Exempt Transactions

Securities that are exempt from registration under the Colorado Securities Act do not require a notice filing or fee unless otherwise noted below.

Transactions that are exempt from registration generally include:

  • Any isolated nonissuer transaction.
  • Any nonissuer distribution of outstanding security if:
    • A recognized securities manual contains certain information about the issuer;
    • If the security has a fixed maturity and the issuer has not defaulted for a certain period of time;
    • Any class of securities of the issuer is registered under Section 12 of the 1934 Act;
    • The issuer is a registered investment company or;
    • The issuer has filed and maintained with the Commissioner, for not less than 90 days, such information as the Commissioner may specify and has paid a fee.
      • Notice is made by filing Form ST. (See Rule 51-3.6).
  • Any nonissuer transaction effected through a licensed broker-dealer pursuant to an unsolicited order or offer to buy.
  • Any transaction between the issuer and an underwriter.
  • Any transaction in a bond secured by a mortgage, security interest, or deed of trust.
  • Any transaction by an executor, administrator, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator.
  • Any transaction by a bona fide pledgee without any purpose of evading the Colorado Securities Act.
  • Any offer or sale to a financial or institutional investor or to a broker-dealer.
  • Any transaction not involving any public offering.
  • Any transaction pursuant to an offering directed to not more than twenty persons in this state and sold to not more than ten buyers in this state during a 12 months period if:
    • The seller reasonably believes the buyers are purchasing for investment; and
    • No commission is paid except to a licensed broker-dealer or sales representative.
  • Any offer or sale of a preorganization certificate or subscription if no commission is paid, the number of subscribers does not exceed 25, and no payment is made by any subscriber.
  • Any transaction pursuant to an offer to existing security holders of the issuer, including holders of convertible securities or warrants, if no commission is paid except to a licensed or exempt broker-dealer.
  • A transaction involving an offer to sell, but not a sale of, security if:
    • A registration statement or similar document required under the 1933 Act has been filed with the SEC, but is not effective;
    • A registration statement has been filed under Section 11-51-303, but is not effective and;
    • No stop order of which the offeror is aware has been entered by the Commissioner of the SEC.
  • A transaction involving an offer to sell, but not a sale of, security if:
    • A registration statement has been filed under Section 11-51-304, but is not effective, and;
    • No stop order of which the offeror is aware has been entered by the Commissioner.
  • A transaction pursuant to a plan or agreement for the following:
    • A reclassification of securities, which involves the substitution of security for another security;
    • A statutory merger or consolidation or similar plan of acquisition; or
    • A transfer of assets in consideration of the issuance of securities. 
  • Any offer or sale of a security in compliance with an exemption from registration with the SEC under Section 3(b)(1) or 4(a)(2) of the 1933 Act pursuant to regulations adopted thereunder by the SEC. However, an offer or sale in compliance with an exemption from registration with the SEC under Regulation A is not exempt.
    • The issuer must file with the Commissioner a notification of exemption and pay a fee.
    • If exempt under Regulation D, a copy of Form D is required (See Rule 51-3.7).
    • All Form D filings made pursuant to Rules 504 or 506 must be submitted to the Securities Commissioner through the Electronic Filing Depository operated by NASAA. 
  • Any non-issuer transaction, whether or not effected through a broker-dealer, involving any class of an issuer's security where the issuer filed a registration statement with the Commissioner on Form F-8, F-9, or F-10 that is effective.
  • Oil and gas auctions.
  • Securities issued pursuant to a court or governmental order.
  • Securities offered, sold, or purchased by Canadian broker-dealers excluded from the broker-dealer definition given in Rule 51-2.1.1.3.
  • Offer or sale to an accredited investor.
  • Uniform Notice of Transaction form, a copy of a general announcement, and a fee must be filed with the Commissioner within 15 days after the first sale in Colorado.

Generally, state exemptions are coordinated with the exemptions for securities and transactions under the 1933 Act, so than an offering registered under the 1933 Act is also subject to registration by filing under the Colorado Securities Act (in the absence of an exemption), and so that an offering exempt from registration under the 1933 Act (other than pursuant to the exemption for intrastate offerings) is also exempt from registration under the Colorado Securities Act.

Exemption requirements listed in Sections 11-51-307 and 11-51-309.