Here is a professional draft you can use to contact the Michigan Securities Bureau. It is designed to get you clear answers on whether they will require extra “merit” steps (like founder stock lock-ups or escrow) which are common in Tier 1 filings.
To: CSCL-sec-registration@michigan.gov
Subject: Inquiry: Regulation A Tier 1 Registration Requirements – [Your Company Name]
Dear Michigan Securities Registration Team,
I am writing on behalf of [Your Company Name], a [State of Incorporation, e.g., Michigan] based [Entity Type, e.g., LLC/Corporation]. We are preparing to conduct a Regulation A, Tier 1 securities offering and intend to offer these securities to residents of Michigan.
Before we finalize our SEC Form 1-A, we would appreciate clarification on the following registration requirements for the State of Michigan:
- Filing Method: Does Michigan prefer that we file our Tier 1 registration through the NASAA Coordinated Review (Form CR-3(b)), or should we submit a direct filing to the Bureau?
- Merit Standards: Are there specific merit-based hurdles our industry ([Your Industry, e.g., Real Estate]) should be aware of, such as required impoundment of funds (escrow) or promoter stock lock-up agreements?
- Financial Statements: For a Tier 1 offering, does Michigan strictly follow the SEC’s “no audit required” rule, or does the Bureau require reviewed or audited financials for issuers in our sector?
- Agent Registration: Will the officers of our company be required to register as “agents” in Michigan to facilitate the sale of these securities, or do they qualify for an exemption?
Thank you for your time and guidance in ensuring our offering remains in full compliance with Michigan’s Blue Sky laws.
Best regards,
[Your Name] [Your Title] [Your Phone Number]
Key Information for Your Filing
- The Email: This goes to the Corporations, Securities & Commercial Licensing Bureau (CSCL), which is the correct division within LARA for Reg A+.
- The Fees: Remember, if they tell you to move forward, the fee is 0.1% of what you plan to raise in Michigan (Min: $100 / Max: $1,250).
- The Agent Question: This is important because if your officers are “selling” the shares, Michigan sometimes requires a simple registration that doesn’t involve an exam, but it’s better to know upfront.
Would you like me to find a list of registered Transfer Agents that work with Michigan-based Reg A+ offerings?