Rule 506 Notice Filings
The National Securities Markets Improvement Act of 1996 ("NSMIA") preempted state review of offerings made under Rule 506 of Regulation D, but did not impact state antifraud or licensing authority. Under Section 36b-21(e) of the Connecticut Uniform Securities Act, Rule 506 issuers must make a notice filing within 15 days after the first sale in this state.
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
- Nonrefundable $150 fee payable to "Treasurer, State of Connecticut"
- Form D (in paper form). Note: Only one Form D must be filed.
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The changes affect filings made under Rules 504, 505 (since repealed by the SEC effective May 22, 2017) and 506 of Regulation D as well as those under Section 4(a)(5) of the Securities Act of 1933.
Timing Within 15 days after first sale in state $150 Fee Payable to "Treasurer, State of Connecticut" Remit to Division Consent to Service of Process No separate filing since included on Form D Form D File Form D with Division in paper form Form D Appendix (on prior versions of Form D)* Not required Signed Form D Typed signature accepted** Form D Amendments Not required (viewable online)
*In appropriate instances, the Commissioner reserves the right to request sales reports (see Release No. 33-8891, n. 87; C.G.S. Section 36b-21(e)).
**SEC authentication procedure relied upon for E-filers
Securities Lawyer's Deskbook (Univ. of Cincinnati College of Law)
EDGAR (external link)
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