Offering Securities in North Carolina
Since you’re starting a business in North Carolina, you may have thought about offering corporate stock, interests in a limited partnership or some other security to help fund your startup. Please understand that just because you have incorporated through the Department of the Secretary of State, you are not necessarily authorized to offer securities for sale to the general public. Security offers and sales in North Carolina are subject to the North Carolina Securities Act. The Act is administered by the Securities Division of the Department of the Secretary of State. Under the North Carolina Securities Act, securities offerings must either be:
Registered with the Securities Division of the Department of the Secretary of State
Exempt from registration
Some offerings by small businesses may fall into this category. You may still have to file for an exemption with the Securities Division. For other exemptions, no filing is required. Call the Securities Division at (919) 814-5400 for more information.
Violation of the North Carolina Securities Act is considered a serious matter by the Department of the Secretary of State. You could incur expensive civil liability and, in some cases, criminal prosecution by violating this law. We encourage you to seek competent professional advice from your own attorney before offering securities of any kind for sale to the general public.