Rule 305–307 — staying current, getting out, getting suspended

Rule 305 is the ongoing-reporting obligation that Regulation A imposes only on Tier 2 and that this paper imposes on both tiers. Annual, semiannual, current. Exchange Act current filings satisfy 1-KC and 1-SC (305(a)(6)). Special financial reports fill gaps if the offering statement was missing a year or a first-half.

Three ways out

• 305(c) — fewer than 300 holders of record, counted under Rule 12g5-1. File Form TR. Must be current for the shorter of the period since becoming subject or the last three fiscal years plus YTD. Not available in a year an offering was qualified, if no annual was filed for the qualification year, or if offers or sales are ongoing. This is the classic 12(g)-style exit, transplanted.
• 305(d)(1) — the issuer becomes an Exchange Act reporting company. Off-ramp by operation of the 305(a)(6) substitution, with a TR to tidy the file.
• 305(d)(2) — terminate immediately on Form TR if Rule 400 is satisfied or the CIC otherwise ceases. This is the evolution exit. After this TR, there is no CIC to report on.

Rule 306 lets the Commission suspend the exemption — the enforcement backstop that Rule 101(d)’s insignificant-deviation clause expressly preserves. Rule 307 is withdrawal and abandonment. An abandoned unpublished 1-CRYPTO stays non-public. That is the confidential-draft protection; do not confuse it with a qualified circular, which is public forever.

• Rule 12g5-1 is the Exchange Act record-holder rule. Broadridge / DTC mechanics do not exist for most tokens. That is the mismatch.
• Reg A Rule 257 is the parent of 305. The Commission took the structure and dropped the Tier 1 holiday.
• Form TR PRA: 24.75 startup exits at 20 hours, 3.1 holder-count exits at 1.5 hours, 7.75 305(d) exits at 20 hours, plus 475 Rule 400 TRs at 30 hours.

• Holders-of-record definition is the comment. Attach a worked cap-table vs. on-chain-holder reconciliation from a live project.
• Ask whether a 305(d)(2) TR that later looks wrong (the issuer resumed essential managerial efforts) restarts reporting or is a 10b-5 / Rule 306 event. The paper is thin here.
• 1-UC four-business-day clock on a weekend exploit: assume you need a disclosure-committee Signal channel and a pre-authorized 1-UC template for pause-switch events.