The Ohio 3 Q form is a document used to claim an exemption for securities sold in Ohio under section 1707.03(Q). This form must be filed within 60 days of the sale and is essential for issuers relying on specific provisions of the Securities Act of 1933. To ensure compliance and protect your interests, consider filling out the form by clicking the button below.
The Ohio 3 Q form plays a crucial role in the reporting process for securities sold within the state. This form is specifically designed for issuers who are claiming an exemption under Section 1707.03(Q) of the Ohio Revised Code. It is important to note that this exemption applies to securities sold in Ohio within 60 days of filing the form and that have not been reported previously. The form is primarily intended for issuers relying on Section 4(2) of the Securities Act of 1933, which allows for certain private placements without registration. A non-refundable filing fee is required, with a cost of $100 for the first submission and $50 for any related filings made in the same calendar year. To complete the process, issuers must submit the filled-out form, the appropriate filing fee, and any necessary exhibits to the Ohio Division of Securities. The form requires detailed information, including the issuer's name, address, and the specifics of the securities being sold. Additionally, it prompts issuers to disclose any commissions or remuneration related to the sales, ensuring transparency in the process. Understanding the nuances of this form is essential for compliance and successful securities transactions in Ohio.
File Number
Form 3-Q
Report of Sale of Securities
1707.03(Q)
Claimant Must Not fill In.
Checked
DIVISION RECORD ONLY
Date
By
Notation
Fee ($100/$50) Received
Prior filings checked
Examined as to form
Amendment Requested
Accepted for Filing
Record Made
Examination Requested
Exemption 3-Q (Claimant Must Not Fill In).
(File)
(Date)
(Amount)
(Description)
(Price)
Note: Use this form to claim a section 1707.03(Q) exemption for securities sold in Ohio within 60 days of the filing of this form and not previously reported. Only those issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. The non-refundable filing fee is $100 for the first filing and $50 for any subsequent related Form 3-Q filing made during the same calendar year.
Submit to the Ohio Division of Securities, 77 South High Street, 22nd Floor, Columbus, Ohio 43215-6131 the following: (1) the completed Form 3-Q, (2) the filing fee by check or money order payable to the “Ohio Division of Securities”, and (3) exhibits or schedules, if any.
1.Issuer's full name
(Payer’s Federal Tax Identification Number)
2.Issuer's Address
(City, State, Zip)(Phone No.)
3. State of incorporation/formation
Type of entity
(Corporation, Partnership, etc.)
Division of Securities
614-644-7381
77 South High Street
Fax: 614-728-2846
22nd Floor
Investor Protection Hotline:
Columbus, Ohio 43215
877-683-7841
COM 4596
TTY/TDD: 800-750-0750
4/11/19
An Equal Opportunity Employer and Service Provider
com.ohio.gov
Ohio Department of Commerce
FORM 3-Q
4.Correspondence regarding this report should be sent to:
(Name)
(Street)
(City, State, Zip Code)
(Phone No.)
5.A section 1707.03(Q) claim of exemption is being made for the following securities sold in Ohio within 60 days of the filing of this form and not previously reported (use additional sheet, if necessary):
Type of
Date of
Number of
Price
Securities Sold
Sale
Units Sold
per Unit
Purchasers
Note:
O.A.C. rule 1301:6-3-03(B)(5) deems a sale to have occurred on the later of: (a) the date that a subscription
agreement or its equivalent, signed by the purchaser, is received by the issuer or the dealer, or the purchaser
transfers or loses control of the purchase funds, whichever is earlier; or (b) the first date of disbursement of
any proceeds of the sale of the securities which have been deposited directly into an escrow account.
6.Confirm that the basis in law for this claim of exemption from Section 5 of the Securities Act of 1933 is pursuant to Section 4(2) of that Act. Note that Rules 504, 505 and 506 cannot be used as a basis for claiming the exemption pursuant to Section 1707.03(Q).
7.List the total number of persons who have purchased this offering to date, both in and outside of Ohio, including persons claimed on all previous Form 3-Qs filed in connection with this offering.
8.(a) List any commissions, discounts, or other remuneration paid or to be paid or given to any person,
directly or indirectly, for sales in Ohio of the securities claimed on the Form 3-Q (if none, please state “None”). Use additional sheet if necessary.
Name and address of person
Amount of
Percentage of
receiving commission, etc.
commission, etc.
the Initial Offering Price
(b)Were above commissions, discounts, or other remuneration paid or given only to dealers or
salesmen licensed under Chapter 1707 of the Revised Code?
YES
NO
9.Was an offering circular used in connection with the sales reported on this Form 3-Q?
If yes,
Copy attached or
Previously submitted
10. Has this offering been terminated? YES
If yes, date of termination
11.Incorporated issuers not domiciled in this state or unincorporated issuers having a situs of its principal place of business outside this state must file a Form 11 or Form U-2. (See section 1707.11, R.C.)
SIGNATURE
The undersigned represents that the foregoing information is true as of the date hereof and agrees that this report shall be considered a written statement used for the purpose of selling securities in Ohio within the meaning of Section 1707.44(B) of the Ohio Revised Code. The individual signing this report on behalf of the issuer further represents that he/she is duly authorized by the issuer to execute and file this report.
Issuer or Dealer
(Full Name)
(Signature)
(Official Capacity)
The Division suggests Form 3-Q be sent certified mail for verification of receipt or send a copy of this form together with a self-addressed, stamped envelope.
Updated 4/11/19
Filling out the Ohio 3 Q form requires attention to detail and accuracy. After completing the form, you will need to submit it along with the required fee and any additional documentation. Ensure that all information is correct to avoid delays in processing.
After completing these steps, ensure that you send the form via certified mail or include a self-addressed, stamped envelope for verification of receipt. This will help ensure that your submission is processed smoothly.
The Ohio 3 Q form is a document used to report the sale of securities in Ohio. It allows issuers to claim an exemption under section 1707.03(Q) for securities sold within 60 days of filing the form. This exemption is specifically for those relying on Section 4(2) of the Securities Act of 1933.
Issuers of securities who have sold securities in Ohio and wish to claim an exemption under section 1707.03(Q) must file this form. This includes corporations, partnerships, and other types of entities that meet the criteria set by the Ohio Division of Securities.
The filing fee is $100 for the first filing of the Ohio 3 Q form. If there are subsequent related filings made during the same calendar year, the fee is reduced to $50 for each additional filing.
When submitting the Ohio 3 Q form, you must include:
The form requires various pieces of information, including:
The form must be filed within 60 days of the sale of the securities. It is important to ensure timely submission to maintain the exemption status.
The Division recommends sending the form via certified mail for verification of receipt. Alternatively, you can send a copy of the form along with a self-addressed, stamped envelope.
If the offering has been terminated, you must indicate this on the Ohio 3 Q form and provide the date of termination. This information is necessary for accurate reporting.
If you have additional questions, you can contact the Ohio Division of Securities at (614) 644-7381. They can provide guidance and clarification regarding the filing process and requirements.
Incomplete Information: One of the most common mistakes is failing to provide all required details. Ensure that every section of the form is filled out completely, including issuer's name, address, and federal tax identification number.
Incorrect Filing Fee: Submitting the wrong fee can lead to delays. Remember, the initial filing fee is $100, while subsequent filings in the same year cost $50.
Failure to Confirm Exemption Basis: It is crucial to confirm that the claim for exemption is based on Section 4(2) of the Securities Act of 1933. Ignoring this requirement can result in the rejection of the form.
Omitting Required Attachments: If applicable, include any necessary exhibits or schedules. Not attaching these documents can cause processing issues.
Incorrectly Reporting Sale Dates: Ensure the sale dates are accurately reported. Mistakes in this area can lead to complications, especially regarding the 60-day reporting window.
Neglecting to List All Purchasers: It is important to account for all purchasers, both in and outside Ohio. Omitting any individuals can lead to discrepancies in the filing.
Not Sending the Form Certified: To ensure receipt, it is advisable to send the form via certified mail. Failing to do so can result in a lack of verification and potential issues later on.
The Ohio 3-Q form is essential for claiming an exemption for securities sold in Ohio. When submitting this form, several other documents may also be required or beneficial for a complete filing. Below are some commonly used forms and documents that accompany the Ohio 3-Q form.
Including these additional forms and documents can help ensure compliance with Ohio's securities regulations. Proper documentation not only facilitates the filing process but also provides transparency to investors.
The Ohio 3-Q form is similar to the SEC Form D, which is used for filing notices of exempt offerings under Regulation D of the Securities Act of 1933. Both forms serve as a means for issuers to claim exemptions from certain registration requirements when selling securities. The SEC Form D requires information about the issuer, the offering, and the investors, similar to the Ohio 3-Q's requirement for details about the securities sold and the claim for exemption under Ohio law. Both forms also require the payment of a filing fee, although the amounts and structures may differ based on jurisdiction.
Another document that shares similarities with the Ohio 3-Q is the Form U-2. This form is used by issuers that are not domiciled in Ohio but wish to offer securities within the state. Like the Ohio 3-Q, the Form U-2 provides a mechanism for compliance with state securities laws. Both forms require detailed information about the issuer and the offering, and they help ensure that investors receive necessary disclosures before purchasing securities. This alignment in purpose and structure highlights the regulatory frameworks aimed at protecting investors across different jurisdictions.
The Notice of Exempt Offering of Securities (Form C) is also comparable to the Ohio 3-Q form. This form is used by companies that are seeking to raise capital through crowdfunding. Both documents require the issuer to provide information about the offering and the securities being sold. The Ohio 3-Q focuses specifically on exemptions under state law, while Form C deals with federal crowdfunding regulations. Despite their different contexts, both forms aim to ensure transparency and protect investors by requiring issuers to disclose pertinent information about their offerings.
Lastly, the Blue Sky Notice is akin to the Ohio 3-Q form in that it serves to notify state regulators of securities offerings. Each state has its own Blue Sky laws that govern the sale of securities, and the Blue Sky Notice allows issuers to comply with these laws. Similar to the Ohio 3-Q, this notice provides essential information about the issuer and the securities being offered. Both documents are crucial for maintaining compliance with state regulations and protecting investors from fraudulent activities in the securities market.
When filling out the Ohio 3 Q form, it is essential to follow specific guidelines to ensure accuracy and compliance. Here are seven important do's and don'ts to keep in mind:
Following these guidelines will help ensure a smoother process when submitting the Ohio 3 Q form.
Understanding the Ohio 3 Q form is crucial for anyone involved in selling securities in Ohio. However, several misconceptions can lead to confusion and potential issues. Here are six common misunderstandings:
This is not true. Only issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. Make sure you qualify before proceeding.
In fact, a non-refundable filing fee is required. It’s $100 for the first filing and $50 for any subsequent related filings within the same calendar year.
Supporting documents are essential. You must include the completed form, the filing fee, and any necessary exhibits or schedules when you submit.
Actually, the form must be filed within 60 days of the securities sale. Missing this deadline can result in complications.
This is incorrect. You must list any commissions, discounts, or other remuneration paid for sales in Ohio, even if the amount is zero.
Confirmation is necessary. You must indicate that the claim of exemption is based on Section 4(2) of the Securities Act of 1933, as other rules cannot be used as a basis for this exemption.
Being informed about these misconceptions can help ensure a smoother process when filing the Ohio 3 Q form. Take the time to understand the requirements fully to avoid unnecessary complications.
Here are some important points to remember when filling out and using the Ohio 3 Q form:
Following these guidelines will help ensure a smoother process when filing the Ohio 3 Q form.