10.2. Intrastate Offerings: Rules 147 and 147A

For businesses that conduct almost all of their business within one state, the Rule 147/147A intrastate exemption relieves them of registering with the SEC. (Don’t confuse the word “intrastate” with the word “interstate.” Intrastate means within a single state—the opposite of interstate!) To meet the requirements of this exemption, the business must have its principal place of doing business in the state and must satisfy at least one of the following requirements:

• 80% of gross revenues come from within the state

• 80% of business assets are located in-state

• 80% of the proceeds are used in-state

• The majority of people employed by the issuer live in-state

Additionally, at the time of the sale, the issuer must