Blank Ohio 3 Q Template

What is the purpose of the Ohio 3-Q form?

The Ohio 3-Q form is designed for issuers to claim a section 1707.03(Q) exemption for securities sold in Ohio. This exemption applies to sales made within 60 days of the form's filing and for securities not previously reported. It is exclusively available to issuers relying on Section 4(2) of the Securities Act of 1933.

Who needs to fill out the Ohio 3-Q form?

Issuers of securities intending to claim an exemption under section 1707.03(Q) for sales made in Ohio must complete the form. This is pertinent to those who have conducted sales that require reporting and have not been previously filed, provided they qualify under Section 4(2) of the Securities Act of 1933.

What is the filing fee associated with the Ohio 3-Q form?

A non-refundable filing fee is required when submitting the Ohio 3-Q form. The initial filing attracts a $100 fee, with any subsequent related filings made during the same calendar year costing $50 each.

Where do I send the completed Ohio 3-Q form and the associated fee?

The completed form along with the necessary filing fee, paid via check or money order to the "Ohio Division of Securities", should be submitted to the Ohio Division of Securities, located at 77 South High Street, 22nd Floor, Columbus, Ohio 43215-6131.

Can Rules 504, 505, and 506 be used as a basis for claiming the exemption under Section 1707.03(Q)?

No, the exemption under Section 1707.03(Q) cannot be claimed based on Rules 504, 505, and 506. The exemption must be claimed pursuant to Section 4(2) of the Securities Act of 1933 only.

What should be included if commissions were paid for the sales of securities?

If any commissions, discounts, or other remuneration were paid or are to be paid for sales of securities in Ohio, these should be detailed on the form. This includes the name and address of the recipient, the amount, and the percentage of the initial offering price. If none were paid, the issuer should state "None".

Is there a requirement for companies not domiciled in Ohio?

Yes, incorporated issuers not domiciled in Ohio or unincorporated issuers whose principal place of business is outside of Ohio must file a Form 11 or Form U-2, as referenced in section 1707.11 of the Revised Code.

Filling out the Ohio 3-Q form can seem straightforward, but there are common mistakes that people often make. Paying attention to these missteps can ensure that your submission is accurate and avoids unnecessary delays.

1. Not providing the issuer's full legal name and payer’s Federal Tax Identification Number. It's crucial to include the complete legal name as it appears in official documents and the correct tax identification number to avoid confusion or misidentification.
2. Incorrect issuer address or phone number. The address should match the official records, and the phone number must be current to facilitate communication.
3. Failing to specify the state of incorporation/formation and type of entity correctly. This information helps to clarify the legal structure and jurisdiction of the issuer, which are critical for compliance purposes.
4. Omitting contact information for correspondence. The name, address, and phone number for who should receive correspondence about the report ensure that any queries or updates reach the right person.
5. Incomplete details on the securities sold. Forgetting to include full information about the type of securities, the date of sale, number of units sold, price per unit, and number of purchasers can lead to an incomplete exemption claim.
6. Incorrect basis for the claim of exemption. Not confirming that the exemption claim is based on Section 4(2) of the Securities Act of 1933, or mistakenly claiming it under Rules 504, 505, and 506 can lead to rejection.
7. Leaving out commissions or remuneration details. Failing to list any commissions, discounts, or other remuneration paid for sales in Ohio, including the recipient's name and address, can be seen as withholding crucial transaction details.

These mistakes can impede the processing of your form, potentially leading to delays or the need for amendments. Taking the time to review and ensure all information is correct and complete before submission can save time and help in the seamless processing of your exemption claim.

When preparing and submitting the Ohio 3-Q form, it's crucial to have a comprehensive understanding of the associated paperwork that may be required or beneficial throughout the process. This list highlights additional forms and documents frequently used alongside the Ohio 3-Q form to ensure a thorough and compliant submission to the Ohio Division of Securities.

• Form U-2 (Uniform Consent to Service of Process): This form allows the state to serve legal papers to a company through a designated official if legal issues arise. It's often required for issuers not domiciled in Ohio or those with a principal place of business outside the state.
• Form U-1 (Uniform Application to Register Securities): This application is necessary for issuers looking to register securities for sale in Ohio. It provides detailed information about the securities and the company, ensuring transparency and compliance with state regulations.
• Offering Circular: This document provides potential investors with detailed information about the securities being offered, the terms of the offering, and risks involved. It's akin to a prospectus and may be required for certain exempt securities offerings.
• Form D (Notice of Exempt Offering of Securities): While primarily filed with the SEC, Form D may also be required at the state level for certain exempt securities offerings. It notifies regulators of an entity's intent to raise capital through the sale of securities under an exemption from registration.
• Subscription Agreement: This legal document outlines the terms and conditions between the issuer and the investor for the sale and purchase of securities. It includes information such as the number of shares and price per share.
• Investor Questionnaire: Often used to gather information about potential investors, this questionnaire helps to ensure that the offering complies with federal and state securities laws regarding investor suitability and accreditation standards.
• Business Plan: A comprehensive document that provides detailed information about the company's operations, financial projections, and strategy. While not always required, it can be fundamental for potential investors and regulatory bodies to understand the business and the purpose of the capital being raised.

Understanding and preparing the necessary documentation is critical for a successful securities offering in Ohio. Each document serves a distinct purpose, ensuring that the offering is transparent, compliant, and attractive to potential investors. The Ohio 3-Q form and its accompanying documents facilitate a smooth process for issuers looking to navigate the complexities of securities regulations in the state.

The Form D Notice of Exempt Offering of Securities is one document that shares similarities with the Ohio 3-Q form. Both forms are used in the context of securities exemptions, although they cater to different jurisdictions and laws. The Form D is filed with the U.S. Securities and Exchange Commission (SEC) and is utilized by companies to notify the SEC of an offering of securities that is exempt from the full registration requirements under the Securities Act of 1933, such as under Regulation D. Similarly, the Ohio 3-Q form is used by entities to claim exemption from registration for securities sold in Ohio, specifically under section 1707.03(Q), serving a similar purpose at the state level by providing notification of and details on exempt securities offerings.

The Form U-1 Uniform Application to Register Securities is another document that parallels the Ohio 3-Q form in intent but differs in specific context and requirements. The form U-1 is part of a coordinated registration process for securities offerings across multiple states, aimed at standardizing the information required from issuers seeking to register their securities for public sale. The Ohio 3-Q, conversely, is utilized specifically within Ohio to claim an exemption for securities that do not undergo the full registration process, highlighting the focus of the U-1 on registration versus the 3-Q's focus on exemption from registration within the realm of state-level securities regulation.

The Form U-2 Uniform Consent to Service of Process is an additional document related to the Ohio 3-Q, in that it often accompanies securities filings to authorize service of legal process on a designated entity in each state where a security is offered. While the focus of the Form U-2 is on assuring that issuers can be legally reached in any jurisdiction where they offer securities, it complements the Ohio 3-Q by fulfilling one of the legal requirements for companies that seek to utilize exemptions from registration when offering securities. This shows how documents catering to logistical and legal formalities accompany those like the 3-Q that substantively address the securities offering exemptions.

Lastly, the Form 11 or Form U-2 mentioned within the Ohio 3-Q document itself is akin to the 3-Q in serving issuers who are not domiciled in Ohio or have their principal place of business elsewhere but are engaging in securities offerings within Ohio. These forms are required for issuers in these circumstances to ensure compliance with Ohio's specific securities regulations, especially in cases where issuers might not otherwise be obligated to engage with Ohio's regulatory framework. In this way, the Form 11 or Form U-2 requirement underscores the function of the 3-Q in regulating interstate securities offerings and ensuring that out-of-state entities comply with Ohio's securities laws, similarly aiming to protect investors and maintain market integrity within the state.

When filling out the Ohio 3-Q form for reporting the sale of securities, it is important to follow specific guidelines to ensure the submission is accepted and processed correctly. Below are ten recommendations on what you should and should not do during this process.

• Do carefully read the entire form before starting to make sure you understand all the requirements.
• Do have all necessary information and documents ready, including details of the securities sold, the issuer's full name, and the federal tax identification number.
• Do double-check the issuer's address and contact information to ensure it is accurate and up-to-date.
• Do confirm the legal basis for the claim of exemption, specifically that it is pursuant to Section 4(2) of the Securities Act of 1933, as other rules cannot be used for this purpose.
• Do list all the investors who have purchased the offering to date, including those from previous filings related to this offering.
• Do not leave the "Claimant Must Not Fill In" section incomplete; ensure no part of this section is mistakenly filled out as it is intended for official use only.
• Do not forget to attach any required exhibits or schedules that are part of your filing package.
• Do not neglect to include the correct filing fee, remembering that it is $100 for the first filing and $50 for any related filings thereafter within the same calendar year.
• Avoid making handwritten corrections on the form; if errors are made, it is advisable to start with a fresh form to ensure legibility and professionalism.
• Do not delay sending the form, considering the 60-day requirement for claiming the exemption after the sale of securities not previously reported.

Following these guidelines can help ensure the submission process is smooth and that all legal requirements are met for the sale of securities in Ohio. Remember, when in doubt, consulting with a lawyer knowledgeable in securities law in Ohio can provide further guidance and help avoid potential legal issues.

When filing the Ohio 3-Q form, several misconceptions can lead to errors or misunderstandings about the process and its requirements. Here are seven common misconceptions:

• Any business entity can file the Form 3-Q. It's important to understand that only issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. This specificity ensures that the form is used appropriately according to Ohio securities law.
• The filing fee is refundable. The filing fee for the Ohio 3-Q form is non-refundable, making it crucial for filers to ensure accuracy and completeness to avoid potential financial loss. The initial fee is $100, with a $50 fee for any subsequent related filings within the same calendar year.
• You can file the Form 3-Q at any time. The form must be filed within 60 days of the sale of securities in Ohio that have not been previously reported. This time frame is critical for maintaining compliance with Ohio's securities regulations.
• Rules 504, 505, and 506 can be used for exemption claims. Contrary to this belief, these rules cannot be used as a basis for claiming the exemption pursuant to Section 1707.03(Q). The form specifically notes that the basis in law for the exemption claim must be Section 4(2) of the Securities Act of 1933.
• An offering circular is always required when filing Form 3-Q. While an offering circular may be used in connection with the sales reported, it is not a mandatory requirement for every filing. Filers must indicate whether an offering circular was used, and if so, whether it is attached or was previously submitted.
• Commission payments are unrestricted. The form requires detailed information about commissions, discounts, or other remuneration paid or to be paid for sales in Ohio. Furthermore, it asks whether these compensations were only given to licensed dealers or salesmen under Chapter 1707 of the Revised Code, highlighting the regulations surrounding sales practices.
• All business entities must file the Form 3-Q from within Ohio. Incorporated issuers not domiciled in this state or unincorporated issuers with a principal place of business outside of Ohio must file a Form 11 or Form U-2, as outlined in section 1707.11, R.C. This distinction is crucial for out-of-state entities seeking to comply with Ohio securities law.

Understanding these misconceptions is key to ensuring that the filing process is navigated accurately and in compliance with Ohio's securities regulations. It's always recommended to consult with a legal professional when dealing with specific aspects of securities law and filing requirements.

Filling out and using the Ohio 3-Q form involves several key steps and rules to follow. Here are some essential takeaways to ensure the process is handled correctly:

• The Ohio 3-Q form is specifically designed for claiming a section 1707.03(Q) exemption for securities sold in Ohio that have not been previously reported and were sold within 60 days of filing this form.
• Only issuers operating under Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. It's important to confirm eligibility before proceeding with the filing.
• A non-refundable filing fee is required alongside the Ohio 3-Q form submission: $100 for the first filing and $50 for any subsequent related filings within the same calendar year.
• Payments for the filing fee should be made by check or money order, payable to the "Ohio Division of Securities," and should be included with the submitted form.
• Issuers must provide their full name, address, state of incorporation or formation, and specify the type of entity (e.g., Corporation, Partnership, etc.) when filling out the form.
• It's necessary to appoint a contact person for correspondence regarding the report, including their name, address, and phone number.
• The form requires detailed information about the securities sold under the exemption, including the type of securities, date of sale, number of units sold, price per unit, and the number of purchasers.
• Issuers are required to confirm that their claim of exemption is based on compliance with Section 4(2) of the Securities Act of 1933, explicitly noting that Rules 504, 505, and 506 are not valid bases for this exemption.
• Any commissions, discounts, or other forms of remuneration paid or to be paid for the sales of securities in Ohio must be disclosed. If applicable, the form should specify whether these were given only to licensed dealers or salesmen.
• The use of an offering circular in connection with the reported sales needs to be indicated, along with the submission or prior submission of a copy to the Ohio Division of Securities.
• The form also inquires whether the offering has been terminated, requiring the submission's date if applicable.
• For incorporated issuers not domiciled in Ohio or unincorporated issuers based outside of Ohio, a Form 11 or Form U-2 must also be filed, per section 1707.11, R.C.
• The form must be signed by an individual authorized by the issuer, asserting that the provided information is true and agreeing to the conditions set forth by the Ohio Revised Code.
• It's suggested to send the Form 3-Q via certified mail for receipt verification or include a self-addressed, stamped envelope for confirmation.

Complying with the above guidelines when preparing the Ohio 3-Q form will aid issuers in successfully claiming the section 1707.03(Q) exemption for their securities sales in Ohio.