Syndicators looking to raise capital from investors in Mississippi should be aware of Mississippi’s Blue Sky Laws. These laws regulate the securities industry within the state and understanding the basics of Mississippi’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 Mississippi’s Blue Sky Rules apply. 


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

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

Filing fee – Fixed

New notice – $300

Late fee for late filings – >15 days: 1% of State Sold Amt. max $5,000


What are Mississippi’s Blue Sky Laws?

MS ST § 57-77-11 Magnolia Venture Capital Corporation

MS ST § 75-71-201 Exempt securities

MS ST § 75-71-203 Additional exemptions and waivers

MS ST § 75-71-204 Denial, suspension, revocation, condition, or limitation of exemptions


What are Mississippi’s securities laws exemptions?

Governmental entities; certain foreign governments including Canada; Financial institutions: banks, savings institutions, trust companies, savings and loan, building and loan, small loan corporations, credit unions, industrial loan associations etc.; Cooperative corporations; Other entities: railroads, common carriers, public utilities, holding companies, and insurance companies; Listed stock exchange securities; Non-profit persons; Current transaction commercial paper; Employee benefit plan

A rule adopted or order issued under this chapter may exempt a security, transaction, or offer; a rule under this chapter may exempt a class of securities, transactions, or offers from any or all of the requirements of Sections 75-71-301 through 75-71-306 and 75-71-504; and an order under this chapter may waive, in whole or in part, any or all of the conditions for an exemption or offer under Sections 75-71-201 and 75-71-202


Frequently Asked Questions

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

That depends. If the offering you are putting together is under Regulation D and not one of the Mississippi-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 Jackson, Mississippi, that was going to be offered in different states, and you didn’t need counsel on questions related to Mississippi 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 Mississippi 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 Gulfport, Mississippi, all of the investors were from Mississippi, and you wanted to use one of Mississippi’s Blue Sky Laws above as an exception to registration, then you would need to work with someone licensed in Mississippi.


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

They can look, but they can’t give you advice as it pertains to Mississippi. 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 Southaven, Mississippi, 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.