Direct Participation in oil and gas wells – Part 1 / Securities

Oil and Gas Investments (Direct Participation Programs) are considered to be a Non-Registered Securities (in most cases) and can only be sold by three
different types of entities:

.1. Broker/Dealers-That are registered with the Securities Exchange Commission/NASD 2. Independent Oil and Gas Companies - Must be an Officer of the  Company making the offer. 3. Operators that are registered with state agencies - Cannot sell across state lines - Intrastate only.

Master Limited Partnerships are a fully registered Securities and are also used for oil and gas direct participation programs. Fully registered Securities are expense and time consuming to prepare for an offering of an oil and gas drilling program. This type of partnership is rarely seen. Most investments are structured under the guidelines of a non-registered Securities (Regulation D) Offering. Filings must be made to State Securities Agencies in most states in the U.S. ( Blue Sky ) A blue sky law is a state law in the United States that regulates the offering and sale of securities to protect the public from fraud.
Though the specific provisions of these laws vary among states, they all require the registration of all securities offerings and sales, as well as of stock brokers and brokerage firms. Each state's blue sky law is administered by its appropriate regulatory agency, and most also provide private causes of action for private investors who have been injured by securities fraud. Your state agency that regulates these offerings has to be notified within 15 days from the date of the sale by the issuer of these investments.

Direct Participation investments in oil and gas drilling programs, require a fully disclosed Private Placement Memorandum, a.k.a Confidential Information Memorandum. This document must fully disclose all legalities associated with this type of investment and the individual drilling prospect being sold. A potential investor must see this information before purchasing working interest in an oil and gas drilling program. This is required, by Federal and State laws. A memorandum that has any validity should provide at least 80 pages of extensive information in regards to Securities Laws / Taxes / Overview of the Drilling Project and the Management of that offering. Turnkey Drilling and Testing and Completion Contracts, in addition to an Operator Agreement. Simply put, never involve yourself with any offering of oil and gas Direct Participation without this memorandum being offered to you for review before you sign any contracts to participate as a partner in the program. No exceptions. The investment would not be considered to be legal and your investment would be subject to a legal abyss. Direct Participation has risks when you drill an oil and gas prospect, don't enhance that risk by investing into a poorly structured investment.

The above information is designed to give you some insight as to Oil and Gas Direct Participation Drilling Programs and is not intended to be legal advice.

Source by DJ Stephens


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