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Please note that the OMB number and expiration date may not have been determined when this Information Collection Request and associated Information Collection forms were submitted to OMB. The approved OMB number and expiration date may be found by clicking on the Notice of Action link below.
View ICR - OIRA Conclusion
OMB Control No:
3235-0286
ICR Reference No:
201901-3235-005
Status:
Historical Active
Previous ICR Reference No:
201804-3235-007
Agency/Subagency:
SEC
Agency Tracking No:
CF 270-110
Title:
Regulation A (Form 1-A): Small Issuer exemption from registration under the Securities Act and its attendant form.
Type of Information Collection:
Revision of a currently approved collection
Common Form ICR:
No
Type of Review Request:
Emergency
Approval Requested By:
03/08/2019
OIRA Conclusion Action:
Approved without change
Conclusion Date:
02/15/2019
Retrieve Notice of Action (NOA)
Date Received in OIRA:
02/06/2019
Terms of Clearance:
In response to the emergency request memorandum submitted by the SEC on 2/4/2019, OIRA is approving the Commission's request for emergency consideration of OMB control # 3235-0286 for a period of six months. This action is due to a statutory requirement that the SEC issue a final rule amendment to implement immediate changes to Regulation A (and associated information collections). The agency noted that it was exercising limited discretion and, as a result, did not issue a proposed rule in advance of the final rule amendment (Adopting Release). As a result of this abridged rulemaking process, normal clearance procedures, including standard notice and comment periods, were not taken with respect to this ICR revision. Prior to the expiration of this package in six months, SEC shall undertake standard notice and comment procedures and describe in its next ICR submission all comments received and the extent to which commenters' recommendations were adopted.
Inventory as of this Action
Requested
Previously Approved
Expiration Date
08/31/2019
6 Months From Approved
08/31/2021
Responses
179
0
112
Time Burden (Hours)
98,309
0
63,084
Cost Burden (Dollars)
13,107,812
0
8,400,000
Abstract:
Regulation A provides an exemption from registration under the Securities Act of 1933 for certain limited securities offerings by issuers who do not otherwise file reports with the Commission. Form 1-A is an offering statement filed under Regulation A.
Emergency Justfication:
The amendments to Regulation A were mandated by Section 508 of the Economic Growth, Regulatory Relief and Consumer Protection Act (“Economic Growth Act”), which was enacted on May 24, 2018. Section 508 of the Economic Growth Act requires that the Commission amend Rule 251 of Regulation A to allow Exchange Act reporting companies to use the exemption provided by Regulation A. In addition, under Rule 257(b) of Regulation A, an issuer that has filed an offering statement for a Tier 2 offering that has been qualified pursuant to Regulation A must file specified periodic and current reports with the Commission. Section 508 of the Economic Growth Act requires that the Commission amend Rule 257, with respect to a Tier 2 offering, to deem a reporting company issuer as having met the periodic and current reporting requirements of Rule 257 if such issuer meets the reporting requirements of Section 13 of the Exchange Act. Because the amendments were necessary to conform Regulation A to the requirements of the Act and involve limited exercise of agency discretion, the Commission concluded that notice and public comment were unnecessary.
Authorizing Statute(s):
US Code:
15 USC 77c(b), 77s(a), 77z-3
Name of Law: Securities Act of 1933
Citations for New Statutory Requirements:
PL: Pub.L. 115 - 174 508 Name of Law: The Economic Growth, Regulatory Relief and Consumer Protection Act
Associated Rulemaking Information
RIN:
Stage of Rulemaking:
Federal Register Citation:
Date:
3235-AM42
Final or interim final rulemaking
84 FR 520
01/31/2019
Federal Register Notices & Comments
Did the Agency receive public comments on this ICR?
No
Number of Information Collection (IC) in this ICR:
1
IC Title
Form No.
Form Name
Form 1-A
SEC - 486
Form 1-A - Regulation A Offering Statement
ICR Summary of Burden
Total Approved
Previously Approved
Change Due to New Statute
Change Due to Agency Discretion
Change Due to Adjustment in Estimate
Change Due to Potential Violation of the PRA
Annual Number of Responses
179
112
67
0
0
0
Annual Time Burden (Hours)
98,309
63,084
35,225
0
0
0
Annual Cost Burden (Dollars)
13,107,812
8,400,000
4,707,812
0
0
0
Burden increases because of Program Change due to Agency Discretion:
No
Burden Increase Due to:
Burden decreases because of Program Change due to Agency Discretion:
No
Burden Reduction Due to:
Short Statement:
As explained in further detail in Items 12 and 13 above, the change in burden for Form 1 A corresponds to an estimated decrease in the existing paperwork burden of the form per response because Exchange Act reporting companies are likely to have already prepared much of the information required to respond to Form 1-A for other purposes, and an increase in the overall paperwork burden of the form because we expect that permitting Exchange Act reporting companies to use the exemption will result in a greater number of responses. The approximately 67 additional issuers we estimate will rely on amended Regulation A and file Form 1-A annually would increase the overall current paperwork burden under Form 1-A from 84,112 hours to 131,078.12 hours, an increase of 46,966.12 hours. This corresponds to an increase in the total internal burden hours from 63,084 to 98,308.59, an increase of 35,224.59, and an increase in total outside costs from $8,400,000 to $13,107,812 an increase of $4,707,812.
Annual Cost to Federal Government:
$50,000
Does this IC contain surveys, censuses, or employ statistical methods?
No
Does this ICR request any personally identifiable information (see
OMB Circular No. A-130
for an explanation of this term)? Please consult with your agency's privacy program when making this determination.
No
Does this ICR include a form that requires a Privacy Act Statement (see
5 U.S.C. §552a(e)(3)
)? Please consult with your agency's privacy program when making this determination.
No
Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]?
No
Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]?
No
Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)?
No
Is this ICR related to the Pandemic Response?
Uncollected
Agency Contact:
Jennifer Zapralka 202 551-3300
Common Form ICR:
No
On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).
The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:
(a) It is necessary for the proper performance of agency functions;
(b) It avoids unnecessary duplication;
(c) It reduces burden on small entities;
(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;
(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;
(f) It indicates the retention periods for recordkeeping requirements;
(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:
(i) Why the information is being collected;
(ii) Use of information;
(iii) Burden estimate;
(iv) Nature of response (voluntary, required for a benefit, or mandatory);
(v) Nature and extent of confidentiality; and
(vi) Need to display currently valid OMB control number;
(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.
(i) It uses effective and efficient statistical survey methodology (if applicable); and
(j) It makes appropriate use of information technology.
If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.
Certification Date:
02/06/2019
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