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SEC 60-Day PRA Collection Notice for Rule 147 Written Representation

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Summary

The SEC is soliciting public comments on the existing collection of information under Rule 147 (17 CFR 230.147), which provides a safe harbor for intrastate securities offerings. 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 agency estimates approximately 700 respondents annually at 2.75 hours per response and $150 per response, for a total annual reporting burden of 1,925 hours and a total annual cost burden of $105,000. Written comments are invited through June 26, 2026.

“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.”

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What changed

The SEC has published a 60-Day Collection Notice under the Paperwork Reduction Act of 1995 regarding the written representation requirement under Rule 147(f)(1)(iii). The rule requires issuers conducting intrastate offerings to obtain written residency representations from each purchaser. The SEC estimates approximately 700 respondents annually at 2.75 hours per response and $150 per response, resulting in a total annual reporting burden of 1,925 hours and a total annual cost burden of $105,000.

Issuers and investors participating in intrastate offerings should note the opportunity to comment on the practical burden of this documentation requirement. The SEC will use public comments to refine its burden estimates before submitting the collection to the Office of Management and Budget for extension and approval.

Archived snapshot

Apr 28, 2026

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Content

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

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CFR references

17 CFR 230.147

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Last updated

Classification

Agency
SEC
Comment period closes
June 26th, 2026 (59 days)
Compliance deadline
June 26th, 2026 (59 days)
Instrument
Notice
Branch
Executive
Legal weight
Non-binding
Stage
Final
Change scope
Minor
Docket
SEC-2026-2576-0001

Who this affects

Applies to
Public companies Investors
Industry sector
5231 Securities & Investments
Activity scope
Securities offerings Securities registration
Geographic scope
United States US

Taxonomy

Primary area
Securities
Operational domain
Compliance
Topics
Corporate Governance

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