Mo. Code Regs. Ann. tit. 15, § 30-54.130
First Twenty-Five Persons Exemption
Effective Nov 25, 1974sections 409.402(b)(9) and 409.413(a), RSMo 1986.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed March 21, 1974, effective April 1, 1974. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. *Original authority: 409.402(b)(9), RSMo 1967, amended 1977, 1978, 1986 and 409.413(a), RSMo 1967Secretary of State
PURPOSE: This rule prescribes policies applicable to the availability to the issuer of securities of the transactional exemption in which persons interested in the issuer’s securities do not exceed twenty-five and no commission and the like is paid.
- (1) The persons specified in section 409.402(b)(9) of the Missouri Uniform Securities Act (the Act) may be resident or present either within or without Missouri.
- (2) For the purpose of determining the number of persons who have any direct or indirect record of beneficial interest in securities of the issuer, there shall be included as many persons as there are record and beneficial owners of equity interests in any corporation, partnership, association, joint stock company, trust or unincorporated organization or other entity organized for the purpose of owning those securities of the issuer or which is merely a medium through or by which an individual invests or trades in securities and where that entity has no other substantial business. A tenancy by the entirety is one (1) person (Cann v. M & B Drilling Company, Inc., 480 SW2d 81 (Mo. App. 1972)).
- (3) The securities of section 409.402(b)(9) of the Act include any notes, bonds or other debt securities (section 409.401(1), RSMo), as well as stock, of the issuer’s own issue.
- (4) The transactions exempted by section 409.402(b)(9) of the Act are only those effected in Missouri (section 409.415(a)–(e), RSMo).
- (5) Public advertising or solicitation, including the forms and types set forth in 15 CSR 30-53.010(3), of securities being offered for sale in transactions exempted by section 409.402(b)(9) of the Act, is prohibited.
AUTHORITY: sections 409.402(b)(9) and 409.413(a), RSMo 1986.* Original rule filed June 25, 1968, effective Aug. 1, 1968. Amended: Filed May 21, 1969, effective Aug. 1, 1969. Amended: Filed July 21, 1972, effective Aug. 1, 1972. Amended: Filed March 21, 1974, effective April 1, 1974. Amended: Filed Nov. 15, 1974, effective Nov. 25, 1974. *Original authority: 409.402(b)(9), RSMo 1967, amended 1977, 1978, 1986 and 409.413(a), RSMo 1967.