State Securities Law: Rule 506: Notice Filings

California Form D Filing Requirement

As a result of the amendments to Regulation D and the Form D filing requirements pursuant to SEC Release Nos. 33-8891; 34-57280; 39-2453; & IC-28145, the electronic Form D now contains a consent to service of process which is similar to those contained in the current Form U-2. Pursuant to DOC Release No.120-C dated March 24, 2009 (the “Release”), an issuer who files a hard copy version of the electronic Form D as notice of a Rule 506 offering need only submit the following:

1. A copy of the Form D filed with and accepted by the SEC; and

2. A filing fee of $300.

Pursuant to the Release, an issuer who files a hard copy version of the electronic Form D filed with the SEC as notice of exemption under Code Section 25102(f) (rather than electronically filing a notice with the DOC) need only submit the following:

1. A copy of the Form D filed with and accepted by the SEC;

2. The appropriate filing fee pursuant to Section 25608(c) of the Code; and

3. A cover letter specifying that the Form D filling is pursuant to Code Section 25102(f).

The Release specifically provides that a consent to service of process or Form U-2 is not required if an electronic Form D was filed with the SEC pursuant to a Rule 506 offering or in lieu of a 25102(f) notice.

No Amendment Filings Required

The Release also reiterates that California does not require the filing of amendments or annual renewals of any Form D filed with the DOC.

Filing Deadline

Release 120-C provides, "To claim an exclusion or exemption from securities qualification under California law, a Form D filing must be submitted to the California Corporations Commissioner no later than 15 days after the date of the first sale in this state."