OH

Ohio Blue Sky Laws

Ohio regulates securities under the Ohio Securities Act, enforced by the Division of Securities within the Ohio Department of Commerce. Ohio has historically maintained an active merit review system and remains one of the more regulatory-intensive states for securities compliance.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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Ohio Securities Regulatory Overview

Regulatory Body
Ohio Department of Commerce, Division of Securities
Primary Statute
Ohio Securities Act (ORC Chapter 1707)

Registration Requirements

Ohio allows registration by qualification, coordination, or notice filing for federal covered securities. Reg D Rule 506 offerings require Form D notice filing with the Division of Securities. Filing fee is $100, due within 15 days of first sale to an Ohio investor.

Key Provisions of Ohio Securities Law

Understanding the core regulatory framework in Ohio:

1

Securities must be registered by qualification, coordination, or notice filing before offer or sale

2

Ohio historically applied merit review for registration by qualification applications

3

Anti-fraud provisions under the Ohio Securities Act are actively enforced

4

The Division of Securities has broad investigative and enforcement authority

5

Ohio requires registration of broker-dealers and investment advisers

Available Exemptions in Ohio

Ohio provides the following exemptions from full securities registration:

  • Federal covered securities (Reg D Rule 506, Reg A+ Tier 2, exchange-listed) with notice filing
  • Isolated nonissuer transactions (Section 1707.02(B))
  • Sales to institutional investors (banks, insurance companies, pension funds)
  • Limited offering exemption for sales to no more than 10 persons in Ohio
  • Government securities

Penalties for Non-Compliance in Ohio

Ohio imposes civil penalties up to $10,000 per violation, criminal penalties including felony charges for willful violations, investor rescission rights, and administrative sanctions. The Division can issue cease-and-desist orders and revoke registrations.

How Ohio Blue Sky Laws Affect Your Transaction

Ohio's manufacturing, healthcare, and financial services sectors generate significant M&A activity. Transactions involving Ohio-based shareholders require blue sky compliance when stock is used as consideration. Ohio's historically active regulatory posture makes proper compliance especially important. Acquisition Stars works with securities counsel on Ohio Division of Securities filings for multi-state transactions.

Need Help With a Ohio Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

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Need Help With a Ohio Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Ohio.

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Frequently Asked Questions

Common questions about Ohio blue sky laws and securities compliance

Does Ohio use merit review?
Ohio historically applied merit review for registration by qualification. Reg D Rule 506 offerings are federal covered securities and only require notice filing, bypassing merit review.
What is Ohio's Reg D filing fee?
Ohio charges $100 for Reg D Rule 506 notice filings with the Division of Securities.
Who enforces Ohio securities laws?
The Division of Securities within the Ohio Department of Commerce enforces Ohio's blue sky laws.

Blue Sky Laws in Nearby States

Michigan Blue Sky Laws MI
Indiana Blue Sky Laws IN
Pennsylvania Blue Sky Laws PA
West Virginia Blue Sky Laws WV
Kentucky Blue Sky Laws KY
View all 50 state blue sky law guides →

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Need Help With Securities Compliance in Ohio?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Ohio blue sky law compliance. Submit your transaction details for a preliminary assessment.

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