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Thursday, April 12, 2012

SEC Issues FAQs on JOBS Act Shareholder Registration Provisions

The SEC announced it will be accepting comments as the agency begins to make rules required under the recently-signed Jumpstart Our Business Startups (JOBS) Act. This includes provisions increasing the current 500-shareholder threshold for SEC registration to 2,000 for financial institutions, and raising the deregistration threshold from 300 to 1,200 shareholders. 

The SEC's Corporate Finance Division has issued frequently asked questions to provide guidance on theses JOBS Act provisions. 

The FAQs, among other things, say that the thresholds are effective immediately without rulemaking, and that SEC Form 15 (Certification and Notice of Termination of Registration) will be effective 90 days after it is filed. 

Banks and bank holding companies also may exclude from the holder-of-record calculation -- without waiting for rulemaking -- “persons who received securities pursuant to an employee compensation plan in Securities Act-exempt transactions, whether or not the person is a current employee of the issuer,” according to the FAQs. 

To facilitate public comment, the SEC is providing a series of links on its website organized by titles of the JOBS Act. In addition, to ensure full transparency, the SEC will post information on its website about any JOBS Act meetings with interested parties.

Read the request for comments. 
Read the FAQs.

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