securities laws.

Also, Foreign Direct Public Offerings (Regulation S) are not integrated with Section 5 public offerings or Reg. D Private Placement Offerings. Reg D offering documents contain rules which apply to U.S. transactions. But Regulation S offering documents contain rules which apply to foreign transactions only. Therefore, you can conduct simultaneous Private Placement Stock Offerings (Reg. D for U.S. investors) and a Foreign Direct Public Offering (Reg. S for non-U.S. investors) without jeopardizing either exemption. Also, Regulation S (non-U.S.) investors are treated the same way as accredited investors for the purpose of determining compliance with the 35 non-accredited investor limitation outlined in Reg D U.S. private placements.

3 Responses to “Reg S Offering a Great way to get funding”

  1. Dave Woods says:

    If a US company engages a foreign person or person’s to sell/distribute their Reg S offering, as long as they do not sell to any US citizen, do these individuals need to be registered agents?

  2. Thomas says:

    Most companies that work with a Regulation S PPM do that because their CFO has brought that up as the strategy he believes will
    bring success to their plan or because they have a plan to go after investors them selves without a broker

  3. Thomas says:


    thanks for the post ,the reg s is an amazing document it gives the business the ability to do his own fundraising which is the reason we use it for our clients .


    tom duffy

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