b'How to Legally Raise Private Moneyficer or director of the issuer, b) responding to inquiries from po-tential purchasers, limited to information contained in the offering documents, or c) performing administrative or clerical workin-volved in the transaction.State Blue Sky LawsUndertheNationalSecuritiesMarketsImprovementAct(NSMIA), states are required to recognize the Regulation D, Rule 506 exemptionprovided they are given notice, generally within 15 days of the date the investment of a state resident investor becomes irrevocably committed by contract. The states can (and most do) impose a further restriction that no compensation may be paid to unregistered persons for selling the secu-rities. For example, the Texas State Securities Board lists as one of its require-ments for recognition of a Regulation D, Rule 506 exemption, that: "No commissions, fees or other form of remuneration may be paid to any per-son who solicits investors in Texas under this [Rule 506] exemption unless that person is licensed in Texas as a securities dealer or agent. 33 Most state securities laws contain similar provisions, meaning that if the state determines that an issuer compensated an unregistered person for selling its securities, the state could deny the federal securities exemp-tion and apply its own registration or exemption criteria to the offering. If the state determined the offering did not comply with its intrastate rules for an exempt offering, it could prosecute the issuer or impose fines and penalties. However, Florida and several other states seem to have a differ-ent interpretation 34 , suggesting that only broker-dealers can sell securi-ties in their jurisdiction, which casts doubt on whether the states would issue the exemption. Florida is the only state that requires the issuer to of-fer a three-day right of rescission for any sale of securities under a private securities exemption. The right occurs when the investor is notified of the right. This could occur years after the investment was made if the issuer failed to include it in the offering documents and the investor learned of it later. To comply, issuers who might possibly include Florida investors are en-33 See Texas State Securities Board Website, Exemptions from Registration 34 Mihm, Jeff, The Florida Bar Journal, February, 1999 Volume LXXIII, No. 2, Page 44, Private Placements in Florida After the National Securities Markets Improvement Act of 1996 106'