Shown verbatim: the complete text as captured from the official PDF posted by the Arkansas General Assembly, fetched 2026-07-23. Page and line markers are part of the official record; nothing is edited or removed. The official bill page.
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1 State of Arkansas A Bill
2 95th General Assembly
3 Regular Session, 2025 SENATE BILL 220
4
5 By: Senator J. Boyd
6 By: Representative Achor
7
8 For An Act To Be Entitled
9 AN ACT TO AMEND THE ARKANSAS SECURITIES ACT; TO
10 CLARIFY EXEMPT TRANSACTIONS UNDER THE ARKANSAS
11 SECURITIES ACT; AND FOR OTHER PURPOSES.
12
13
14 Subtitle
15 TO AMEND THE ARKANSAS SECURITIES ACT;
16 AND TO CLARIFY EXEMPT TRANSACTIONS UNDER
17 THE ARKANSAS SECURITIES ACT.
18
19 BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF ARKANSAS:
20
21 SECTION 1. DO NOT CODIFY. This act shall be known and may be cited as
22 the "Invest Arkansas Exemption Act".
23
24 SECTION 2. Arkansas Code � 23-42-504(a)(12), concerning an exempt
25 transaction that is an offer or sale of a security by an issuer under the
26 Arkansas Securities Act, is amended to read as follows:
27 (12) An offer or sale of a security by an issuer if the offer or
28 sale of the security is conducted according to the following:
29 (A) Either of the following applies:
30 (i) The issuer of the security is a corporation or
31 other business entity organized and operating for-profit business entity
32 formed under the laws of this state and has its principal place of business
33 in Arkansas and is registered with the Secretary of State;
34 (B) the The transaction meets the requirements of the
35 federal exemption for intrastate offerings in either:
36 (i) section Section 3(a)(11) of the Securities Act
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1 of 1933, 15 U.S.C. � 77c(a)(11), as it existed on January 1, 2017 January 1,
2 2025, and Rule 147 of the United States Securities and Exchange Commission,
3 17 C.F.R. � 230.147, as it existed on January 1, 2017, and as such, the
4 securities shall be offered to and sold only to persons who are residents of
5 this state at the time of purchase January 1, 2025; or
6 (ii) The issuer of the security is a corporation or
7 other business entity with its principal place of business in Arkansas and
8 the transaction meets the requirements of the federal exemption for
9 intrastate offerings in section 28 of the Securities Exchange Act of 1933, 15
10 U.S.C. � 77z-3, as it existed on January 1, 2017, and Rule 147A of the United
11 States Securities and Exchange Commission, 17 C.F.R. � 230.147A, as it
12 existed on January 1, 2017, and as such, the securities shall be sold only to
13 persons who are residents of this state at the time of purchase January 1,
14 2025;
15 (B)(C) The sum of all cash and other consideration to be
16 received for all sales of the security in reliance upon the exemption
17 described in this subdivision (a)(12) shall not exceed one million dollars
18 ($1,000,000) ten million dollars ($10,000,000), less the aggregate amount
19 received for all sales of securities by the issuer within six (6) months
20 after the completion of the offering twelve (12) months before the first
21 offer or sale made in reliance upon this exemption;
22 (C)(D)(i) The issuer shall not accept more than five
23 thousand dollars ($5,000) one hundred thousand dollars ($100,000) from any
24 single purchaser unless the purchaser is an accredited investor as defined by
25 Rule 501 of United States Securities and Exchange Commission Regulation D, 17
26 C.F.R. � 230.501, as it existed on January 1, 2017 January 1, 2025.
27 (ii) Two (2) or more individual purchasers residing
28 at the same primary residence who are not accredited investors and have a
29 close family relationship shall be treated as a single purchaser for purposes
30 of the monetary limit under subdivision (a)(12)(D)(i) of this section;
31 (D) The issuer should reasonably believe that all
32 purchasers of securities are purchasing for investment and not for sale in
33 connection with a distribution of the security;
34 (E) A commission or remuneration shall not be paid or
35 given, directly or indirectly, for a person's participation in the offer or
36 sale of securities for the issuer unless the person is registered as a
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1 broker-dealer or agent under this chapter All funds received from investors
2 shall:
3 (i) Be deposited into a bank as defined in � 23-45-
4 102(a)(5)(A) authorized to do business in this state; and
5 (ii) Used according to the representations made to
6 investors;
7 (F)(i) The commissioner may by rule or order, as to any
8 security or transaction or any type of security or transaction, withdraw or
9 further condition the exemption under this subdivision (a)(12) The issuer
10 shall file a proof of exemption with the commissioner in writing at least ten
11 (10) days before securities are sold.
12 (ii) The proof of exemption under subdivision
13 (a)(12)(F)(i) of this section shall specify that the issuer is conducting an
14 offering in reliance of the exemption under this subdivision (a)(12).
15 (iii) The proof of exemption under subdivision
16 (a)(12)(F)(i) of this section shall contain:
17 (a) The name and address of the issuer;
18 (b) The name and address of all persons who
19 will be involved in the offer or sale of securities on behalf of the issuer;
20 (c) The name and address of the bank as
21 defined in � 23-45-102(a)(5)(A) into which investor funds will be deposited;
22 and
23 (d) A copy of the offering documents to be
24 provided to each prospective purchaser in connection with the offering.
25 (G)(iv) A The issuer shall pay a filing fee of one
26 hundred dollars ($100) shall be paid to the commissioner for every proof of
27 exemption filed with the commissioner under this subdivision (a)(12)
28 (a)(12)(F)(i) of this section;.
29 (v) If the information contained in the proof of
30 exemption filed with the commissioner under subdivision (a)(12)(F)(i) of this
31 section becomes inaccurate for any reason, the issuer shall file an amendment
32 in writing with the commissioner within sixty (60) days;
33 (G) The issuer shall inform all purchasers that the
34 securities have not been registered under this chapter and cannot be resold
35 unless the securities are:
36 (i) Registered or qualify for an exemption from
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1 registration under this section and �� 23-42-501 -- 503; and
2 (ii) Subject to the limitation on resales contained
3 in either:
4 (a) Subsection (e) of Rule 147 of the United
5 States Securities and Exchange Commission, 17 C.F.R. 230.147(e), as it
6 existed on January 1, 2025, and in the manner described in subsection (f) of
7 Rule 147 of the United States Securities and Exchange Commission, 17 C.F.R.
8 230.147(f), as it existed on January 1, 2025; or
9 (b) Subsection (e) of Rule 147(A) of the
10 United States Securities and Exchange Commission, 17 C.F.R. 230.147A(e), as
11 it existed on January 1, 2025, and in the manner described in subsection (f)
12 of Rule 147A of the United States Securities and Exchange Commission, 17
13 C.F.R. 230.147(A)(f), as it existed on January 1, 2025;
14 (H) A commission or other remuneration shall not be paid
15 or given, directly or indirectly, for any person's participation in the offer
16 or sale of securities for the issuer unless the person is registered as a
17 broker-dealer or agent under this chapter or a funding portal registered with
18 the Financial Industry Regulatory Authority;
19 (I) The issuer shall not be, either before or as a result
20 of the offering:
21 (i) An investment company as defined in Section 3 of
22 the Investment Company Act of 1940, 15 U.S.C. � 80a-3, as it existed on
23 January 1, 2025;
24 (ii) Subject to the reporting requirements of:
25 (a) Section 13 of the Securities and Exchange
26 Act of 1934, 15 U.S.C. � 78m, as it existed on January 1, 2025; or
27 (b) Section 15(d) of the Securities and
28 Exchange Act of 1934, 15 U.S.C. � 78o(d), as it existed on January 1, 2025;
29 or
30 (iii) Considered a blind pool or a company that has:
31 (a) Not yet defined its business operations;
32 (b) No business plan;
33 (c) No stated investment goal for the funds
34 being raised; or
35 (d) Plans to engage in a merger or acquisition
36 with an unspecified business entity;
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1 (J) The exemption under this subdivision (a)(12) shall not
2 be used in conjunction with any other exemption under this chapter except
3 for:
4 (i) The exemption to institutional investors under
5 subdivision (a)(8) of this section; and
6 (ii)(a) Offers and sales to controlling persons of
7 the issuer.
8 (b) Sales to controlling persons under
9 subdivision (a)(12)(J)(ii)(a) of this section shall not count toward the
10 limitation under subdivision (a)(12)(D) of this section; and
11 (K) The exemption under this subdivision (a)(12) shall
12 not:
13 (i) Be available if the issuer is subject to an
14 event that would disqualify an issuer under Rule 506(d)(1) of the United
15 States Securities and Exchange Commission Regulation D, 17 C.F.R. �
16 230.506(d)(1), as it existed on January 1, 2025; or
17 (ii) Be construed to alleviate a person from the
18 antifraud provisions under � 23-42-507.
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