Syndicators looking to raise capital from investors in Idaho should be aware of Idaho’s Blue Sky Laws. These laws regulate the securities industry within the state and understanding the basics of Idaho’s blue sky laws will help you make smart business decisions about how you put together an offer and protect yourself from potential legal trouble.

 

What are Blue Sky Laws in General? 

The purpose of securities laws is to protect investors. There are two levels of regulatory agencies that provide that protection: the Securities and Exchange Commission (the SEC) and each state’s security regulation agency.

Federal law has severely restricted the states’ abilities to review or restrict sales of most securities when offered through a Federal regulation (such as syndication of a Reg D offering). The states do, however, often require a notice be filed with them along with the appropriate fee, conduct investigations, and bring fraud actions if necessary in order to protect those domiciled in their states.

When everything takes place within the state, then Idaho’s Blue Sky Rules apply. 

 

What if I Need to Notify Idaho about my Regulation D Syndication?

Here are the basic facts you need to know about giving notice to Idaho about your Reg D Rule 506b or 506c offer:

Filing fee – Fixed

New notice – $50

Late fee for late filings – $50 Days 16‐30 after first sale in state

 

What are Idaho’s Blue Sky Laws?

ID ST § 30-14-201 Exempt securities

ID ST § 30-14-203 Additional exemptions and waivers

ID ST § 30-14-204 Denial, suspension, revocation, condition or limitation of exemptions

ID ST § 30-14-301 Securities registration requirement

ID ST § 30-14-503 Evidentiary burden

ID ST § 30-14-506 Misrepresentations concerning registration or exemption

ID ST § 30-14-608 Uniformity and cooperation with other agencies

 

What are Idaho’s securities laws exemptions?

Governmental entities; certain foreign governments; Financial institutions: banking or depository institutions, and trust companies; Other entities: railroads, common carriers, public utilities, public utility holding companies, and insurance companies; Listed security market securities; Non-profit membership cooperatives; Equipment trust certificates; “Actual mining operation” related securities; Non-profit persons etc

 

What are Idaho’s procedures for securities law exemptions? 

Applicable to: non-profit persons etc.; Procedure could include: filing notice of terms, copies of sales materials, and review period; Filing exemption request; or Registration Applicable to: “actual mining operation” related securities; Procedure includes: filing sales materials and report on security sales

 

Frequently Asked Questions

Do I need an attorney from Idaho then to put together an offering?

That depends. If the offering you are putting together is under Regulation D and not one of the Idaho-specific Blue Sky Laws (as discussed above), then probably not. 

For example, if you needed a real estate syndication attorney to put together a private placement memorandum for a multifamily deal in Boise, Idaho, that was going to be offered in different states, and you didn’t need counsel on questions related to Idaho laws, then chances are a licensed syndication lawyer would be able to help. They could even put together the entity for you and write the operating agreement, they just couldn’t provide you counsel on the specific laws of Idaho and how they may or may not pertain to your offer.

However, if you were putting together a private placement memorandum for a development project in Meridian, Idaho, all of the investors were from Idaho, and you wanted to use one of Idaho’s Blue Sky Laws above as an exception to registration, then you would need to work with someone licensed in Idaho.

 

Is it ok if the real estate syndication attorney, licensed outside of Alabama, looks over my purchase contract?

They can look, but they can’t give you advice as it pertains to Idaho. For example, Tilden Moschetti, Esq, syndication attorney for the Moschetti Syndication Law Group, will look, if asked, about the contract underlying your purchase contract in Nampa, Idaho, but makes it clear that he can give business consulting advice (discussion on price and broad deal points like the length of time until closing), but cannot speak to any specific term as he is not licensed there.