SEC Proposes Extending Rule 147(f)(1)(iii) Written Representation Requirement
Summary
The SEC is soliciting public comments on its proposal to extend OMB approval for the written representation requirement under Rule 147(f)(1)(iii), which requires issuers relying on the intrastate offering safe harbor to obtain written residency verification from each purchaser. The notice provides updated burden estimates of approximately 700 respondents annually, 2.75 hours per response, and $150 per response, for a total annual burden of 1,925 hours and $105,000. Comments are due June 26, 2026.
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What changed
The SEC is proposing to extend OMB approval for the written representation requirement under Rule 147(f)(1)(iii), part of the Rule 147 safe harbor for intrastate securities offerings. This requirement obligates issuers to obtain written verification of each purchaser's residency to confirm their offering qualifies as intrastate under Section 3(a)(11) of the Securities Act. The notice also updates the annual burden estimates from prior filings, now calculating 700 respondents per year with 2.75 hours and $150 in costs per response, totaling 1,925 hours and $105,000 annually.
For issuers and securities counsel, this renewal maintains the documentation standards for intrastate offering exemptions. While the substantive requirement remains unchanged, the updated burden figures provide a more current baseline for compliance cost assessments and may inform practical approaches to fulfilling the written representation obligation.
Archived snapshot
Apr 25, 2026GovPing captured this document from the original source. If the source has since changed or been removed, this is the text as it existed at that time.
Notice
Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Rule 147(f)(1)(iii) Written Representation as to Purchaser Residency
A Notice by the Securities and Exchange Commission on 04/27/2026
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- Public Inspection Published Document: 2026-08158 (91 FR 22558) Document Headings ###### Securities and Exchange Commission
- [OMB Control No. 3235-0756] Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736
Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.
Rule 147 (17 CFR 230.147) provides a safe harbor pursuant to which an offering will be deemed to be in compliance with Section 3(a)(11) of the Securities Act of 1933 (“Securities Act”), which provides an exemption from the Securities Act's registration requirements for intrastate offerings. Rule 147 is intended to facilitate intrastate and regional securities offerings. Among other things, Rule 147(f)(1)(iii) requires issuers relying on the rule to “obtain a written representation from each purchaser as to his or her residence.” The written representation required under Rule 147(f)(1)(iii) is intended to help ensure that the issuer's offering is, in fact, an intrastate offering. Approximately 700 respondents provide the information required by Rule 147(f)(1)(iii) annually at an estimated 2.75 hours per response and $150 per response for a total annual reporting burden of 1,925 hours (2.75 hours per response × 700 responses annually) and a total annual cost burden of $105,000 ($150 per response × 700 responses annually).
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number.
Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology.
Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by June 26, 2026. There will be a second opportunity to comment on this SEC request following the Federal Register publishing a 30-Day Submission Notice.
Dated: April 23, 2026.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-08158 Filed 4-24-26; 8:45 am]
BILLING CODE 8011-01-P
Published Document: 2026-08158 (91 FR 22558)
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