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Washington Administrative Code (Last Updated: November 23, 2016) |
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Title 460. Financial Institutions, Department of (Securities Division) |
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Chapter 460-99C. Crowdfunding. |
Section 460-99C-210. Activities of portals.
Latest version.
- (1) A portal shall require, at a minimum, the following information from an issuer planning a crowdfunding offering under RCW 21.20.880 prior to offering services to the issuer or forwarding the issuer's materials to the director:(a) A description of the issuer, including type of entity, location, and business plan, if any;(b) The issuer's intended use of proceeds from the crowdfunding offering under RCW 21.20.880;(c) Identities of officers, directors, managing members and ten percent beneficial owners, as applicable;(d) A description of any outstanding securities; and(e) A description of any litigation or legal proceedings involving the issuer, its officers, directors, managing members, or ten percent beneficial owners, as applicable.(2) Upon receipt of the information set forth in subsection (1) of this section, the portal may offer services to the issuer that the portal deems appropriate or necessary to meet the criteria for the exemption. Such activities may include:(a) Assistance with the development of a business plan;(b) Ministerial assistance in completion of crowdfunding exemption filings under these rules;(c) Referral to legal services;(d) Referral to business consulting and accounting services to assist with compiling and reporting financial information required by these rules;(e) Other technical assistance in preparation for a crowdfunding offering by the issuer; and(f) Submission of exemption materials to the director.(3) Portals are prohibited from engaging in the following activities:(a) Providing investment advice or recommendations if the portal is not registered or exempt from registration as an investment adviser;(b) Soliciting purchases, sales, or offers to buy securities offered in connection with its services unless the portal is a broker-dealer registered with the division;(c) Compensating employees, agents, or other persons for the solicitation of purchases, sales, or offers in connection with its services unless the portal is a broker-dealer registered with the division;(d) Holding, managing, possessing, handling investor funds or securities, or otherwise acting in the manner of an escrow agent on behalf of an issuer; or(e) Engaging in conduct constituting that of an underwriter or any other activity that constitutes purchasing securities for the purpose of distribution.