Syndicators looking to raise capital from investors in Oklahoma should be aware of Oklahoma’s Blue Sky Laws. These laws regulate the securities industry within the state and understanding the basics of Oklahoma’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 Oklahoma’s Blue Sky Rules apply.
What if I Need to Notify Oklahoma about my Regulation D Syndication?
Filing fee – Fixed
New notice – $250
Late fee for late filings – None
What are Oklahoma’s Blue Sky Laws?
OK ST T. 71 § 1-201 Exempt securities
OK ST T. 71 § 1-203 Additional exemptions and waivers
OK ST T. 71 § 1-204 Denial, suspension of application, revocation, condition, or limitation of exemptions
OK ST T. 71 § 1-301 Securities registration requirement
OK ST T. 71 § 1-503 Evidentiary burden
OK ST T. 71 § 1-506 Misrepresentations concerning registration or exemption
OK ST T. 71 § 1-608 Uniformity and cooperation with other agencies
OK ST T. 71 § 1-612 Fees
What are Oklahoma’s securities laws exemptions?
Governmental entities; certain foreign governmental entities; Financial institutions: depository and banking institutions, and trust companies; Non- profit membership cooperatives; Other entities: railroads, common carriers, public utilities, public utility holding companies and insurance companies; Equipment trust certificates; Listed security market securities and clearing agency options etc.; Non-profit persons etc.
What are Oklahoma’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: filing notice of exemption; Procedure includes: $250 fee
Frequently Asked Questions
Do I need an attorney from Oklahoma then to put together an offering?
That depends. If the offering you are putting together is under Regulation D and not one of the Oklahoma-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 Oklahoma City, Oklahoma, that was going to be offered in different states, and you didn’t need counsel on questions related to Oklahoma 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 Oklahoma 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 Tulsa, Oklahoma, all of the investors were from Oklahoma, and you wanted to use one of Oklahoma’s Blue Sky Laws above as an exception to registration, then you would need to work with someone licensed in Oklahoma.
Is it ok if the real estate syndication attorney, licensed outside of Oklahoma, looks over my purchase contract?
They can look, but they can’t give you advice as it pertains to Oklahoma. 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 Norman, Oklahoma, 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.
Tilden Moschetti, Esq., is a highly sought-after syndication attorney with nearly two decades of experience. His clientele ranges from real estate developers and startups to established businesses and private equity funds. Tilden’s expertise in syndication law comes not only from his knowledge of syndication and securities law but from real, hands-on experience as an active syndicator himself in every real estate product type and nearly all markets in the US. His knowledge and experience set him apart and established him as the Reg D legal services leader.