What is "TEXAS EQUITY SHARES"?
Texas Equity Shares is one of the first Texas Crowdfunding Portals (TCP) operating under SEC Rule 147, an Intrastate Equity CF Exemption.
§139.25. Intrastate Crowdfunding Exemption.
(a) General. The State Securities Board, pursuant to the Texas Securities Act (Act), Section 5.T, exempts from the securities registration requirements of the Act, any offer or sale of securities of an issuer through a registered general dealer or a registered Texas crowdfunding portal, provided that all offers and sales
made pursuant to the offering are made to Texas residents, completed solely within this state, and all the requirements of this section are satisfied.
(1) The issuer is a Texas entity that has filed a certificate of formation with the Texas Secretary of State and is authorized to do business in Texas and:
(A) At least 80% of the issuer’s gross revenues during its most recent fiscal year prior to the offering are derived from the operation of a business in Texas;
(B) At least 80% of the issuer’s assets at the end of its most recent semiannual period prior to the offering are located in Texas;
(C) The issuer will use at least 80% of the net proceeds of this offering in connection with the operation of its business within Texas; and
(D) The principal office of the issuer is located in Texas.
(2) The issuer is not, either before or because of the offering:
(A) A company that engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities;
(B) Subject to the reporting requirements of the Securities and Exchange Act of 1934, Section 13 or Section 15(d), 15 U.S.C. §78m and §78o(d); or
(C) a company that has not yet defined its business operations, has no business plan, has no stated investment goal for the funds being raised, or that plans to engage in a merger or acquisition with an unspecified business entity.
(c) Coordination with federal securities laws. Securities offered in reliance on the exemption provided by this section must also meet the requirements of the federal exemption for intrastate offerings in the Securities Act of 1933, Section 3(a)(11), 15 U.S.C. §77c(a)(11), and Securities and Exchange Commission
Rule 147, 17 CFR §230.147.
(d) Offering. The offering must be made exclusively through an Internet website operated by a registered general dealer or registered Texas crowdfunding portal.
All consideration received for all sales of the securities in reliance on this exemption shall not exceed $1 million in a 12-month period. This amount is reduced by the aggregate amount received for all sales of securities by the issuer in another offering that does not take place prior to the six month period immediately preceding or after the six month period immediately following any offers or sales made in reliance upon this section.Text to be submitted to the Texas Register for publication.
(e) Individual investments. The issuer will not accept more than $5,000 from any single purchaser unless the purchaser is an accredited investor as defined in §107.2 of this title (relating to Definitions). The issuer must have a reasonable basis for believing that the purchaser of a security under this section is a Texas
resident and, if applicable, an accredited investor.
(f) Escrow. All payments for purchases of securities offered under this section are directed to and deposited in an escrow account with a bank or other depository institution located in Texas and organized and subject to regulation under the laws of the United States or under the laws of Texas, and will be held in escrow until
the aggregate capital raised from all purchasers is equal to or greater than the minimum target offering amount specified in the disclosure statement as necessary to implement the business plan. Investors will receive a return of all their subscription funds if the target offering amount is not raised by the time stated in the disclosure statement.