3 Colo. Code Regs. § 704-1-51-3.28

Current through Register Vol. 47, No. 22, November 25, 2024

Section 3 CCR 704-1-51-3.28 - Crowdfunding - Additional On-line Intermediary Requirements

A. Before permitting any person to view offerings being conducted through the on-line intermediary, the on-line intermediary shall gather the following information from such person:

1. Such person's name;

2. Such person's address;

3. Such person's telephone number;

4. Such person's email address;

5. Such person's date of birth; and

6. Information to establish Colorado residency.

B. Before permitting any person to view the offerings being conducted through the on-line intermediary, the on-line intermediary shall have each such person acknowledge that:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH, APPROVED BY, OR RECOMMENDED BY ANY FEDERAL OR STATE AGENCY. IN MAKING AN INVESTMENT DECISION, PURCHASHERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR DIVISION OR OTHER REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (e) OF SECURITIES AND EXCHANGE COMMISSION RULE 147, 17 CFR 230.147(e), AS PROMULGATED PURSUANT TO THE FEDERAL "SECURITIES ACT OF 1933," AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

C. An on-line intermediary in a transaction involving the offer or sale of securities in reliance on the Colorado Crowdfunding Act must deny access to its platform if the on-line intermediary:

1. Has a reasonable basis for believing that an issuer is not in compliance with section 11-51-308.5;

2. Has a reasonable basis for believing that the issuer has not established means to keep accurate records as required by the Colorado Crowdfunding Act and these Rules; or

3. Has a reasonable basis for believing that the issuer or offering presents the potential for fraud or otherwise raises concerns regarding investor protection.

D. An on-line intermediary that has denied an issuer access to its platform based upon any of the grounds specified in Rule 51-3.28(C) shall promptly report such denial to the Commissioner.

E. Failure of the on-line intermediary to comply with any of the provisions of section 11-51-308.5, these Rules, or any order, will constitute a violation of those provisions, Rules, or orders, and subject the on-line intermediary to the enforcement authority of the Commissioner under section 11-51-602.

3 CCR 704-1-51-3.28

38 CR 01, January 10, 2015, effective 1/30/2015

38 CR 08, April 25, 2015, effective 6/1/2015

38 CR 18, September 25, 2015, effective 10/15/2015

39 CR 01, January 10, 2016, effective 1/30/2016

40 CR 01, January 10, 2017, effective 1/30/2017

40 CR 12, June 25, 2017, effective 7/15/2017

41 CR 13, July 10, 2018, effective 7/31/2018

43 CR 05, March 10, 2020, effective 3/30/2020

46 CR 05, March 10, 2023, effective 3/30/2023