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socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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Langley Brothers, Inc., a corporation incorporated and doing

Resolved Question:

Langley Brothers, Inc., a corporation incorporated and doing business in Kansas, decides to sell no par common stock worth $1 million to the public. The stock will be sold only within the state of Kansas. Joseph Langley, the chairman of the board, says the offering need not be registered with the Securities and Exchange Commission. Is this right? <br /><br />Determine whether or not Langley Brothers would be subject to registration requirements
Submitted: 7 years ago.
Category: Business Law
Expert:  socrateaser replied 7 years ago.

Under 17 C.F.R. Section 240.147, a securities offering made exclusively to residents of a single state by a company both resident and doing business in that state are exempt from registration. Because Langley Brothers Inc. is incorporated and does buisness solely in the state of Kansas, and because the stock is to be sold only within Kansas, therefore, the securities are not subject to registration with the federal Securities and Exchange Commission.



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