Find under : Finance, go public, how to go public, take my company public, take your company public

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are “restricted” under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

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Filed under: Business; Tagged as: Business, business management consulting, carbon emission, carbon information, carbon management, carbon offset, Carbon Trading, environment, marketing

The terms carbon trading and carbon credits are often referred in debates about global warming on a regular basis, but not everyone understands what is meant by these words. In the carbon trading system, commercial entities have to stick to the emission limits of greenhouse gases as fixed by the Kyoto Protocol that decides and allots these caps across nations to encourage controlled emissions or discourage carbon-intensive methods of running industries.

Governments and industrial units in many countries are permitted a certain number of carbon credits, giving them the right to emit a limited quantity of carbon dioxide and other greenhouse gases into the air. One carbon credit amounts to the emission of one ton of carbon dioxide. This essentially means that high-emission entities can purchase carbon credits from low-emission industries, thereby keeping the total global emissions within the prescribed cap.

The good thing about this system is that businesses and industrial units causing pollution of the environment have to pay for their excesses in the form of purchase of carbon credits from the global market. However, for every business that is purchasing credits, there will be a company which is selling these credits. Hence the overall economy does not get affected at all, while companies with environment friendly mechanisms make more profits. This makes companies move away from the carbon centric methods of manufacturing, and so the emission levels fall.

Open trade of carbon credits on world exchanges allows greener energy and process usage of a company to be incentivised and capitalized, whether the company is a small one or a big one. This trading strategy ensures instant and substantial rewards for organizations with a low emission record. Moreover, as the whole concept has also been expanded to countries, there would always be encouragement to reduce emissions from the national governments to local companies, which is a huge benefit as several governments are often blamed for lack of initiative on environment.

Carbon tax is another option that may be advocated, in which companies causing pollution are punished but environment friendly organizations are not rewarded for low emissions. There is a lot of speculation over the effectiveness of such systems.

In a short span since its adoption, carbon trading has proven to be the most appropriate means to tackle the problem of carbon emissions. The carbon trading market has seen tremendous growth in the past few years, which a lot of people see as proof that the system works quite well.

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Filed under: Business; Tagged as: advertising, Brochure Design, Business, catalog, Graphic Design, graphics, marketing, product branding

To make people buy your offering, you need to communicate its benefits, which requires a smart communication strategy. A great way of achieving this is through a company brochure, which informs the customer about the benefits of your products and services and allows them to create an identity different from the competition.

It is normally advisable to create a brochure that makes smart use of graphic design, thus making it both appealing and business like. Designs attract more attention than text and thus can communicate the information more effectively. This is just one of the reasons why you need a professional brochure designer.

I am not saying that you cannot design it yourself if you know your way around design software. However, a person who does not have much expertise in the area will take a significant amount of time to design a professional and effective brochure. It will not take long to understand that it will be wise to put in a major chunk of your time on your main business instead of making a brochure.

Even if you do not have deep pockets, you can hire a professional to do brochure design for you, as the expense is affordable. If you have an expert do the job, the brochure would be interesting and at the same time will provide enough information for the customers to understand why your offerings are more beneficial for them. A professional will have a large collection of formats and graphic designs for brochures and they can be used according to your needs. A professional will also be able to print the brochure at economical rates as he would always have an agreement with a printer in place.

You as an amateur will not be aware of as much as a professional brochure designer would about all this. It is wise to leave the job to him. This is what businesses called outsourcing for higher quality and much dedicated expertise but guaranteed to be on a lower cost.

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Filed under: Business; Tagged as: Business, career, employment, family, home, housekeeper, job

In various websites and classified ads, you will find housekeeper jobs under the household service category. There are positions which are available for residences. There are also some which are available in offices. If ever you have this desire to obtain a position like this, you should start taking some actions now. Here are some pointers for you:

* First off, you need to market yourself effectively. You can post an ad in various publications, whether in traditional print or on the web. On the internet, you will be able to find sites where you can advertise your services free of charge. As long as you offer your services, prospective employers will contact you soon.

* Try looking for any listings which are looking for housekeepers. Also verify where the job is located, and if it is within your vicinity, you can reply to the post. Make sure however that you are qualified enough.

* You can also try getting the services of agencies, since these companies have a selection of listings or vacancies on specific housekeeping jobs. Furthermore, many employers seek the assistance of agencies in order to find skillful housekeepers. Since these agencies have already interviewed the applicants and have gone through their documents, employers don’t need to do the assessment themselves. This set-up is highly favored by employers which is why you will most likely get a job through agencies.

* In order to find housekeeper jobs, you can also try offering business cards to interested people or even to random individuals who can then pass the contact cards to their colleagues and friends. Even random strangers can prove helpful to anyone looking for a housekeeping job.

* Gather referrals. People might know some of their friends or relatives that are looking for housekeepers. In creating a professional resume that would enable you to find housekeeper jobs, it will be good to include the names of your former bosses and employers in the character reference. Place people that can attest that you are qualified for the position.

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