An SEC (www.practicallaw.com/9-382-3806) rule providing two safe harbor provisions for offers and sales of securities made outside the US. Rule 903 is the issuer safe harbor. Rule 904 is available for resales by persons other than the issuer, a distributor, their respective affiliates and persons acting on their behalf. Regulation S uses a territorial approach, which provides that transactions occurring outside the US are not subject to the registration requirements of Section 5 of the Securities Act (www.practicallaw.com/1-382-3805).
For more information, see these Practice Notes: