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The Ohio 3 Q form serves as a critical tool for issuers seeking to claim an exemption for securities sold within the state, specifically under Section 1707.03(Q) of the Ohio Revised Code. This form must be filed within 60 days of the sale and is intended for those transactions that have not been previously reported. To qualify for this exemption, issuers must rely on Section 4(2) of the Securities Act of 1933, which pertains to private placements. The filing process requires the submission of a completed form along with a non-refundable fee—$100 for the initial filing and $50 for any subsequent related filings within the same calendar year. Essential details must be provided, including the issuer's name, address, and federal tax identification number, as well as specifics about the securities sold, such as the type, number of units, and sale price. Additionally, the form prompts issuers to disclose any commissions or remuneration related to the sale, ensuring transparency in the transaction process. This comprehensive approach not only aids in regulatory compliance but also protects both issuers and investors by providing a structured framework for reporting securities sales in Ohio.
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Report of Sale of Securities |
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1707.03(Q) |
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Claimant Must Not fill In. |
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Checked |
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DIVISION RECORD ONLY |
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Notation |
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Fee ($100/$50) Received |
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Prior filings checked |
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Examined as to form |
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Amendment Requested |
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Accepted for Filing |
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Record Made |
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Examination Requested |
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Exemption |
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(File) |
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(Amount) |
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(Description) |
(Price) |
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Note: Use this form to claim a section 1707.03(Q) exemption for securities sold in Ohio within 60 days of the filing of this form and not previously reported. Only those issuers relying on Section 4(2) of the Securities Act of 1933 are eligible to use this exemption. The
Submit to the Ohio Division of Securities, 77 South High Street, 22nd Floor, Columbus, Ohio
1.Issuer's full name
(Payer’s Federal Tax Identification Number)
2.Issuer's Address
(City, State, Zip)(Phone No.)
3. State of incorporation/formation |
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Type of entity |
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(Corporation, Partnership, etc.) |
Division of Securities |
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77 South High Street |
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Fax: |
22nd Floor |
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Investor Protection Hotline: |
Columbus, Ohio 43215 |
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COM 4596 |
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TTY/TDD: |
4/11/19 |
An Equal Opportunity Employer and Service Provider |
com.ohio.gov |
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Ohio Department of Commerce |
FORM |
4.Correspondence regarding this report should be sent to:
(Name) |
(Street) |
(City, State, Zip Code) |
(Phone No.) |
5.A section 1707.03(Q) claim of exemption is being made for the following securities sold in Ohio within 60 days of the filing of this form and not previously reported (use additional sheet, if necessary):
Type of |
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Date of |
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Number of |
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Price |
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Number of |
Securities Sold |
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Sale |
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Units Sold |
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per Unit |
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Purchasers |
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Note: |
O.A.C. rule |
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agreement or its equivalent, signed by the purchaser, is received by the issuer or the dealer, or the purchaser |
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transfers or loses control of the purchase funds, whichever is earlier; or (b) the first date of disbursement of |
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any proceeds of the sale of the securities which have been deposited directly into an escrow account. |
6.Confirm that the basis in law for this claim of exemption from Section 5 of the Securities Act of 1933 is pursuant to Section 4(2) of that Act. Note that Rules 504, 505 and 506 cannot be used as a basis for claiming the exemption pursuant to Section 1707.03(Q).
7.List the total number of persons who have purchased this offering to date, both in and outside of Ohio, including persons claimed on all previous Form
8.(a) List any commissions, discounts, or other remuneration paid or to be paid or given to any person,
directly or indirectly, for sales in Ohio of the securities claimed on the Form
Name and address of person |
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Amount of |
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Percentage of |
receiving commission, etc. |
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commission, etc. |
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the Initial Offering Price |
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(b)Were above commissions, discounts, or other remuneration paid or given only to dealers or
salesmen licensed under Chapter 1707 of the Revised Code? |
YES |
NO |
9.Was an offering circular used in connection with the sales reported on this Form
YES |
NO |
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If yes, |
Copy attached or |
Previously submitted |
Ohio Department of Commerce |
FORM |
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10. Has this offering been terminated? YES |
NO |
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If yes, date of termination |
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11.Incorporated issuers not domiciled in this state or unincorporated issuers having a situs of its principal place of business outside this state must file a Form 11 or Form
SIGNATURE
The undersigned represents that the foregoing information is true as of the date hereof and agrees that this report shall be considered a written statement used for the purpose of selling securities in Ohio within the meaning of Section 1707.44(B) of the Ohio Revised Code. The individual signing this report on behalf of the issuer further represents that he/she is duly authorized by the issuer to execute and file this report.
Issuer or Dealer
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(Full Name) |
By |
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(Name) |
(Official Capacity) |
The Division suggests Form
COM 4596 |
Updated 4/11/19 |
Form Specifications
| Fact Name | Description |
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| Purpose of Form | The Ohio 3-Q form is used to claim an exemption under Section 1707.03(Q) for securities sold in Ohio. |
| Filing Deadline | It must be filed within 60 days of the sale of securities to be eligible for the exemption. |
| Filing Fee | The non-refundable fee is $100 for the first filing and $50 for subsequent filings in the same calendar year. |
| Governing Law | This form is governed by Ohio Revised Code Section 1707.03(Q) and the Securities Act of 1933. |
| Eligibility Criteria | Only issuers relying on Section 4(2) of the Securities Act of 1933 can use this exemption. |
| Submission Requirements | To submit, include the completed form, filing fee, and any necessary exhibits or schedules. |
| Sales Reporting | Report the total number of purchasers for the offering, both in and outside of Ohio. |
| Commissions Disclosure | Disclose any commissions or remuneration related to the sales of securities in Ohio. |
| Offering Circular | Indicate if an offering circular was used in connection with the sales reported on the form. |
| Signature Requirement | The form must be signed by an authorized individual representing the issuer, affirming the truth of the information provided. |
Ohio 3 Q: Usage Guidelines
Completing the Ohio 3 Q form requires careful attention to detail. Once the form is filled out, it must be submitted to the Ohio Division of Securities along with the required filing fee and any additional documents. Below are the steps to accurately fill out the form.
- Enter the File Number at the top of the form.
- Provide the Issuer's full name in the designated space.
- Fill in the Payer’s Federal Tax Identification Number.
- Complete the Issuer's Address including city, state, and zip code, along with the Phone Number.
- Specify the State of incorporation/formation and the Type of entity (e.g., Corporation, Partnership).
- Indicate where correspondence regarding the report should be sent by filling in the Name, Street Address, City, State, Zip Code, and Phone Number.
- List the securities sold in Ohio within 60 days of filing, including the Type of Securities, Date of Sale, Number of Units Sold, Price per Unit, and Number of Purchasers. Use an additional sheet if necessary.
- Confirm the basis in law for the exemption by indicating that it is pursuant to Section 4(2) of the Securities Act of 1933.
- Count and enter the Total number of persons who have purchased the offering to date, including those from previous Form 3-Qs.
- Detail any commissions, discounts, or other remuneration paid for sales in Ohio, including the name and address of the recipient, amount, and percentage of the initial offering price. If there are none, state “None.”
- Indicate if the above remuneration was paid only to licensed dealers or salesmen under Chapter 1707 of the Revised Code by selecting YES or NO.
- State whether an offering circular was used in connection with the sales reported on the form by selecting YES or NO. If yes, indicate if a copy is attached or previously submitted.
- Indicate if the offering has been terminated by selecting YES or NO. If yes, provide the date of termination.
- Note that incorporated issuers not domiciled in Ohio or unincorporated issuers with a principal place of business outside Ohio must file a Form 11 or Form U-2.
- Have the Issuer or Dealer sign the form, providing their full name, signature, date, and official capacity.
- Consider sending the completed Form 3-Q via certified mail for verification of receipt, or include a self-addressed, stamped envelope with a copy of the form.
Your Questions, Answered
What is the Ohio 3 Q form used for?
The Ohio 3 Q form is used to claim an exemption under Section 1707.03(Q) for securities sold in Ohio. This exemption applies to securities sold within 60 days of filing the form and not previously reported. Only issuers relying on Section 4(2) of the Securities Act of 1933 can use this exemption.
What is the filing fee for the Ohio 3 Q form?
The filing fee for the first submission of the Ohio 3 Q form is $100. If you need to file additional related forms within the same calendar year, the fee is reduced to $50 for each subsequent filing.
Where do I submit the Ohio 3 Q form?
You should submit the completed Ohio 3 Q form, along with the filing fee and any necessary exhibits, to the Ohio Division of Securities. The address is 77 South High Street, 22nd Floor, Columbus, Ohio 43215-6131.
What information is required on the Ohio 3 Q form?
The form requires several pieces of information, including the issuer's full name, address, federal tax identification number, and the type of entity. Additionally, details about the securities sold, including the date of sale, number of units sold, and price per unit, must be included.
Can I use the Ohio 3 Q form if I have previously reported the same securities?
No, the Ohio 3 Q form is specifically for securities that have not been previously reported. If you have already reported the securities, you cannot use this form for those sales.
What should I do if I need to amend my filing?
If you need to amend your filing, you should indicate this on the form and provide the necessary information for the amendment. It is advisable to consult with a legal advisor to ensure compliance with all requirements.
What happens if I do not include the required fee with my submission?
Your submission may be rejected if the required fee is not included. It is essential to ensure that your payment is made via check or money order, payable to the “Ohio Division of Securities,” to avoid any issues with your filing.
Is there a specific format for the information I provide on the Ohio 3 Q form?
Yes, the form has specific sections that must be filled out in a particular order. Follow the instructions carefully, and ensure that all required information is provided accurately to avoid delays in processing.
Can I file the Ohio 3 Q form electronically?
Currently, the Ohio 3 Q form must be submitted in hard copy. It is recommended to send the form via certified mail for verification of receipt, or you can send a copy along with a self-addressed, stamped envelope for confirmation.
Common mistakes
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Incomplete Information: One common mistake is failing to provide complete information in the required fields. For instance, omitting the issuer's full name, address, or contact information can lead to delays in processing the form. Each section must be filled out accurately to avoid complications.
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Incorrect Filing Fee: Applicants sometimes overlook the filing fee structure. The fee is $100 for the first filing and $50 for subsequent filings within the same calendar year. Submitting an incorrect amount can result in the form being rejected, requiring resubmission with the correct fee.
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Failure to Confirm Legal Basis: It is essential to confirm the legal basis for the exemption being claimed. Many individuals neglect to check that the exemption is pursuant to Section 4(2) of the Securities Act of 1933. Misunderstanding this requirement can lead to the form being deemed invalid.
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Not Using the Correct Format: The form must be submitted in the correct format. Some individuals fail to attach necessary documents, such as exhibits or schedules, or do not follow the specified instructions for submission. This oversight can delay the processing of the claim.
Documents used along the form
When dealing with the Ohio 3-Q form, several other documents may be needed to support your filing or to provide additional information about your securities transactions. Below is a list of forms and documents that are often used in conjunction with the Ohio 3-Q form, each serving a specific purpose.
- Form 11: This form is required for incorporated issuers not domiciled in Ohio or unincorporated issuers with their principal place of business outside the state. It provides necessary details about the issuer's status and is crucial for compliance with state regulations.
- Form U-2: Similar to Form 11, Form U-2 is used by issuers that are not based in Ohio. It serves as a notice of intent to sell securities in Ohio and helps ensure that the issuer complies with state laws.
- Offering Circular: This document provides detailed information about the securities being offered, including risks, financial statements, and the use of proceeds. It is essential for informing potential investors and may need to be submitted with the 3-Q form.
- Subscription Agreement: This agreement outlines the terms under which an investor agrees to purchase securities. It is crucial for establishing the relationship between the issuer and the investor and may be referenced in the 3-Q form.
- Form D: Issuers using Regulation D exemptions must file Form D with the SEC. It provides information about the offering and the issuer, ensuring compliance with federal securities laws.
- Financial Statements: Depending on the type of offering, financial statements may be required to provide transparency about the issuer’s financial condition. These documents can help investors make informed decisions.
- Exemption Notice: If claiming an exemption under the Ohio Revised Code, an exemption notice may be required to clarify the basis for the exemption being claimed in the 3-Q form.
- Broker-Dealer Registration: If a broker-dealer is involved in the sale of the securities, they must be registered with the Ohio Division of Securities. Proof of registration may be necessary to accompany the 3-Q filing.
- Commission Agreements: Any agreements detailing commissions or remuneration paid to sales agents must be documented. These agreements help ensure compliance with state regulations regarding compensation for securities sales.
- Amendment Forms: If any changes need to be made after the initial filing of the 3-Q form, an amendment form may be required. This ensures that all information remains accurate and up-to-date.
Having these documents prepared and readily available can streamline the process of filing the Ohio 3-Q form and ensure compliance with both state and federal regulations. Always consider consulting with a legal professional to ensure that all necessary forms are accurately completed and submitted on time.
Similar forms
The Ohio 3-Q form is primarily used to report the sale of securities and claim an exemption under Ohio law. It shares similarities with several other documents related to securities transactions. Here are four documents that are similar to the Ohio 3-Q form:
- Form 1: This form is used to register securities in Ohio. Like the Ohio 3-Q, it requires detailed information about the issuer and the securities being sold. Both forms aim to ensure compliance with state regulations regarding securities offerings.
- Form 11: Issuers not domiciled in Ohio use this form to register securities. Similar to the Ohio 3-Q, it provides a framework for reporting and compliance, ensuring that all necessary information about the offering is disclosed to the state authorities.
- Form U-2: This form is for foreign corporations wishing to sell securities in Ohio. It shares the same goal as the Ohio 3-Q in terms of providing transparency and regulatory compliance, ensuring that out-of-state issuers follow Ohio's securities laws.
- Form D: This is a federal form filed with the SEC for Regulation D offerings. While it operates on a different level, it also serves to claim exemptions for certain securities offerings, similar to the Ohio 3-Q's function within state law.
Each of these forms plays a critical role in the regulatory landscape of securities, promoting transparency and protecting investors in their respective jurisdictions.
Dos and Don'ts
When filling out the Ohio 3-Q form, there are important guidelines to follow. Here’s a list of things you should and shouldn’t do:
- Do ensure all sections are completed accurately to avoid delays.
- Do double-check the filing fee. The first filing costs $100, while subsequent filings within the same year cost $50.
- Do submit the form along with any required exhibits or schedules.
- Do confirm that you are eligible for the exemption under Section 4(2) of the Securities Act of 1933.
- Don’t leave any required fields blank. Incomplete forms may be rejected.
- Don’t forget to include your Federal Tax Identification Number; this is crucial for processing.
- Don’t use the form for securities that have already been reported or sold outside the 60-day window.
- Don’t neglect to sign the form. An unsigned form will not be accepted.
Following these guidelines will help ensure a smoother filing process for your Ohio 3-Q form.
Misconceptions
Misconceptions about the Ohio 3 Q form can lead to confusion and errors in the filing process. Here are six common misconceptions clarified:
- Anyone can use the Ohio 3 Q form for any securities sale. This form is specifically for claiming a section 1707.03(Q) exemption for securities sold in Ohio within 60 days of filing. Not all sales qualify.
- The filing fee is the same for all submissions. The initial filing fee is $100, while any subsequent related filings in the same calendar year cost $50. This tiered fee structure is important to note.
- Filing the form is optional for all issuers. Issuers relying on Section 4(2) of the Securities Act of 1933 must file this form to claim the exemption. It is not optional if they wish to comply with Ohio law.
- All sales are considered completed on the date of the transaction. The Ohio Administrative Code specifies that a sale is deemed to have occurred based on specific conditions related to subscription agreements or disbursement of proceeds.
- Commissions and remuneration do not need to be reported. Any commissions, discounts, or remuneration related to the sale must be disclosed on the form. Failing to do so could lead to complications.
- There is no need to confirm the basis in law for the exemption. It is crucial to confirm that the exemption is based on Section 4(2) of the Securities Act of 1933. Misunderstanding this can jeopardize the validity of the exemption claim.
Understanding these misconceptions can help ensure compliance with the filing requirements and streamline the process for all parties involved.
Key takeaways
Here are key takeaways for filling out and using the Ohio 3 Q form:
- The Ohio 3 Q form is used to claim a section 1707.03(Q) exemption for securities sold in Ohio.
- Filing must occur within 60 days of the sale and cannot be for previously reported securities.
- Only issuers relying on Section 4(2) of the Securities Act of 1933 can use this exemption.
- The initial filing fee is $100, while subsequent filings in the same year cost $50.
- Submit the completed form, filing fee, and any necessary exhibits to the Ohio Division of Securities.
- Provide the issuer's full name, address, and federal tax identification number on the form.
- List all securities sold, including the date of sale, number of units sold, and price per unit.
- Confirm the legal basis for the exemption is Section 4(2) of the Securities Act of 1933.
- Disclose any commissions or remuneration related to the sale of securities, if applicable.
- Indicate whether an offering circular was used and if the offering has been terminated.
Filing this form accurately is crucial for compliance with Ohio securities laws. Ensure all information is complete and truthful, as it serves as a formal report for selling securities in the state.