Series 79 questions with complete solution

Series 79Don’t have to register securities if - correct answer 1. securities are exempt 2. Transaction is exempt C Corp - correct answer Big corp Can file to be public Does not pass through gains & losses to shareholders (pays corporate income tax) Anyone can invest Taxed at favorable rates if held for more than 1 year S Corp - correct answer Small corp Max 100 shareholders Ineligible to list on exchange PAss through gains & losses to shareholders (does not pay corproate income tax) Domestic indivs can only invest TAxed at favorable rates if held for over a year Securities Act of 1933 - correct answer Regulates First Offering (IPO) bc its the first act Pre registration - correct answer Prepare registration CANNOT talk ab the deal (called gun jumping if you do) Cooling Off - correct answer 20 Days SEC reviews registration statement Underwriters market but CANNOT sell Effective date - correct answer Securities become effective Post-Effective - correct answer Securities are sold to the public with a final prospectus State Registration laws= *BLUE SKY LAWS Form S-1 - correct answer Registration for IPO (long form) Form S-3 - correct answer Short form registration for follow ons Form S-4 - correct answer Register securities as part of a business combination Issuer need to provide: - correct answer Description of issuers business Use of proceeds