To register a Tier 1 offering in Michigan, you will primarily deal with the Corporations, Securities & Commercial Licensing Bureau (CSCL), which is a division of the Michigan Department of Licensing and Regulatory Affairs (LARA).
Here is the direct contact information and the specific Michigan requirements you should verify.
1. Direct Contact Information
If you have questions about “merit” hurdles or your specific industry (e.g., real estate, cannabis, or tech), you can contact the Securities Registration division directly:
- Email: CSCL-sec-registration@michigan.gov (Best for technical filing questions)
- Phone: (517) 241-6345
- Address: 2501 Woodlake Circle, Okemos, MI 48864
- Mailing Address: P.O. Box 30018, Lansing, MI 48909
- Website: Michigan.gov/lara (Look for the “Securities Division” under Bureaus)
2. Specific Michigan Industry Hurdles
While Michigan is generally a “disclosure” state, the examiner will look for specific issues that could trigger a “Stop Order” (denial of your offering). You should ask your legal counsel or the bureau about:
- The “Cheap Stock” Rule: If founders or early employees bought shares at $0.01 and you are selling them to the public at $10.00, Michigan may require an escrow agreement or a lock-up where insiders cannot sell their shares for 1–2 years.
- Impoundment of Funds: Michigan often requires that 100% of the money raised be held in a bank escrow account until you reach a “Minimum Offering Amount.” If you don’t reach that goal by a certain date, the money must be returned to investors.
- Industry-Specific Licensing:
- Cannabis: If your Reg A+ is for a cannabis-related business, you must coordinate with the Cannabis Regulatory Agency (CRA).
- Real Estate: Ensure you are not inadvertently creating an “investment company” (like a mutual fund), which is generally prohibited under Reg A+.
3. Filing Checklist for Michigan Tier 1
To be “qualified” in Michigan, you will typically need to submit:
- Form 1-A: Your federal SEC offering circular.
- Form U-2: The “Uniform Consent to Service of Process.”
- The Fee: Check the 0.1% fee (Max $1,250) mentioned earlier.
- Sales Literature: Michigan requires you to file any “Test the Waters” materials or advertisements you plan to use in the state.
Next Step Recommendation
Since Michigan participates in NASAA Coordinated Review, your most efficient next step would be to ask the Bureau via email if they prefer you to file through the “CR-3(b)” coordinated process or if they would like a direct “Notice Filing” for your specific industry.
Would you like me to draft a brief inquiry email you can send to their registration desk?