To offer or sell securities in Iowa, an issuer must register the securities with the Iowa Insurance Division, unless the security is a federal covered security or is exempt from registration. If the issuer is not using a registered broker-dealer, they must have a registered agent.
To register a security, an issuer must comply with Iowa Code chapter 502, Article III (Registration of Securities and Notice Filing of Federal Covered Securities, Sections 502.301 – 502.307). The applicable administrative regulations are set forth in Iowa Administrative Code rules 191.50.60 – 191.50.69.
Certain securities or transactions may be exempt from registration subject to Iowa Code chapter 502, Article II (Exemptions from Registrations of Securities, Sections 502.201 – 502.204). The applicable administrative regulations are set forth in Iowa Administrative Code rules 191.50.80 – 191.50.90. Click here for more information regarding private placement exemptions and/or federally covered securities.
Certain filings, including notice filings under federal Regulation D are made through North America Securities Administrators Association’s (NASAA) Electronic Filing Depository (EFD).
Those interested in intrastate crowdfunding must register or notice file with the Iowa Insurance Division. Intrastate crowdfunding portals must register with this form. Should a instrastate crowdfunding portal that has registered with the Iowa Insurance Division wish to withdraw registration they must use this form. Issuers of intrastate crowdfunding offerings must notice file with the Iowa Insurance Division using this form.
Additional information regarding the issuance of securities can be found at NASAA's website, including information about small corporate offering registration (SCOR). The Iowa Insurance Division is a member of NASAA.