A securities offering limited to California only (an "intrastate" offering) is governed by California law alone.


Actually, to qualify as an intrastate offering, the offering must not only be limited to California investors; in addition:


  • The company must be a California company,

  • Must have its principal place of business in California, and

  • Must have at least 80% of its assets, revenues and expenditures in California.


If the offering is made to non-U.S. investors, then because transactions between a state and a foreign country are deemed to be "interstate" transactions, Federal Law applies even if the offering is not being made to investors in other U.S. States besides California.

That means that Federal Registration or use of a Federal Exemption (such as Rule 506) is required. It is perfectly fine to use one of the standard Federal Exemptions like Rule 506 when an offering includes both U.S. and Foreign Investors. The problem is that the company making the offering may not like some of the restrictions the exemption imposes. For example, with a Rule 506 offering no public advertising is allowed and all investors must be accredited or sophisticated (which often rules out some friends and family members).

Federal Regulation S provides another exemption, though. It states that no registration or exemption is required if an offering is completely limited to foreign residents, each investor is not present in the U.S. when the sale is made, and each signs certificate stating that the investor will not sell the securities into the U.S. unless they comply with U.S. securities laws. (There must also be a legend on the stock certificate or other evidence of ownership to that effect.) Note, though, that Federal Law regarding securities fraud still applies, so all information that a potential investor would reasonably want to know before deciding to invest must be disclosed.

The company can still make a separate (even simultaneous) intrastate offer, though, as the federal regulations state that a Reg. S offering will not be considered to be "integrated" with another offering even if that offering is coincident.

The state's securities laws still apply to an intrastate (single state) offering, though. California law, for example, still requires that California registration or a California exemption be used. While the California 25102(f) exemption does not allow public advertising, the California 25102(n) exemption allows a brief public "tombstone" advertisement, and California qualification by permit allows full public advertising.

With a California qualification by permit offering, the only public advertising allowed to potential foreign investors is to use TWO of these offerings, one for California investors only and one for foreign investors only. (Otherwise Federal Law applies as well.)

With the California 25102(n) offering, a SINGLE offering can be used for both California and foreign investors (even though Federal Law then also applies) if the amount being raised is $5 million or less. The reason is that Federal Rule 1001 expressly exempts California 25102(n) offerings from the Federal Registration / Exemption requirements if the amount of the offering is $5 million or less.


If a company wants to raise more than $5 million, then the solution is to use TWO 25102(n) offerings, one for foreign investors only and one for California investors only. That requires two private placement memorandums, two subscription agreements and separate filings for the 25102(n) forms – but it takes relatively little additional work to edit the first offering to make a second one.

To Retain and Engage Private Placement Markets for a California Intra-State Offering:

Since 2017, we have prepared a small number of California Intra-State Offerings for early stage and growth stage companies. 


Service(s) to be Provided:

  • No SEC Registrations Required.

  • Submission of the 25102(n) with the California Secretary of State

  • Drafting & Preparation of a California & Federal Securities Laws Compliant Intra-State Offering.

    • Our Custom California Intra-State Offering Preparation includes (but is not limited to):

      • Offering Structuring and Development of a Presentation Grade California Intra-State Offering,

      • Federal & California Securities Laws Compliance Review, and

      • Access to our Broker-Dealer Network & International Institutional Investment Banking Network (See &

To engage us for a Custom California Intra-State Offering Preparation:

  1. Private Placement Markets is very selective about the Intra-State offering Clients it engages with. Please call our Capital Markets Team or email us as the contact listed to the left, and we will schedule a time to speak regarding your IntraState Offering needs.

  2. If there is a mutual interest to engage for the Drafting of your IntraState Offering, we will forward you an engagement letter to be signed, at which time you will be required to submit a retainer equal to 50% of our service charge for the drafting of the California Intra State Offering Memorandum. Our total estimated cost for a Coin Offering is a Flat $1,750 USD (50% = $875 USD). NOTE: The balance of $875 will be due and payable 30 days net from retaining services or upon delivery of a final California Intra-State Offering Document whichever comes first.

  3. Once complete, we will send you an email with information detailing the necessary information we need to get started working on your offering.

  4. General Time from Start-to-Finish, given the vast number of Offerings we have done over the past four plus years, approximately one week. 

Mr. Steve Muehler

Founder & Managing Member

Private Placement Markets

101 California Street

San Francisco, CA 94111


Phone: (877) 259-8066

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Private Placement Markets, LLC (a Delaware Limited Liability Company) provides no depository services and is not insured by the FDIC. Private Placement Markets is an Investment Banking Industry Document Preparation Company and Capital Markets Advisor. Private Placement Markets does not offer, and does not offer to provide any broker dealer or market maker services. Private Placement Markets operates this website (referred to as the “Website”). By accessing this Website and any pages thereof, you agree to be bound by its Terms of Use and Privacy Policy. Past performance is no guarantee of future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. Private Placement Markets does not provide financial planning services. Private Placement Markets does not provide tax advice and does not represent in any manner that the outcomes described herein will result in any particular tax consequence.



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