Sara Hanks, CEO of CrowdCheck and Managing Partner or CrowdCheck Law, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck and CrowdCheck Law together provide a wide range of legal, compliance and diligence services for companies and intermediaries engaged in online capital formation, with a focus on offerings made under Regulations A, CF, D and S, whether of traditional or digitized securities.
Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms. While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world. Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.
Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves on the SEC’s Small Business Capital Formation Advisory Committee. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.
Assume CF issuer has less than $10M in assets and filed its first Form C-AR after the offering. At that time the issuer did had not engaged a registered transfer agent and had more than 300 holders of record of the CF securities at the time of the first filing.
If issuer subsequently engages a registered transfer agent to reduce the holders of record of the CF securities to less than 300, is this an event that triggers the 5 business day filing period for Form C-TR? Or must the issuer file a new Form C-AR for this year and then use that at the 5 business day trigger date (assuming that the transfer agent is in place)?
CF says: "An issuer eligible to terminate its obligation to file annual reports with the Commission pursuant to § 227.202(b) must file with the Commission, within five business days from the date on which the issuer becomes eligible to terminate its reporting obligation,"
I think that as soon as you no longer have 300 holders of record that the issuer becomes eligible to terminate its reporting obligation but cannot find a lot of clarity on this point.