Form D Will Now Be Able To Be Filed Over The Web

Thanks to a new system launched by North American Securities Administrators Association (NASAA), paper filings may soon be a thing of the past for companies offering securities under Rule 506 of Regulation D of the Securities Act of 1933. A new online system makes filing Form D with many state securities regulators cheaper and faster.

Rule 506 of Regulation D is the most commonly relied upon exemption from registration with the Securities and Exchange Commission (SEC). Thanks to the JOBS Act, it is even more popular. SEC rules now allow early stage and emerging companies to use general solicitation and general advertising to offer securities in reliance on Rule 506 to accredited investors. While Regulation D offerings allow companies to avoid the costs associated with a public offering, there are still regulatory requirements to fulfill. Most notably, companies must file Form D with the SEC as well as state securities regulators. Form D requires issuers to submit basic information about the company and the securities being offered.

While companies are required to file Form D notices and amendments with the SEC online using the SEC’s EDGAR (electronic gathering, analysis and retrieval) system, filings with state securities regulators were still done the “old-fashioned way”, via paper filing. As many issuers sell securities to residents of different states, separate state filings have been necessary.

To make it easier for issuers to submit Form D to state securities regulators and pay related fees, NASSA recently announced the launch of the online Electronic Filing Depository (EFD). The website also allows for searching of Form D filings.

“We are very pleased to provide the EFD system to create an efficient, streamlined system for state Form D filing requirements. Issuers will benefit from this uniform and effective regulatory tool, which also strengthens investor protection by improving the transparency of Form D filings,” said William Beatty, NASAA president and Washington securities director.5

While initially the EFD system will be limited to Form D filings for Rule 506 offerings, it is expected that the filing system will be expanded to include additional state securities registration and notice filing materials. The EFD system is available 24 hours a day, seven days a week, unless the website is undergoing maintenance. In addition to the filing fees required by the states, there is a one-time $150 system use fee for each offering filed through EFD.