Sec. 4005.012.  PRIVATE LIMITED OFFERINGS.  (a)  The exemption provided by Section 4005.001 applies to the following sales made without any public solicitation or advertisement:
(1)  the sale of a security by the issuer of the security if the total number of security holders of the issuer does not exceed 35 persons after the sale; or
(2)  the sale by an issuer of the issuer's securities to not more than 15 persons during the 12-month period ending with the date of the sale if the persons purchased the securities for their own account and not for distribution.
(b)  For the purpose of determining the number of persons under Subsection (a)(2), the following persons are not included:
(1)  a purchaser of a security in a transaction exempt under another provision of this subchapter;
(2)  a purchaser of a security exempt under Subchapter B; and
(3)  a purchaser of a security that is part of an offering registered under Subchapter A, B, or C, Chapter 4003.
Added by Acts 2019, 86th Leg., R.S., Ch. 491 (H.B. 4171), Sec. 1.01, eff. January 1, 2022.