{"data":{"id":"us-va/21vac5-40-130","jurisdiction":"us-va","citation":"21VAC5-40-130","heading":"Calculation of the number of purchasers under § 13.1-514 B 7 b","body":"A. For the purpose of calculating the number of purchasers in the Commonwealth under § 13.1-514 B 7 b of the Act, the following persons are excluded:\n\n1. A relative, spouse, or relative of the spouse of a purchaser, who has the same principal residence as the purchaser;\n\n2. A trust or estate in which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 3 of this subsection collectively are beneficial owners of more than 50% of the interests, excluding contingent interests;\n\n3. A corporation, limited liability company, partnership, or other entity of which a purchaser and any of the persons related to the purchaser as specified in subdivision 1 or 2 of this subsection collectively are beneficial owners of more than 50% of the equity interests (excluding directors' qualifying shares); and\n\n4. A person who comes within one of the categories of an \"accredited investor\" in Rule 501(a) of Regulation D (17 CFR 230.501-230.508) adopted by the SEC under the Securities Act of 1933.\n\nB. A corporation, partnership, limited liability company, unincorporated association or trust is considered one purchaser unless it was organized to raise capital for the issuer.\n\nC. If a purchaser that is a corporation, partnership, limited liability company, unincorporated association or trust was organized to raise capital for the issuer and is not an \"accredited investor\" under Rule 501(a)(8) of Regulation D (17 CFR 230.501 through 230.508), then each beneficial owner of an equity interest in the corporation, partnership, limited liability company, unincorporated association or trust is considered a separate purchaser.\n\nD. A noncontributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 is considered one purchaser if the plan's trustee makes all investment decisions for the plan.","path":["Title 21. Securities And Retail Franchising","Agency 5. State Corporation Commission, Division of Securities And Retail Franchising","Chapter 40. Exempt Securities and Transactions"],"source_url":"https://law.lis.virginia.gov/admincode/title21/agency5/chapter40/section130/","current_through":"2026 Regular Session (effective July 1, 2026)","vintage":"","retrieved_at":"2026-09-14T04:53:34Z","sha256":"4f4191b6ca7180bc575e2a6cec33bf8bb03934a29a8ba50db92b8565bcab1fc7","source_id":"us-va-vac","stale":false,"prev":"us-va/21vac5-40-110","next":"us-va/21vac5-40-140"},"notice":"GroundRules: Original legal text. Not legal advice."}