Small Business Information
- Capital Formation Alternatives For
Small Business in Virginia
This guide focuses on issuing securities as a means of raising capital for small
and developing businesses. It outlines the process involved in issuing securities,
reviews federal and state regulations governing securities, and describes the exemptions
available for small issuers. The guide also reviews other potential sources of small
business capital and provides a list of related Internet sites of interest to a
This is a uniform nationwide program for multi-state registration of public offerings
of corporate equity securities where a registration statement has been filed with
the U.S. Securities and Exchange Commission. Registration is by coordination under
§ 13.1-509 of the Code of Virginia. An issuer files an application with all the
states they intend to use the CR-EQUITY process along with the fees applicable to
each of those states. A filing is also made to the state of Pennsylvania, the national
program administrator, who then designates a lead disclosure state and a lead merit
state. The lead disclosure state coordinates all disclosure comments and the lead
merit state coordinates all merit comments. The two lead states generate one comment
letter on behalf of all jurisdictions. CR-EQUITY utilizes established North American
Securities Administrators Association (NASAA) Statements of Policy for substantive
(merit) issues and all participating jurisdictions agree to an immediate review
of the application. The program provides a more predictable standard of review for
issuers and establishes compulsory time periods for state review and comments. To
access the CR-EQUITY application form, standards and filing requirements, visit
the Pennsylvania Securities Commission site shown above.
Small Company Offering Registration (SCOR)
SCOR is a program for registration of a public offering by qualification under §
13.1-510 of the Code of Virginia and is administered under 21 VAC 5-30-90 of the
Virginia Administrative Code. Virginia has adopted the use of the Form U-7 and the
set of instructions for form U-7. SCOR is available to corporations and limited
liability companies selling securities which are exempt from federal registration.
Small businesses who qualify to use the SCOR program will find it easier and far
less expensive than a traditional public offering. To access the Form U-7 Disclosure
Document and the Manual of instructions for completing the form, visit the North
American Securities Administrators Association (NASAA) site shown above.
This regional review program was established to assist small businesses that want
to file a SCOR or SEC Regulation A registration and sell securities in several jurisdictions.
Participants include Virginia, Delaware, Maryland, New Jersey, Pennsylvania, West
Virginia, and District of Columbia. An issuer files an application with two or more
states along with the fees applicable to each of the registering states. In Virginia,
the laws, rules and filing fees are the same as any other qualification application.
A filing is also made to the state of Maryland who acts as the program administrator.
Maryland will designate the lead state for the filing who will be the focal point
for comments among the examining states and the issuer. CR-SCOR-Mid-Atlantic simplifies
the administrative process for the issuer and imposes an established time-line on
the review states.