Secondary Transfer Disclosure Made Simple
Navigate federal and state securities laws with confidence. Achieve Blue Sky compliance for secondary trading with our streamlined disclosure solution.
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Why Existing Exemptions Don't Work
Federal exemptions were designed for private transactions, not public Alternative Trading Systems.
Section 4(a)(1) & 4(a)(2)
These exemptions apply to private transactions between sophisticated investors with pre-existing relationships. ATSs are public platforms where buyers and sellers don't know each other.
Section 4(1-1/2)
Requires sellers to provide current company financial disclosures. There's no mechanism to guarantee sellers have access to this information or that it's current.
Rule 144
Requires current public information about the issuing company. Private companies typically don't publish ongoing information publicly.
Unsolicited Orders Exemption
Requires parties with a pre-existing relationship and no general solicitation. Listing on an ATS is general solicitation by definition.
The bottom line: State Blue Sky laws still apply. Without proper compliance, issuers risk cease and desist orders, fines, rescission rights, and more.
The Solution: The Manual Exemption
A proven pathway to Blue Sky compliance for secondary trading.
The Manual Exemption is an exemption from state registration for securities listed in a nationally recognized securities manual. When investors have access to current and ongoing company and financial information published in such a manual, transactions are exempt from state Blue Sky laws.
Nationwide Coverage, One Report
Once your GUARDD report is published in Mergent's manual, the Manual Exemption does the work in the large majority of states automatically. In the ten that don't recognize it, there is still a path in every one. Eight provide alternative exemptions that a non-issuer transaction can rely on, and we identify which applies. Only California and New York call for an affirmative filing, and we show the issuer exactly where it goes. The result is a compliant route in every state your investors trade from.
Published in Mergent Manuals
GUARDD reports are published in Mergent's nationally recognized securities manual, among the oldest and most widely recognized of the manuals states accept for the exemption.
Ongoing Disclosure Required
The exemption requires current information. GUARDD manages your ongoing reporting, including material updates and annual renewals.
Built for Exempt, Unrestricted, Unregistered Securities
GUARDD works for any security that needs Blue Sky compliance for secondary transfer.
Regulation A+
Mini-IPO securities that are freely tradeable but still need state compliance for secondary transfers.
Regulation D 506(c)
Restricted securities sold to accredited investors. After the Rule 144 holding period, these become eligible for resale with proper Blue Sky compliance.
Regulation Crowdfunding
Crowdfunded securities that become freely transferable after one year.
NFTs & Digital Assets
Crypto assets, tokens, and NFTs that the SEC has deemed securities need compliance too.
Private Company Shares
Employee equity, early investor shares, and other private company securities seeking liquidity.
Fractional Securities
Fractionalized real estate, art, collectibles, and other assets structured as securities.
Why Choose Guardd?
The most efficient way to navigate complex securities regulations and maintain compliance across all states.
Complete Compliance
Every state your investors trade from has a compliance path. The Manual Exemption covers most of them the day you publish. We map the rest.
Streamlined Reporting
Enter your information once to generate a compliant disclosure report. We publish it in Mergent's manual and tell you precisely what, if anything, each remaining state asks for.
Multi-Asset Support
Support for private company shares, digital securities, ICO tokens, NFTs, and crypto asset securities.
Trusted by Leaders
Join companies and investors who trust Guardd for their secondary transfer compliance needs.
How Guardd Works
A simple, streamlined process that takes the complexity out of securities compliance.
Enter Your Information
Input company details, financials, offering information, and security characteristics into our platform. Over 100 standardized data fields for compliance.
Financial Statement Integration
Audited financials can be pulled directly from RIVIO Clearinghouse for data integrity, or uploaded directly from issuers with audit reports.
Blue Sky Compliance Review
Our team reviews your disclosure against state requirements and prepares your report for publication.
Publication in Mergent Manual
Your GUARDD report is published in Mergent's nationally recognized securities manual, qualifying you for the Manual Exemption in every state that recognizes it, with a documented path for the states that don't.
Learn More About Blue Sky Compliance
Free resources to help you understand secondary trading regulations.
How Can I Sell the Shares I Bought?
A comprehensive guide to navigating Blue Sky laws for secondary transfer of securities. Covers federal exemptions, the Manual Exemption, and how GUARDD can help.
The SEC Deemed Your NFT a Security. Now What?
Understanding SEC enforcement on crypto assets.
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