1. A. A person requesting that a security receive an exemption from the requirements of § 13.1-507 of the Act pursuant to § 13.1-514.1 B of the Act must submit an application to the division that includes:

   1. 1. Type of security offered;
   2. 2. The amount the offering is seeking to raise;
   3. 3. Form U-2;
   4. 4. Form U-2A (if applicable);
   5. 5. Offering circular or prospectus;
   6. 6. NASAA Cross-Reference Sheet (if applicable);
   7. 7. Proof or statement in support of exemption;
   8. 8. Legal opinion of counsel;
   9. 9. Articles or certificate of organization;
   10. 10. Bylaws or corporate governance documents;
   11. 11. Other material information known to the applicant; and
   12. 12. Any other information that the division may request.
2. B. If an agent of the issuer is to be used in connection with the offering, the applicant must file an application pursuant to 21VAC5-20-160. If the agent of the issuer is not being compensated or remunerated for the sales, the applicant may request a waiver of the examination requirements under 21VAC5-20-160 B 3 by satisfying the requirements of 21VAC5-20-220 B 1.

3. C. For securities previously exempted under this section that are part of a continuous offering, the issuer may file a post-effective amendment with the division that includes the annual updated offering document within 120 days after the end of the issuer's fiscal year. Post-effective amendments under this subsection are not allowed for any of the following:

   1. 1. The amount of securities being offered changes;
   2. 2. The type of security being offered changes; or
   3. 3. The person offering the security to the public changes from the previously issued order of exemption.

Statutory Authority

§§ 12.1-13 and 13.1-523.1 of the Code of Virginia.

Historical Notes

Derived from Virginia Register Volume 42, Issue 8, eff. January 1, 2026.