Tina,in-House Counsel for a Start-Up Company,is Asked What the Company

Tina,in-house counsel for a start-up company,is asked what the company must do if it plans to offer securities for sale only outside the U.S.What advice should she give in relation to the application of Section 5/Regulation S registration requirements?

A) According to SEC Regulation S, so long as the company is incorporated in the U.S., all aspects of Section 5 apply, and that any offer or sale outside the U.S.is subject to the federal registration requirements.
B) According to SEC Regulation S,offers or sales outside the U.S.are not subject to federal registration requirements so long as only accredited investors are involved but that, otherwise, any offer or sale is subject to the federal registration requirements.
C) According to SEC Regulation S, offers or sales outside the U.S.are not subject to federal registration requirements so long as only accredited investors are involved and no more than $5 million in sales are made but that, otherwise, any offer or sale is subject to the federal registration requirements.
D) According to SEC Regulation S, offers and sales outside the U.S.are not subject to Section 5 registration requirements.