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Certain transactions that convey a financial interest are automatically exempt from registration requirements. For example, sale of an interest in a general partnership would not be subject to securities laws because such an interest would not be considered a security.
Registered Securities These are transactions where the company is selling its securities directly to an investor as opposed to an investor buying securities of the company from a private individual or through a stock exchange.
Under the U.S. Securities Laws, specifically The Securities Act of 1933, the mere offer to sell a security ? unless there is an effective registration statement on file with the SEC for the offer ? via the Internet can be a felony subjecting the offeror to a 5 year federal prison term.
Unregistered shares have fewer investor protections and pose different kinds of risks than registered securities. As a result, companies can only sell unregistered shares to "qualified investors." To be considered a "qualified investor," you must be a high-net-worth individual (HNWI) or a high-income investor.
Main Legal Differences The primary legal differences between a registered and unregistered holding company are the SEC compliance regulations to which a registered company must adhere. A registered holding company must comply with generally accepted accounting principles and file its financial reports with the SEC.