Form D and Blue Sky State Filings
Filing a Form D Notice. SEC requires the notice to be filed by companies and funds that have sold securities without registration under the Securities Act of 1933 in an offering based on a claim of exemption under Rule 504 or 506 of Regulation D or Section 4(a)(5) of that statute.
Commission rules further require the notice to be filed within 15 days after the first sale of securities in the offering.
Amendment to Form D
- A filer may file an amendment to a previously filed notice at any time.
- A filer must file an amendment to a previously filed notice for an offering:
- to correct a material mistake of fact or error in the previously filed notice, as soon as practicable after discovery of the mistake or error;
- to reflect a change in the information provided in the previously filed notice, except as provided below, as soon as practicable after the change; and
- annually, on or before the first anniversary of the most recent previously filed notice, if the offering is continuing at that time.
“Blue Sky” State Filing Notice of Form D
Additionally, many states also require the filing of “Blue Sky” notices and amendments, and most States charge a filing fee. The Notices are submitted via NASAA Electronic Filing Depository. We can file the State Notices after Form D has been filed with SEC.
Filing fee for Notices are charged by State Regulators. Some states also collect a Late Fee, and the Fee estimate are subject to change. Additionally, there is a $160 system use fee for using EFD. This fee will be applied one time to each individual filing that you make with EFD.
Steps for sending us State Filing Notice Template and Fees:
- Complete the State Filing Notice Template and indicate which State requires a Notice.
- We will review and provide an estimate of fees. Send Fees to EDGAR Solutions via Wire Transfer or ZellePay. We will require the fees in advance of the filing, as the funds are debited from our account at the time of submission to EFD.
- We will send you a proof for review and approval.
- We will file to EFD and provide you the Payment Receipt.
For more information visit www.NASAA.org on each State filing requirements, including links to the websites of each State’s Securities Regulator.
How we assist
First, you will need Filing codes for submitting Form D. We can assist you in applying for the Filing Codes by completing a Form ID application.
SEC process time are between 24-48 hours after you have applied for Filing Codes.
In the meantime, you can download the Form D, complete and email to us. We will submit the form on your behalf and send you SEC Acceptance Notice.
SEC Guidance Filing and Amending a Form D Notice
NASAA Electronic Filing Depository
States Participating in EFD
Contact a Sales Representative to file Form D at 904-363-0506.
This information has been obtained from www.sec.gov and believed to be reliable, but cannot be guaranteed for accuracy. Consult with legal counsel before relying on the information provided.