Invest Georgia Exemption Highlights (updated as of April 23, 2020)

K
Kairos Capital Legal Advisors,LLCSecurities Lawyer *Investment Advisor Rep. * Business Coach *Public Speaker at Kairos Capital Legal Advisors,LLC

This is a "cheat sheet" that gives a good overview of Georgia's IGE (Invest GA Exemption) as a way for GA registered businesses to raise up to $5MM. This was presented at the April 27th webinar.

2 Martin Luther King Jr. Drive ● Suite 317 West Tower ● Atlanta, Georgia ● 30334
The Office of Secretary of State
Securities and Charities Division
GEORGIA INTRASTATE EXEMPTION: INVEST GEORGIA EXEMPTION (“IGE”)
Created in 2011.
In its original format, IGE allowed for-profit businesses formed under Georgia law to raise up to $1
million from Georgia resident investors.
October 15, 2015 amendment: increased the aggregate limit to $5 million.
July 11, 2017 amendment: reflects the SEC’s expansion of Rule 147 and the creation of Rule 147A as
follows:
 Removed the requirement that IGE filers be formed under the laws of the state of Georgia.
 Maintained the requirement that the filers be for-profit businesses registered with the Georgia
Secretary of State.
Issuers that meet the residency requirements prescribed in amended Rule 147 and Rule 147A are
eligible for filing under IGE.
Issuer must be a “resident” of Georgia – can be foreign filed if deemed a “resident”
 “Doing Business Test” – must meet one of the following to be a “resident”:
o 80% of its gross revenues are derived from Georgia;
o 80% of its assets are held in Georgia;
o 80% of the offering’s proceeds are used in Georgia; or
o A majority of the issuer’s employees are based in Georgia
IGE filers are limited to selling no more than $10,000 in securities to non-accredited Georgia investors,
but there is no selling limited to accredited Georgia investors.
All funds received during the offering must be deposited into a bank or depository institution authorized
to do business in Georgia
IGE does not set limitations on the underlying offering, as long as it does not violate state and federal
law. Gives the issuer the freedom to set his own valuation for issuing equity or convertible notes, loans,
etc.
Bad Actor disqualifiers apply (Rule 590-4-2-.06)
Noula Zaharis
Director
Brad Raffensperger
Secretary of State
Commissioner of Securities
2 Martin Luther King Jr. Drive ● Suite 317 West Tower ● Atlanta, Georgia ● 30334
FILING REQUIREMENT
An issuer must file a notice with the Georgia Securities Division, electronically or via mail, BEFORE
conducting an offering.
Form: File Form GA-1.
No additional documents required – no financials, no investor list, prospectus, marketing material.
Amendment Filing: For material changes, 30 days. No continuing reporting obligations.
General Solicitation: allowed for its offering but only to GA residents
Internet Portal: allowed but not required.
TARGET GROUP
IGE is designed in mind for emerging business who are struggling with traditional ways of getting
funding and seeking ways to raise capital.
The majority of IGE filers are small and emerging businesses that conduct an offering without the use of
brokers, internet portals, or other “middlemen.” As a result, these issuers are responsible for the
solicitation, offer, and/or sale of the underlying securities and potentially not eligible for the broker-
dealer registration exemption. GA reduced the regulatory burden on IGE issuers by expanding the
broker-dealer registration exemption.
WHO USES
Breweries, medical technology firms, real estate firms, manufacturers, restaurants, entertainment,
movie/television support businesses, cybersecurity firms, insurance firms, tax companies, movie
productions, clothing companies, employment agency for film industry.
There are 86 filers.
16 use portals: Sterling Funder, Spark Market, Groundfloor, Crowdvested
ADVANTAGES
Creates a new avenue for Georgia entrepreneurs to connect to additional sources of capital and for
Georgia investors to support Georgia businesses.
Allows new and small Georgia-based businesses the opportunity to raise capital from interested Georgia
investors.
Provides Georgia based entrepreneurs to develop new business ventures, expand existing operations and
create more jobs in Georgia.
Creates a new avenue for Georgia entrepreneurs to connect to additional sources of capital and for
Georgia investors to support Georgia businesses.
Allows new and small Georgia-based businesses the opportunity to raise capital from interested Georgia
investors.
Provides Georgia based entrepreneurs to develop new business ventures, expand existing operations
and create more jobs in Georgia.

Recommended

My Favorite Things About Regulation Crowdfunding (Reg CF) by
My Favorite Things About Regulation Crowdfunding (Reg CF)My Favorite Things About Regulation Crowdfunding (Reg CF)
My Favorite Things About Regulation Crowdfunding (Reg CF)Kairos Capital Legal Advisors,LLC
107 views2 slides
Top 3 Legal Things To Include In Your Written Pitchdeck by
Top 3 Legal Things To Include In Your Written PitchdeckTop 3 Legal Things To Include In Your Written Pitchdeck
Top 3 Legal Things To Include In Your Written PitchdeckKairos Capital Legal Advisors,LLC
73 views2 slides
GIG Presentation for KAAG by
GIG Presentation for KAAGGIG Presentation for KAAG
GIG Presentation for KAAGKairos Capital Legal Advisors,LLC
1.1K views8 slides
10 Questions to Ask Before Hiring a Securities Attorney by
10 Questions to Ask Before Hiring a Securities Attorney10 Questions to Ask Before Hiring a Securities Attorney
10 Questions to Ask Before Hiring a Securities AttorneyKairos Capital Legal Advisors,LLC
249 views1 slide
How Safe Are Safe Agreements? by
How Safe Are Safe Agreements?How Safe Are Safe Agreements?
How Safe Are Safe Agreements?Kairos Capital Legal Advisors,LLC
59 views2 slides
Consequences Of Not Raising Capital From Investors The Right Way by
Consequences Of Not Raising Capital From Investors The Right WayConsequences Of Not Raising Capital From Investors The Right Way
Consequences Of Not Raising Capital From Investors The Right WayKairos Capital Legal Advisors,LLC
60 views2 slides

More Related Content

What's hot

Why Hire Us? KAAG Overview. by
Why Hire Us? KAAG Overview.Why Hire Us? KAAG Overview.
Why Hire Us? KAAG Overview.Kairos Capital Legal Advisors,LLC
1.8K views9 slides
Capital Raising Pricing by
Capital Raising PricingCapital Raising Pricing
Capital Raising PricingKairos Capital Legal Advisors,LLC
363 views2 slides
Rainstar Capital Group Avoid Bankruptcy Programs by
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy ProgramsKurt A.Nederveld- CEO of Rainstar Capital Group
19 views1 slide
Rainstar Capital Group Avoid Bankruptcy Programs by
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy ProgramsRuth Davis
12 views1 slide
Rainstar Capital Group Avoid Bankruptcy Programs by
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy ProgramsKent White
10 views1 slide

What's hot(20)

Rainstar Capital Group Avoid Bankruptcy Programs by Ruth Davis
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Ruth Davis12 views
Rainstar Capital Group Avoid Bankruptcy Programs by Kent White
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Kent White10 views
Rainstar Capital Group Avoid Bankruptcy Programs by Kenneth Schlachter
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Recover From Bankruptcy Programs by Ruth Davis
Rainstar Capital Group Recover From Bankruptcy ProgramsRainstar Capital Group Recover From Bankruptcy Programs
Rainstar Capital Group Recover From Bankruptcy Programs
Ruth Davis9 views
Rainstar Capital Group Avoid Bankruptcy Programs by Denise Horn
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Denise Horn9 views
Rainstar Capital Group Recover From Bankruptcy Programs by Kenneth Schlachter
Rainstar Capital Group Recover From Bankruptcy ProgramsRainstar Capital Group Recover From Bankruptcy Programs
Rainstar Capital Group Recover From Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs by Matthew Rosencrans
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs by Brian
Rainstar Capital Group Avoid Bankruptcy ProgramsRainstar Capital Group Avoid Bankruptcy Programs
Rainstar Capital Group Avoid Bankruptcy Programs
Brian 9 views
Rainstar Capital Group Recover From Bankruptcy Programs by Denise Horn
Rainstar Capital Group Recover From Bankruptcy ProgramsRainstar Capital Group Recover From Bankruptcy Programs
Rainstar Capital Group Recover From Bankruptcy Programs
Denise Horn9 views
Rainstar Capital Group Recover From Bankruptcy Programs by Brian
Rainstar Capital Group Recover From Bankruptcy ProgramsRainstar Capital Group Recover From Bankruptcy Programs
Rainstar Capital Group Recover From Bankruptcy Programs
Brian 9 views

Similar to Invest Georgia Exemption Highlights (updated as of April 23, 2020)

New York Crowdfunding Event Slides: The JOBS Act by
New York Crowdfunding Event Slides: The JOBS ActNew York Crowdfunding Event Slides: The JOBS Act
New York Crowdfunding Event Slides: The JOBS ActCrowdfundInsider
1.3K views11 slides
Doing business in the usa 2015 by
Doing business in the usa 2015Doing business in the usa 2015
Doing business in the usa 2015Nicolas Ribollet
853 views12 slides
Jeffrey Guy Labelle - FINRA BrokerCheck Report by
Jeffrey Guy Labelle - FINRA BrokerCheck ReportJeffrey Guy Labelle - FINRA BrokerCheck Report
Jeffrey Guy Labelle - FINRA BrokerCheck Reportvernonhealy
820 views16 slides
FATCA OVERVIEW by
FATCA OVERVIEWFATCA OVERVIEW
FATCA OVERVIEWGLG
3.8K views24 slides
Risk launch guyana march 2014 by
Risk launch guyana march 2014Risk launch guyana march 2014
Risk launch guyana march 2014Creditinfo
356 views2 slides
Understanding Crowdfunding n.c. | Taking Care of Business Oct. 5, 2016 by
Understanding Crowdfunding n.c. | Taking Care of Business Oct. 5, 2016Understanding Crowdfunding n.c. | Taking Care of Business Oct. 5, 2016
Understanding Crowdfunding n.c. | Taking Care of Business Oct. 5, 2016The Chamber For a Greater Chapel Hill-Carrboro
236 views36 slides

Similar to Invest Georgia Exemption Highlights (updated as of April 23, 2020)(20)

New York Crowdfunding Event Slides: The JOBS Act by CrowdfundInsider
New York Crowdfunding Event Slides: The JOBS ActNew York Crowdfunding Event Slides: The JOBS Act
New York Crowdfunding Event Slides: The JOBS Act
CrowdfundInsider1.3K views
Jeffrey Guy Labelle - FINRA BrokerCheck Report by vernonhealy
Jeffrey Guy Labelle - FINRA BrokerCheck ReportJeffrey Guy Labelle - FINRA BrokerCheck Report
Jeffrey Guy Labelle - FINRA BrokerCheck Report
vernonhealy820 views
FATCA OVERVIEW by GLG
FATCA OVERVIEWFATCA OVERVIEW
FATCA OVERVIEW
GLG3.8K views
Risk launch guyana march 2014 by Creditinfo
Risk launch guyana march 2014Risk launch guyana march 2014
Risk launch guyana march 2014
Creditinfo356 views
Understanding US Expat - A Presentation to IFS Advisors by Derren Joseph
Understanding US Expat - A Presentation to IFS AdvisorsUnderstanding US Expat - A Presentation to IFS Advisors
Understanding US Expat - A Presentation to IFS Advisors
Derren Joseph556 views
Impact Of Jobs Act On Fundraising by bhron
Impact Of Jobs Act On FundraisingImpact Of Jobs Act On Fundraising
Impact Of Jobs Act On Fundraising
bhron461 views
Newsletter on daily professional updates- 10/07/2020 by CA PRADEEP GOYAL
Newsletter on daily professional updates- 10/07/2020Newsletter on daily professional updates- 10/07/2020
Newsletter on daily professional updates- 10/07/2020
CA PRADEEP GOYAL110 views
Guide to Investment Crowdfunding Regulations in Canada 2018 - Katipult Webinar by Alixe Cormick
Guide to Investment Crowdfunding Regulations in Canada 2018 - Katipult WebinarGuide to Investment Crowdfunding Regulations in Canada 2018 - Katipult Webinar
Guide to Investment Crowdfunding Regulations in Canada 2018 - Katipult Webinar
Alixe Cormick176 views
William Walter Gammon - FINRA BrokerCheck Report by vernonhealy
William Walter Gammon - FINRA BrokerCheck ReportWilliam Walter Gammon - FINRA BrokerCheck Report
William Walter Gammon - FINRA BrokerCheck Report
vernonhealy561 views
SEC Removes Ban on General Solicitation by Craig Lilly
SEC Removes Ban on General SolicitationSEC Removes Ban on General Solicitation
SEC Removes Ban on General Solicitation
Craig Lilly460 views
GRIN - Grown Rogue Corporate Presentation by MomentumPR
GRIN - Grown Rogue Corporate PresentationGRIN - Grown Rogue Corporate Presentation
GRIN - Grown Rogue Corporate Presentation
MomentumPR1.5K views
Scrc icap24102013l by Ali Kazimi
Scrc icap24102013lScrc icap24102013l
Scrc icap24102013l
Ali Kazimi631 views
Equity Crowdfunding Comes of Age: Learn the New Rules for Success. A webinar ... by EarlyShares
Equity Crowdfunding Comes of Age: Learn the New Rules for Success. A webinar ...Equity Crowdfunding Comes of Age: Learn the New Rules for Success. A webinar ...
Equity Crowdfunding Comes of Age: Learn the New Rules for Success. A webinar ...
EarlyShares869 views
Form S-8 Registration Statements - Securities Lawyer 101 by Brenda Hamilton
Form S-8 Registration Statements - Securities Lawyer 101Form S-8 Registration Statements - Securities Lawyer 101
Form S-8 Registration Statements - Securities Lawyer 101
Brenda Hamilton464 views
Foreign Corrupt Practices Act Compliance by Financial Poise
Foreign Corrupt Practices Act ComplianceForeign Corrupt Practices Act Compliance
Foreign Corrupt Practices Act Compliance
Financial Poise103 views
Blue city holdings limited form f-1 by Jianxiong Yin
Blue city holdings limited form f-1Blue city holdings limited form f-1
Blue city holdings limited form f-1
Jianxiong Yin46 views

More from Kairos Capital Legal Advisors,LLC

2024 Kairos Capital Legal Fellow Listing.pdf by
2024 Kairos Capital Legal Fellow Listing.pdf2024 Kairos Capital Legal Fellow Listing.pdf
2024 Kairos Capital Legal Fellow Listing.pdfKairos Capital Legal Advisors,LLC
0 views1 slide
2023 End of Session Report (ALL) by
2023 End of Session Report (ALL)2023 End of Session Report (ALL)
2023 End of Session Report (ALL)Kairos Capital Legal Advisors,LLC
42 views59 slides
2023 Key Legislation Report by
2023 Key Legislation Report2023 Key Legislation Report
2023 Key Legislation ReportKairos Capital Legal Advisors,LLC
42 views15 slides
fy_2024_budget-highlights_conference_committee_(hb_19).pdf by
fy_2024_budget-highlights_conference_committee_(hb_19).pdffy_2024_budget-highlights_conference_committee_(hb_19).pdf
fy_2024_budget-highlights_conference_committee_(hb_19).pdfKairos Capital Legal Advisors,LLC
40 views8 slides
2023 Legislative Overview.pdf by
2023 Legislative Overview.pdf2023 Legislative Overview.pdf
2023 Legislative Overview.pdfKairos Capital Legal Advisors,LLC
69 views6 slides
2% Member Infograph.pdf by
2% Member Infograph.pdf2% Member Infograph.pdf
2% Member Infograph.pdfKairos Capital Legal Advisors,LLC
17 views1 slide

More from Kairos Capital Legal Advisors,LLC(20)

Recently uploaded

Collective Mining - November 2023 by
Collective Mining - November 2023Collective Mining - November 2023
Collective Mining - November 2023CollectiveMining1
67 views29 slides
Nicola Mining Inc. Corporate Presentation November 2023 by
Nicola Mining Inc. Corporate Presentation November 2023Nicola Mining Inc. Corporate Presentation November 2023
Nicola Mining Inc. Corporate Presentation November 2023nicola_mining
31 views28 slides
Collective Mining - November 2023 by
Collective Mining - November 2023Collective Mining - November 2023
Collective Mining - November 2023CollectiveMining1
36 views29 slides
Qi House Holdings Limited: Bubble by
Qi House Holdings Limited: BubbleQi House Holdings Limited: Bubble
Qi House Holdings Limited: BubbleShion Kib
6 views1 slide
2311_presentation materials_en_slideshare.pdf by
2311_presentation materials_en_slideshare.pdf2311_presentation materials_en_slideshare.pdf
2311_presentation materials_en_slideshare.pdfsansanir
16 views56 slides
Collective Mining - November 2023 by
Collective Mining - November 2023Collective Mining - November 2023
Collective Mining - November 2023CollectiveMining1
13 views29 slides

Recently uploaded(10)

Nicola Mining Inc. Corporate Presentation November 2023 by nicola_mining
Nicola Mining Inc. Corporate Presentation November 2023Nicola Mining Inc. Corporate Presentation November 2023
Nicola Mining Inc. Corporate Presentation November 2023
nicola_mining31 views
Qi House Holdings Limited: Bubble by Shion Kib
Qi House Holdings Limited: BubbleQi House Holdings Limited: Bubble
Qi House Holdings Limited: Bubble
Shion Kib6 views
2311_presentation materials_en_slideshare.pdf by sansanir
2311_presentation materials_en_slideshare.pdf2311_presentation materials_en_slideshare.pdf
2311_presentation materials_en_slideshare.pdf
sansanir16 views
HamasInvestorDeck.pdf by SefiKedmi
HamasInvestorDeck.pdfHamasInvestorDeck.pdf
HamasInvestorDeck.pdf
SefiKedmi676 views
Corporate Presentation Probe Gold Dec 2023.pdf by Probe Gold
Corporate Presentation Probe Gold Dec 2023.pdfCorporate Presentation Probe Gold Dec 2023.pdf
Corporate Presentation Probe Gold Dec 2023.pdf
Probe Gold13 views

Invest Georgia Exemption Highlights (updated as of April 23, 2020)

  • 1. 2 Martin Luther King Jr. Drive ● Suite 317 West Tower ● Atlanta, Georgia ● 30334 The Office of Secretary of State Securities and Charities Division GEORGIA INTRASTATE EXEMPTION: INVEST GEORGIA EXEMPTION (“IGE”) Created in 2011. In its original format, IGE allowed for-profit businesses formed under Georgia law to raise up to $1 million from Georgia resident investors. October 15, 2015 amendment: increased the aggregate limit to $5 million. July 11, 2017 amendment: reflects the SEC’s expansion of Rule 147 and the creation of Rule 147A as follows:  Removed the requirement that IGE filers be formed under the laws of the state of Georgia.  Maintained the requirement that the filers be for-profit businesses registered with the Georgia Secretary of State. Issuers that meet the residency requirements prescribed in amended Rule 147 and Rule 147A are eligible for filing under IGE. Issuer must be a “resident” of Georgia – can be foreign filed if deemed a “resident”  “Doing Business Test” – must meet one of the following to be a “resident”: o 80% of its gross revenues are derived from Georgia; o 80% of its assets are held in Georgia; o 80% of the offering’s proceeds are used in Georgia; or o A majority of the issuer’s employees are based in Georgia IGE filers are limited to selling no more than $10,000 in securities to non-accredited Georgia investors, but there is no selling limited to accredited Georgia investors. All funds received during the offering must be deposited into a bank or depository institution authorized to do business in Georgia IGE does not set limitations on the underlying offering, as long as it does not violate state and federal law. Gives the issuer the freedom to set his own valuation for issuing equity or convertible notes, loans, etc. Bad Actor disqualifiers apply (Rule 590-4-2-.06) Noula Zaharis Director Brad Raffensperger Secretary of State Commissioner of Securities
  • 2. 2 Martin Luther King Jr. Drive ● Suite 317 West Tower ● Atlanta, Georgia ● 30334 FILING REQUIREMENT An issuer must file a notice with the Georgia Securities Division, electronically or via mail, BEFORE conducting an offering. Form: File Form GA-1. No additional documents required – no financials, no investor list, prospectus, marketing material. Amendment Filing: For material changes, 30 days. No continuing reporting obligations. General Solicitation: allowed for its offering but only to GA residents Internet Portal: allowed but not required. TARGET GROUP IGE is designed in mind for emerging business who are struggling with traditional ways of getting funding and seeking ways to raise capital. The majority of IGE filers are small and emerging businesses that conduct an offering without the use of brokers, internet portals, or other “middlemen.” As a result, these issuers are responsible for the solicitation, offer, and/or sale of the underlying securities and potentially not eligible for the broker- dealer registration exemption. GA reduced the regulatory burden on IGE issuers by expanding the broker-dealer registration exemption. WHO USES Breweries, medical technology firms, real estate firms, manufacturers, restaurants, entertainment, movie/television support businesses, cybersecurity firms, insurance firms, tax companies, movie productions, clothing companies, employment agency for film industry. There are 86 filers. 16 use portals: Sterling Funder, Spark Market, Groundfloor, Crowdvested ADVANTAGES Creates a new avenue for Georgia entrepreneurs to connect to additional sources of capital and for Georgia investors to support Georgia businesses. Allows new and small Georgia-based businesses the opportunity to raise capital from interested Georgia investors. Provides Georgia based entrepreneurs to develop new business ventures, expand existing operations and create more jobs in Georgia. Creates a new avenue for Georgia entrepreneurs to connect to additional sources of capital and for Georgia investors to support Georgia businesses. Allows new and small Georgia-based businesses the opportunity to raise capital from interested Georgia investors. Provides Georgia based entrepreneurs to develop new business ventures, expand existing operations and create more jobs in Georgia.