Free Ohio 3 Q Template

How to Use Ohio 3 Q

Filing out the Ohio 3-Q form is an important step for issuers looking to claim a section 1707.03(Q) exemption for securities sold in Ohio. This form permits issuers utilizing Section 4(2) of the Securities Act of 1933 exemption to report sales of securities that have occurred within 60 days before the form is filed, provided these sales haven't been previously reported. Whether it's your first time filing or not, following the outlined steps will ensure accurate submission. Remember, the non-refundable filing fee varies depending on if it's your first or subsequent filing within the same calendar year.

1. Begin by gathering all necessary information including the issuer's full name and payer’s federal tax identification number.
2. Fill in the issuer's address, ensuring you include the city, state, and zip code, as well as a phone number for contact.
3. Identify the state of incorporation or formation and the type of entity (e.g., corporation, partnership).
4. Indicate where correspondence regarding this report should be sent, including the name, street, city, state, zip code, and phone number.
5. List the securities sold in Ohio that you're claiming an exemption for, including the type of securities, date of sale, number of units sold, price per unit, and number of purchasers. Attach an additional sheet if necessary.
6. Confirm the basis of law for this exemption claim is pursuant to Section 4(2) of the Securities Act of 1933, noting that Rules 504, 505, and 506 cannot be used to claim this exemption.
7. Document the total number of persons who have purchased this offering to date, both within and outside of Ohio. This total should include those claimed on all previously filed Form 3-Qs for this offering.
8. Detail any commissions, discounts, or other remuneration paid or to be paid to any person for the sales in Ohio. Include the name and address of the person receiving the commission and the amount as a percentage of the initial offering price. If none, state "None".
9. Indicate whether an offering circular was used in connection with these sales, attaching a copy of the circular if it was used and has not been submitted previously.
10. Report if the offering has been terminated; if so, provide the date of termination.
11. If applicable, include a filled-out Form 11 or Form U-2 for incorporated issuers not domiciled in this state or unincorporated issuers with a principal place of business outside this state.
12. Finally, ensure the form is signed by an individual authorized by the issuer. Include the issuer or dealer's full name, the authorized individual's signature, the date, and their official capacity.

Once all steps are completed, prepare a check or money order for the appropriate filing fee payable to the “Ohio Division of Securities.” To ensure safe and verifiable delivery, it's recommended to send the form via certified mail. Alternatively, for confirmation of receipt, include a self-addressed, stamped envelope along with a copy of the form. Being meticulous with these steps will help in facilitating a smooth filing process.

What is the Form 3-Q and who is required to fill it out?

The Form 3-Q is a report of sale of securities that must be filed with the Ohio Division of Securities. It is specifically designed for issuers who are claiming a section 1707.03(Q) exemption for securities sold in Ohio. This exemption applies to securities sold within 60 days of the filing of the form that have not been previously reported. Only issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. Therefore, it is essential for issuers fitting these criteria to complete and submit the Form 3-Q promptly.

What information is needed to complete Form 3-Q?

To effectively complete the Form 3-Q, issuers need to provide a range of information including the issuer's full name, the payer’s Federal Tax Identification Number, issuer's address, state of incorporation or formation, type of entity (e.g., Corporation, Partnership, etc.), and contact details for correspondence regarding the report. Additionally, details of the securities sold in Ohio such as the type, date of sale, number of units sold, price per unit, number of purchasers, and the legal basis for claiming exemption under Section 4(2) must be included. Any commissions, discounts, or remuneration paid for sales in Ohio must be listed as well.

Is there a filing fee associated with Form 3-Q?

Yes, when filing the Form 3-Q, there is a non-refundable filing fee. The fee is $100 for the first filing and $50 for any subsequent related filings made during the same calendar year. The filing fee must be submitted alongside the completed Form 3-Q and any exhibits or schedules via check or money order payable to the “Ohio Division of Securities”. This fee helps cover the administrative costs of processing the form.

What happens after submitting Form 3-Q?

After an issuer submits Form 3-Q, along with the required filing fee and any necessary exhibits or schedules, to the Ohio Division of Securities, the form will undergo a review process. The Division checks for completeness and compliance with the applicable laws and regulations. If any issues are identified, an amendment may be requested. Once accepted for filing, the securities sale reported is officially recorded and considered in compliance with section 1707.03(Q). Issuers may send the form via certified mail for verification of receipt or include a self-addressed, stamped envelope with their submission for confirmation.

1. Filling out sections that should be left blank: Sometimes, people mistakenly fill in the sections labeled "Claimant Must Not Fill In." This part of the form is meant only for the Division's use, including fields such as "Checked In," "Fee Received," and "Record Made." It's crucial to skip these sections.

2. Incorrect filing fee: The form clearly indicates a non-refundable filing fee of $100 for the first filing and $50 for any subsequent related Form 3-Q filing made during the same calendar year. People often submit the wrong amount, which can delay processing.

3. Forgetting to attach necessary exhibits or schedules: If there are additional details about the securities sold that need to be provided, attaching exhibits or schedules is essential. Overlooking this requirement can result in an incomplete submission.

4. Not using an additional sheet for detailed descriptions: When the space provided on the form is insufficient, especially for reporting the securities sold, some forget to use additional sheets. This is particularly important for the section detailing the type of securities sold, date of sale, number of units sold, price per unit, and number of purchasers.

5. Misunderstanding the basis for a claim of exemption: The form is explicit that the exemption claim must be based on Section 4(2) of the Securities Act of 1933. Yet, people mistakenly try to claim the exemption under Rules 504, 505, and 506, which is not permitted.

6. Incorrectly stating the number of purchasers: It's vital to include all persons who have purchased the offering to date, both within Ohio and elsewhere. People often report only the number of new purchasers or forget to include purchasers from previous filings.

7. Omission of details regarding commissions, discounts, or other remuneration: If any commissions or discounts were paid out for sales in Ohio, these must be clearly listed, including the name and address of the recipient, the amount, and the percentage of the initial offering price. A common mistake is to leave this section blank or provide incomplete information.

When working with the Ohio Form 3-Q for reporting the sale of securities under a specific exemption, various other forms and documents often come into play to ensure compliance and completeness of the legal procedure. Understanding each of these auxiliary documents can significantly streamline the process for issuers and legal professionals.

• Form U-1: Known as the Uniform Application to Register Securities, this form is essential for issuers seeking to register securities for sale to the public in Ohio. It requires detailed information about the issuer, the securities to be offered, and the planned offering.
• Form U-2: The Uniform Consent to Service of Process accompanies many securities-related filings, including Form 3-Q, providing the securities regulators with the issuer’s consent to service of legal process in the state.
• Form 11 or Notification Filing Form: Required for issuers not domiciled in Ohio, or for unincorporated issuers whose principal place of business is outside Ohio. This form helps declare the issuer's intent to the state regulators and ensures compliance with local laws.
• Offering Circular or Prospectus: While not a form in the strictest sense, an offering circular or prospectus provides potential investors with essential details about an investment offering, including the use of proceeds, risk factors, and financial statements.
• O.A.C. Rule 1301:6-3-03 Verification Sheet: This document is essential for verifying compliance with specific Ohio Administrative Code rules relevant to the claim of exemption under Section 1707.03(Q).
• Subscription Agreement: An agreement between the issuer and the investor specifying the terms of the investment. It is critical for documenting the sale of securities under the claimed exemption.
• Investor Questionnaire: Often required to demonstrate the suitability of investors under the exemption claimed in Form 3-Q. It collects detailed information about the investor's financial situation, investment experience, and risk tolerance.
• SEC Form D: Although primarily a federal requirement for exemptions under Regulation D of the Securities Act of 1933, issuers relying on certain exemptions may need to file Form D with the Securities and Exchange Commission and provide a copy to the state securities regulators.

These accompanying documents play a crucial role in ensuring that the sale of securities complies with both Ohio state regulations and federal law. Proper preparation and understanding of these forms can help issuers navigate the complexities of securities offerings with greater ease and confidence.

The Form D is one federal document that resembles the Ohio 3-Q form in several aspects, primarily because both are used in the reporting of securities sales. The Form D is a notice filed with the U.S. Securities and Exchange Commission for securities offerings that are exempt from registration under the Securities Act of 1933. Like the Ohio 3-Q form, it requires details about the issuer, the offering, and the exemption relied upon. However, Form D is used across the United States, whereas the Ohio 3-Q form is specific to securities sales within Ohio.

Another similar document is the Uniform Notice of Securities Offering (Form U-1). This form is used by issuers to notify state securities regulators of an offering's details under a specific exemption. Like the Ohio 3-Q form, Form U-1 collects information about the issuer, the type of securities offered, the exemption claimed, and the terms of the offering. Both forms are part of the regulatory requirements designed to provide transparency and protect investors in private securities offerings.

The Notice of Exempt Offering of Securities (Form 1-Z) serves a purpose similar to the Ohio 3-Q form, though it is used to finalize a securities offering. Form 1-Z is filed after the completion of an offering, reporting on the results and claiming the termination of the offering under a specific exemption. While the Ohio 3-Q is used for sales within a 60-day period in Ohio, both forms focus on reporting securities sales or completion under exemptions from standard registration requirements.

The Certificate of Designation is another document related to the Ohio 3-Q form as it pertains to the issuance of preferred stock by corporations, which could be part of what's reported on the Ohio 3-Q form if such securities were sold in Ohio under an exemption. This document outlines the preferences, rights, and limitations of a series of preferred stock, ultimately affecting the value and appeal of the securities offered, similar to the details required in the 3-Q form related to the securities' type and price.

Lastly, the Investment Agreement is a comprehensive contract that can detail the terms of securities sales reported on the Ohio 3-Q form. This agreement between an issuer and an investor specifies the conditions of the investment, including the type of security (such as equity or debt), the amount of the investment, and the rights of the investor. While the Investment Agreement is a contract rather than a regulatory filing, the information it contains would correlate with the details provided in a 3-Q filing, such as the number of units sold and the price per unit.

Filling out the Ohio 3-Q form, a key document for claiming an exemption for securities sold in Ohio, requires careful attention to detail. To ensure your filings are successful and compliant, here are some essential do's and don'ts:

• Do ensure you have the issuer's full name and payer’s federal tax identification number ready before you begin.
• Do clearly list the issuer’s address, including city, state, and zip code, to avoid any confusion or delays.
• Do confirm the basis in law for your claim of exemption is indeed pursuant to Section 4(2) of the Securities Act of 1933, as other rules like 504, 505, and 506 do not qualify under Section 1707.03(Q).
• Do include a detailed list of the securities sold in Ohio, including type, date of sale, number of units sold, price per unit, and number of purchasers, ensuring all information is current and accurate.
• Do check the total number of persons who have purchased the offering to date, including those within and outside of Ohio, even if they've been reported on previous Form 3-Q submissions for the same offering.
• Don't forget to list any commissions, discounts, or other remunerations paid or to be paid for sales in Ohio, including the names and addresses of recipients, amount of commission, and percentage of the initial offering price. If none were paid, clearly state “None”.
• Don't overlook the requirement to submit the form alongside the filing fee by check or money order payable to the “Ohio Division of Securities”. Remember, the fee is non-refundable and amounts to $100 for the first filing and $50 for any subsequent related filings made during the same calendar year.

By following these guidelines, you can streamline the process of filing the Ohio 3-Q form and ensure compliance with the relevant securities laws and regulations in the State of Ohio.

• One common misconception is that any business can use the Form 3-Q for reporting the sale of securities in Ohio. However, this form is exclusively for issuers that are relying on Section 4(2) of the Securities Act of 1933. This means only those issuers meeting specific conditions related to exemption from registration can use this form.

• Another misunderstanding is about the filing fee. People often think the fee is negotiable or variable. In reality, the filing fee is strictly set at $100 for the first filing and $50 for any subsequent related filings within the same calendar year. These fees are non-refundable.

• Some assume that the Form 3-Q can be used as often as needed throughout the year without extra charges. The truth is, while one can file the Form 3-Q multiple times, each related additional filing during the same calendar year incurs a $50 fee after the initial $100 fee.

• There's a belief that digital signatures are acceptable when submitting the Form 3-Q. However, the form requires a manual signature by an individual authorized by the issuer to execute and file this report, stressing the importance of traditional documentation methods.

• A frequent error is thinking all types of securities can be reported using Form 3-Q. The form is specific to securities sold in Ohio within 60 days of filing the form and not previously reported. It is not a catch-all for any security transaction within the state.

• Some individuals misunderstand the requirement for reporting commissions or remuneration. The form mandates disclosure of any commissions, discounts, or other remuneration paid or to be paid for sales in Ohio of the securities claimed on the Form 3-Q. This is crucial for transparency and compliance with regulatory standards.

• There's a misconception that subsequent filings related to the same offering do not need to report cumulative information. In contrast, issuers must list the total number of persons who have purchased the offering to date, both inside and outside of Ohio, including those claimed on all previous Form 3-Q filings.

• Many assume that once the Form 3-Q is filed, no further documentation is needed. However, if an incorporated issuer is not domiciled in Ohio or an unincorporated issuer has its principal place of business outside the state, a Form 11 or Form U-2 must also be filed. This additional step is crucial for issuers based outside of Ohio.

• It's commonly believed that filing Form 3-Q exempts an issuer from all other regulatory filings. This is incorrect. The form is part of a broader compliance framework and does not negate the need for other required filings or adherence to regulatory guidelines.

• Lastly, a significant misconception is that the filing of Form 3-Q is straightforward and does not require careful attention to detail. In fact, the process demands meticulous reporting, including specific information about the securities sold, and accurate, comprehensive disclosure about commissions and the legal basis for the exemption claim. It underscores the importance of precision and completeness in regulatory filings.

When submitting a Form 3-Q in Ohio, there are essential details and procedures to follow. Understanding these can ensure compliance with state securities laws and streamline the filing process. Below are key takeaways relevant to the use and filling out of the Ohio 3-Q form:

• The Form 3-Q is specifically designed for issuers to claim an exemption under section 1707.03(Q) for securities sold in Ohio. This must be done within 60 days of the sale of the securities that haven't been previously reported. It is important to note that this exemption is available only to issuers relying on Section 4(2) of the Securities Act of 1933.
• A non-refundable filing fee is required with the Form 3-Q submission: $100 for the first filing and $50 for any subsequent related filings within the same calendar year. Payments should be made by check or money order to the "Ohio Division of Securities" and included with the completed form and any necessary exhibits or schedules.
• Issuers must provide detailed information about the security sale including the type of securities, the date of sale, the number of units sold, the price per unit, and the number of purchasers. This detail is critical for the Division of Securities to evaluate the exemption claim properly.
• Compliance with additional conditions, such as the filing of a Form 11 or Form U-2 for issuers not domiciled in Ohio or with a principal place of business outside this state, may be required. Furthermore, issuers are required to confirm that the exemption claimed is based on Section 4(2) of the Securities Act of 1933, explicitly stating that Rules 504, 505, and 506 cannot serve as a basis for claiming this specific exemption.

Adherence to these guidelines ensures that the process of claiming an exemption for the sale of securities in Ohio is conducted accurately and in accordance with state regulations. The Ohio Division of Securities suggests sending Form 3-Q via certified mail for receipt verification, or including a self-addressed, stamped envelope if a confirmation of filing is needed.