Rule 506 Notice Filings

Frequently Asked Questions (FAQs)

Instructions

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.

Electronic Filing Through NASAA's Electronic Filing Depository (EFD)

As of November 2, 2020, the Securities and Business Investments Division of the Department of Banking started accepting Rule 506 notice filings made electronically through NASAA's EFD System.  To promote efficiency, the past requirement that issuers file a separate Broker-Dealer/Sales Agent Questionnaire or written equivalent has been eliminated.  Filing through the EFD System is optional, and paper filings will continue to be accepted for the foreseeable future. 

What to File

1. Nonrefundable $150 fee payable to "Treasurer, State of Connecticut"
2. Form D (electronically through the EFD System or in paper form).  Note:  Only one Form D must be filed.

Filing Details

Timing:     Within 15 days after first sale in or from the state

Fee:           $150 Payable to "Treasurer, State of Connecticut"

Consent to Service of Process (Form U-2):  No separate filing since included on Form D
Form D

Signed Form D:  Typed signature accepted

Form D Amendments:  Not required (since accessible on EDGAR)

*In appropriate instances, the Commissioner reserves the right to request sales reports (see SEC Release No. 33-8891, n. 87; C.G.S. Section 36b-21(e)).

Forms

Form D

SEC Forms (external link)

Resources

Contact

For more information or assistance, contact us at:

Connecticut Department of Banking
Securities and Business Investments Division
260 Constitution Plaza
Hartford, CT 06103-1800

Telephone: (860) 240-8230 or Toll-free 1-800-831-7225
Fax:  (860) 240-8295
E-mail:  dob.sec-reg@ct.gov or william.olesky@ct.gov