NASAA Launches Rule 506 Form D EFD

Securities Lawyer 101 Blog

The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings.  NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings online through NAASA’s EFD website.   Rule 506 of Regulation D is a “safe harbor” for the private offering exemption of Section 4(a)(2) of the Securities Act. Issuers relying on the Rule 506 do not have to register their securities offering with the Securities and Exchange Commission (the “SEC”) or state securities regulators. Even though registration is not required, issuers must file a “Form D” with the SEC and state securities regulators after they first sell their securities. The Form D contains limited information about the securities being offered and the issuer offering those securities.

More than 40 states have elected to participate in NASAA’s EFD.  Some states have already made the filing of Form D through the EFD mandatory. NASAA’s EFD system offers issuers and securities attorneys an accommodating method of submitting Form D’s online. NASAA has also imposed a one-time set-up fee of $150 which issuers using the service must pay. NASAA’s fee is in addition to applicable state blue sky filing fees.

NASAA’s system will benefit investors and shareholders by allowing them to search and view Form D filings though Form D filings are also available on the Securities and Exchange Commission’s website. Filings can be searched by issuer name, CIK number, accession number or EFD number.

We expect NASAA’s new EFD to be a valuable tool for issuers and their securities attorneys seeking to make Form D filings. A list of the states participating in NASAA EFD can be found here.

For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, or by email at [email protected].  This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Attorneys
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855