State of Connecticut Department of Banking

Connecticut Instructions
Offerings Under § 4(a)(2) (formerly Section 4(2)) of
the Securities Act of 1933

Contact:

For more information or assistance, contact us at:

Connecticut Department of Banking
Securities and Business Investments Division
260 Constitution Plaza
Hartford, CT 06103-1800

Telephone: (860) 240-8230 or Toll-free 1-800-831-7225
Fax:  (860) 240-8295
E-mail:  dob.sec-reg@ct.gov or william.olesky@ct.gov

Section 4(a)(2) of the Securities Act of 1933

An issuer relying on § 4(a)(2) (formerly Section 4(2)) under the Securities Act of 1933 (rather than on Regulation D) must comply with Regulation § 36b-31-21b-9a and § 36b-21(b)(10) of the Connecticut Uniform Securities Act.

Under § 36b-21(b)(10) of the Connecticut Uniform Securities Act, blank check, shell or dormant companies may not use the § 4(a)(2) exemption in Connecticut.

To use the § 4(a)(2) exemption, the issuer must file a manually signed notice before the first sale in this state.

This notice, which may be done in cover letter format, consists of:

  1. Issuer's name and address;
  2. Names of the issuer's officers, directors, general partners or similarly situated persons;
  3. Brief description of the securities to be sold;
  4. Selling price of the securities;
  5. Amount of securities to be sold; 
  6. Distribution information on the securities to be sold (i.e. the name and address of the person who will offer or sell the securities in this state, whether that person will receive any direct or indirect remuneration related to offers or sales of securities, whether that person is engaged in the business of effecting securities transactions);
  7. Undertaking by the issuer to furnish the Commissioner, upon the Commissioner's request, with any offering materials used in connection with the sales in this state;
  8. Consent to Service of Process (Form U-2) naming the Banking Commissioner as agent for service; and
  9. Nonrefundable fee of $150 payable to "Treasurer, State of Connecticut."