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Simple English definitions for legal terms

nonreporting issuer

Read a random definition: solutio indebiti

A quick definition of nonreporting issuer:

A nonreporting issuer is a person or entity that issues securities, negotiable instruments, or letters of credit, but is not required to report to the Securities and Exchange Commission (SEC) because it has not chosen to do so, has not had an effective registration statement within the fiscal year, and did not meet the shareholder or asset tests under the Exchange Act registration requirements at the end of its last fiscal year.

A more thorough explanation:

A nonreporting issuer is a person or entity that issues securities, negotiable instruments, or letters of credit but is not subject to the reporting requirements of the Exchange Act. This means that they do not have to file regular reports with the Securities and Exchange Commission (SEC) like other issuers do.

There are three reasons why an issuer may be considered a nonreporting issuer:

  1. They have not voluntarily become subject to the reporting requirements.
  2. They have not had an effective registration statement under the Securities Act within the fiscal year.
  3. They did not meet the shareholder or asset tests under the Exchange Act registration requirements at the end of their last fiscal year.

For example, a small startup company that has not yet gone public and does not have a large number of shareholders may be considered a nonreporting issuer. They may not have the resources or need to comply with the reporting requirements of the Exchange Act.

Another example could be a private equity firm that issues securities to a limited number of accredited investors. Since they are not offering their securities to the general public, they may not be subject to the reporting requirements.

These examples illustrate how a nonreporting issuer may operate differently from other issuers and may not have the same level of regulatory oversight.

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THATS SO FUNNY
i cant i would go crazy
JumpySubsequentDolphin
20:50
i need to know who decided to do that.
JumpySubsequentDolphin
20:50
omg im on a plane weeeee
the devil
youre on a plane??? LSD made the mile high club??
20:50
yo splitterus are you in school already
20:50
it says ur c/o 2027
JumpySubsequentDolphin
20:51
@SplitterusClitterus: HAHAH yes
ur user is hilarioussss and no i just graduated this may and am now applying ---also im out of messages so ill take a lil
20:52
roger dat. see u in heck
im back, r u applying this cycle too
JumpySubsequentDolphin
21:32
this child fell asleep on me
JumpySubsequentDolphin
21:32
im so uncomfortable
just push him off the entire seat
JumpySubsequentDolphin
21:34
LMAOOOO
JumpySubsequentDolphin
21:35
no he’s literally like 8 and he fully just put his head on my bicep and slept
JumpySubsequentDolphin
21:35
he has since moved
22:12
@SplitterusClitterus: me yesterday
gulc baby pls text me back... i miss you ...... :(
22:23
i just went into a discord vc and yelled "YALL I JUST GOT INTO J.M. SCHOOL OF LAW"
22:24
people were getting excited :sob:
22:25
then someone was like "what does jm stand for" and i was like .. well
AHHAHAHAHAHAHHAHAHAHAHAHAH
@JumpySubsequentDolphin: wait this is so cute, also where r u going
JOE MBIDEN
JumpySubsequentDolphin
22:39
@splitty Oregon!
oh yay for what thats so random
JumpySubsequentDolphin
22:45
haha my brother and sister in law live there
so cutie oregon is beatiful
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