SEC Form D FAQs
Yes you can file prior to the first investment and we recommend you do. The states have the same 15 day filing requirement and you cannot file the states until the Form D has been filed with the SEC so any delay could cause a late state filing and possible late fees or other regulatory actions.
According to the SEC: the date of first sale is the date on which the first investor is irrevocably contractually committed to invest. If the due date falls on a Saturday, Sunday or holiday, it is moved to the next business day.
The following items can be considered securities: any percentage of ownership sold to another person or entity; stock shares, promissory notes, memberships (such as in an LLC or Partnership), real estate, debentures, options and warrants.
If you have an offering document such as a private placement memorandum, you will have pretty much all you need. If you have already started accepting investments from investors there will be some additional information needed.
The SEC requires a Form D to be filed within 15 days of accepting funds from the first investor. We recommend you file prior to accepting funds from investors.
State Blue Sky FAQs
No, the NASAA EFD filing system only accepts Automated Clearing House (ACH) transactions. ACH transaction are basically an electronic check and a safe way to pay these fees.
Yes, but keep in mind it is not refundable so once you file in a state, even if you withdraw the filing the states typically will not issue a refund.
On average around $300; however, some are $1500, Also some have late fees in addition to the fee. NASAA also charges a one-time $160 fee for the initial filing. State Fee Matrix
The states have the same requirement as the SEC, you must file within 15 days of receiving funds from an investor in their state.
Most states require the date of the first sale of the securities to an investor in their state, amount invested and the number of investors.