SECTION 4(a)(5) EXEMPTIVE FILINGS
Section 36b-21(b)(14) of the Connecticut Uniform Securities Act exempts from state registration offers and sales made in compliance with Section 4(a)(5)(formerly Section 4(6)) of the Securities Act of 1933. An issuer relying on Section 4(a)(5) and claiming the corresponding state exemption must file with the Securities Division before offering or selling securities in or from Connecticut.
To date, Connecticut, alone or in connection with other states, has not developed an electronic filing system for state private placement filings. Just because you have made your federal filing with the SEC electronically through EDGAR does not mean you have fulfilled state filing requirements. You must still make a paper filing with Connecticut.
What to File
|1.||Nonrefundable $150 fee payable to "Treasurer, State of Connecticut"|
|2.||Form D (in paper form). Note: Only one Form D must be filed.|
|3.||The name and address of the person who will offer or sell the securities in this state, whether that person will receive any direct or indirect remuneration related to offers or sales of such securities and whether that person is engaged in the business of effecting securities transactions**|
Impact of SEC Release No. 33-8891
On February 6, 2008, the Securities and Exchange Commission issued Securities Act Release No. 33-8891. The Release requires that, for federal purposes, Form D be filed electronically through EDGAR effective March 15, 2009. A new version of Form D was created for this purpose. EDGAR is an online database accessible to anyone having a computer with Internet access.
The changes affect filings made under Rules 504, 505 (since repealed by the SEC effective May 22, 2017) and 506 of Regulation D as well as those under Section 4(a)(5) (formerly Section 4(6)) of the Securities Act of 1933.
*SEC authentication procedure relied upon for E-filers
**Section 36b-31-21b-13b of the Regulations under the Connecticut Uniform Securities Act requires that Section 4(6) (now Section 4(a)(5)) issuers provide the Division with the “name and address of the person who will offer or sell the securities in this state, whether the person offering or selling the securities in Connecticut shall receive any direct or indirect remuneration related to offers or sales of such securities and whether such person is engaged in the business of effecting securities transactions.”
(11 pages; file size 1.58 MB)
SEC Forms (external link)
Securities Lawyer's Deskbook (Univ. of Cincinnati College of Law)
EDGAR (external link)
Small Business: A Guide to Raising Capital ( educational publication)
For more information or assistance, contact us at:
Connecticut Department of Banking
Securities and Business Investments Division
Attention: Olympia Thompson, License and Applications Analyst
260 Constitution Plaza
Hartford, CT 06103-1800
Telephone: (860) 240-8230 or Toll-free 1-800-831-7225
Fax: (860) 240-8295
E-mail: email@example.com or firstname.lastname@example.org