Jobs Act Update: Increased Caps For Mandatory Exchange Act Registration On April 5, 2012,Ralph Lauren Polo Outlet, President Obama signed the Jumpstart Our Business Startups Act (the JOBS Act), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act amends, and adds new sections to, the Securities Act of 1933 (the Securities Act) and the Securities Exchange Act of 1934 (the Exchange Act), as well as the Sarbanes-Oxley Act of 2002.Section 12(g) of the Exchange Act requires companies with more than $10 million in assets whose equity securities are held of record by more than 500 holders to file periodic reports with the Securities and Exchange Commission (the SEC).Generally, Title V of the JOBS Act amends Section 12(g)(1) of the Exchange Act to increase the holders of record threshold to either (i) 2,000 persons, or (ii) 500 persons who are not accredited investors. For banks and bank holding companies, the threshold number of holders of record will be increased to 2,000 persons.Title V of the JOBS Act also provides that persons holding securities received pursuant to an employee compensation plan in transactions exempted from the registration requirements of Section 5 of the Securities Act will be excluded from the number of record holders of record for purposes of calculating holders under Section 12(g).The JOBS Act did not change how record holders are determined. Beneficial holders of securities held in street name will generally not be counted as holders of record. Securities held in street name by the Depository Trust Company (DTC) will remain calculated by reference to the number of DTC participants holding the securities.The JOBS Act Impact on Section 12(g)(4)Title VI of the JOBS Act amends Section 12(g)(4) of the Exchange Act which permits termination of registration of any class of securities with less than 300 record holders, and Section 15(d) that allows suspension of periodic reporting obligations with respect to any class of securities with less than 300 record holders to provide for termination or suspension of reporting obligations with respect to securities of a bank or bank holding company that are held of record by less than 1,200 persons.The impact of these changes provides private companies seeking to go public direct the ability to raise more capital and increase their shareholder base without becoming subject to the SECs reporting requirements.This memorandum is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings,Ralph Lauren Polo Outlet Online, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings.