Series 79: The Issuer: “Person Resident” And “Doing Business Within”

The Issuer: “Person Resident” and “Doing Business Within”

We’ll focus first on the issuer. To kick off the analysis, you need to determine where the issuer is “resident.” If the issuer is a corporation or other type of business organization organized under state law—and most issuers of securities fall into this category—then it is a resident of the state of incorporation or organization. This means, for example, that a business incorporated in Delaware is a “resident” of Delaware, even if its headquarters is located in a different state. If the issuer is a business entity that is not organized under state law, such as a general partnership, it is resident in the state where its “principal office” is located. If the issuer is an individual, she is resident in the state where her principal residence is located.

Once you’ve determined where the issuer is “resident,” you need to examine whether the issuer is “doing business within” that state. This element is probably the trickiest aspect of the intrastate offering rule. In brief, an issuer is “doing business within” a state if it meets one of four requirements.

First, the is