Form RL Applications

Section 11-51-304(6), C.R.S. contains information regarding Registration by Limited Offering Qualification and is filed on the Form RL. This form of registration is a Colorado specific method and would not be recognized by any other state. Requirements for this type of filing are as follows:

• Total offering must not exceed $1 million in 12 consecutive months.
  

• At least 80% of the net proceeds raised in the offering must be spent in Colorado and basically come to rest in Colorado.
  

• The main office of the company conducting the offering must be located in Colorado, and most of the full-time employees must also be located in Colorado.

• The main emphasis, when using this particular type of limited registration, is that the company must be located in Colorado and most of the proceeds raised in the offering must be spent in Colorado.

Financial statements filed with this type of offering must be "Reviewed" but need not be "Audited" and must be prepared according to Generally Accepted Accounting Principals (G.A.A.P.). The firm’s financial statements should be "audited" annually.

The Division usually requires that an escrow account be established with a depository institution and the funds may not be turned over to the company until a sufficient minimum amount has been raised. (See FORMS below for an axample of an Escrow/Impound Agreement.)

The Division's review period for this type of application is 14 days and the total registration process usually takes approximately 6-8 weeks.

• Filing application requirements are:

• Form RL

• Forms U-2 & U-2a

• Fee of $50.00 made payable to the Colorado State Treasurer

• Forms B & C (Undertaking requirements)

• Copies of all material contracts involving the company

Partial List of Forms