I want to attract EB-5 investors for direct Investment to expand my firm. What are the securities laws and compliance requirements that I need to pay attention to? Do I need a Series 82 or Series 65 license or registration?
As securities laws are quite complex, your best bet would be to contact a securities lawyer to advise you on this matter.
You do not need the licenses if you seek EB-5 investors to invest in your direct business. You should consult securities lawyer.
There are many securities requirements to comply with regulation D or regulation S. You really need to consult with a securities lawyer to cover the exemptions and be clear you are dealing only with "accredited investors".
You need a securities attorney who is experienced with EB-5 matters to provide you with legal services and counsel for this situation.
You do not need to possess Securities licenses to attract EB5 investors. The Series 65 license will qualify anyone to become an Investment Adviser professional while Series 82 license is for anyone who wants to become securities Sales Representative. You do not need license for either of the Series, instead you can consult with the securities professionals if you need their services.
You should speak with a securities attorney regarding this to ensure proper compliance.
An EB-5 interest has been deemed a security for SEC purposes. Generally, in order to attract EB-5 Investors through a regional center or as a direct EB-5 Investment, one must market and in order to do so, marketing in the United States would make you subject to U.S. security laws. As such, if you are not a licensed registered broker-dealer, you have the option of working with a licensed registered broker-dealer who specializes in representing EB-5 projects. In theory, if all the marketing was abroad by third (3rd) party agents, you would not need to be licensed; but as a practical matter, that might be difficult to accomplish.
I suggest you consult with a broker or the SEC.
Direct EB-5 offerings must be offered in compliance with the Securities Act of 1933, and there are many different ways an offering can be structured to be in compliance. Generally, if you are soliciting funds to invest directly in your corporation and you are an officer or director and are not being compensated like a broker for your sales efforts, you do not need to be registered as a broker. If you provide more details, a more precise answer might be possible.
If the direct EB-5 investment is structured as an investment contract, it will be subject to securities law. You will need to consult with a securities lawyer as it is outside the purview of immigration law.
Securities Law is a very specialized field. I recommend you contact Securities Counsel before you take any action. If you are the Issuer no Series 82 would be required.
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